8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): May 10, 2010 (May 4, 2010)

HIGHLAND RIDGE, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-53432	13-4013027
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation or organization)

Xinqiao Industrial Park
Jingde County, Anhui Province, 242600
People’s Republic of China
(Address of principal executive offices)

(86) 563 8023488
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” above. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this registration statement and the documents that we reference and filed as exhibits to the registration statement completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

• “Highland Ridge, Inc.,” the “Company,” “we,” “us,” and “our” refer to the combined business of Highland Ridge, Inc. and its direct and indirect subsidiaries, TEC Technology Limited, or “TEC,” a Hong Kong limited company, and its wholly owned subsidiary, Anhui TEC Tower Co., Ltd., or “TEC Tower,” a PRC limited Company, and TEC Tower’s wholly owned subsidiary, Zheijiang TEC Tower Co., Ltd. , or “ZTEC,” as the case may be;

• “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Exchange Act” means the Securities Exchange Act of 1934, as amended;

• “PRC,” “China,” and “Chinese,” refer to the People’s Republic of China;

• “Renminbi” and “RMB” refer to the legal currency of China;

• “Securities Act” are to the Securities Act of 1933, as amended; and

• “U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States.

In this current report we are relying on and we refer to information and statistics regarding the electric transmission and wireless communication industries and economy in China. We have obtained this information from publicly available government and institute research publications such as “2009 Electric Equipment Industry Investment Strategy” by SWS and “Service Providers CAPEX Scale Forecast and Trend Analysis” by Huatai United Securities.

This information is publicly available for free and has not been specifically prepared for us for use or incorporation in this current report on Form 8-K or otherwise. We have not independently verified such information, and you should not unduly rely upon it.

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 4, 2010, we entered into a share exchange agreement, or the Share Exchange Agreement, with TEC, a Hong Kong limited company, and its sole shareholder, Mr. Hua Peng Phillip Wong, pursuant to which we acquired 100% of the issued and outstanding capital stock of TEC in exchange for 19,194,421 shares of our common stock, par value $0.001, which constituted 63.6% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. TEC is a holding company for two PRC based operating subsidiaries which are engaged in the design, production and sale of transmission towers for telecommunications service providers and electric utilities. Immediately following closing of the reverse acquisition of TEC, Mr. Wong transferred 1,397,049 of the shares issued to him under the share exchange to certain persons who provided prior services to TEC and its subsidiaries, pursuant to a side letter agreement among Mr. Wong and such service providers, dated May 4, 2010. As a result of this share transfer, Mr. Wong now holds 17,797,372 shares of our common stock constituting 58.9% of our issued and outstanding capital stock on a fully-diluted basis.

The foregoing description of the terms of the Share Exchange Agreement is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 2.1 to this report, which are incorporated by reference herein.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On May 4, 2010, we completed the acquisition of TEC pursuant to the Share Exchange Agreement described in Item 1.01 above. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein TEC is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

FORM 10 DISCLOSURE

As disclosed elsewhere in this report, on May 4, 2010, we acquired TEC in a reverse acquisition transaction. Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as we were immediately before the reverse acquisition transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises after the acquisition of TEC, except that information relating to periods prior to the date of the reverse acquisition only relate to TEC Technology Limited unless otherwise specifically indicated.

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DESCRIPTION OF BUSINESS

Business Overview

We are primarily engaged, through our indirect Chinese subsidiary, in the design, production and sale of transmission towers and related products used in high voltage electric power transmission and wireless communications. Our electric transmission towers currently support 35kv, 110kv, 220kv, and 500kv transmission lines and we plan to build towers that support Ultra High Voltage (UHV) tower lines of 750+kv DC or 1000+kv AC transmission lines. Our wireless communication towers include single-tube towers, 4-strut towers and roof top towers for the 2G, 3G, and microwave market. We plan to expand our business in the near future to enter the communication base station market and to offer tower installation and maintenance services. Our towers are primarily made of steel, but some contain aluminum or other alloy materials.

We generate revenues from the sale of our tower products to our customers who are typically large general contractors on transmission tower construction projects for electric utility companies and telecommunication service providers. Our revenues increased from $8.3 million in fiscal year 2008 to $22.4 million in fiscal year 2009, representing a compounded growth rate of approximately 169%.

Our company headquarters is located in Anhui Province in southeastern China and our domestic sales network is operated from our branch office in the Shenzhen Special Economic Zone.

Our Corporate History and Background

We were originally organized under the laws of the State of Florida, on July 22, 1988, under the name Sea Green, Inc. On June 3, 1998, we changed our name to Americom Networks Corp. and on July 10, 1998, we changed our name to Americom Networks International, Inc. From our inception until we ceased active business operations in May 1999, we engaged in various business endeavors and pursued several lines of business including the development and marketing of telecommunications systems to high-volume users for use or resale. On February 6, 2008, we effected a redomestication from Florida to Delaware, pursuant to an Agreement and Plan of Merger with Americom Networks International, Inc., or Americom, a Delaware corporation and our wholly-owned subsidiary, whereby we merged with and into Americom, with Americom being the surviving entity. The merger became effective on February 6, 2008 and we became a Delaware corporation. On August 15, 2008, we changed our name to Highland Ridge, Inc. and our primary business became the search for a potential merger candidate or a business to acquire. As a result of the share exchange transaction discussed below, we are now engaged in the design, production and sale of transmission and related products used in high voltage electric transmission and wireless communications.

On January 13, 2010, we entered into and closed a share purchase agreement with Michael Anthony, our CEO at the time, and certain accredited purchasers signatory thereto, pursuant to which, we sold an aggregate of 10,880,000 shares of our common stock to the purchasers for a total of $225,000. In connection with the closing of the share purchase agreement, Mr. Anthony resigned from all positions in the Company held by him and Ms. Jiao was appointed as our President, Chief Executive Officer, Treasurer and Secretary effective immediately. Mr. Anthony also resigned as the sole director of the Company and Ms. Jiao was appointed as the sole director and Chair of the Board of Directors effective ten (10) days following the filing and mailing of the Schedule 14f-1 which we filed on January 13, 2010.

Simultaneously with the closing of the share purchase agreement, we re-purchased 10,880,000 common shares from Corporate Services International Profit Sharing and Century Capital Partners, LLC, which are both beneficially owned by Mr. Anthony, for an aggregate purchase price of $225,000, as contemplated by a repurchase agreement, dated January 13, 2010, by and among the Company, Corporate Services International Profit Sharing and Century Capital Partners, LLC. Immediately following the closing of the share purchase agreement and the repurchase agreement, the purchasers under the share purchase agreement held 99% of our common stock resulting in a change in control of the Company.

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Reverse Acquisition of TEC

On May 4, 2010, we entered into and closed a share exchange agreement, or the Share Exchange Agreement, with TEC, a Hong Kong limited company, and its sole shareholder, Mr. Hua Peng Phillip Wong, pursuant to which we acquired 100% of the issued and outstanding capital stock of TEC in exchange for 19,194,421 shares of our common stock, par value $0.001, which constituted 63.6% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement., which effected a reverse acquisition of TEC. Immediately following closing of the reverse acquisition of TEC, Mr. Wong transferred 1,397,049 of the shares issued to him under the share exchange to certain persons who provided prior services to TEC and its subsidiaries, pursuant to a side letter agreement among Mr. Wong and such service providers, dated May 4, 2010. As a result of this share transfer, Mr. Wong now holds 17,797,372 shares of our common stock constituting 58.9% of our issued and outstanding capital stock on a fully-diluted basis.

Upon the closing of the reverse acquisition on May 4, 2010, Ms. Jiaojiao Jiao, our sole director and officer, resigned from all offices of the Company that she held. On May 4, 2010, Ms. Jiao also resigned as the sole director of the Company, effective ten (10) days following the filing and mailing of an information statement on Schedule 14f-1, and Mr. Chun Lu, was appointed as Director and Chair of our Board of Directors, effective immediately. Also upon the closing of the reverse acquisition, our board of directors increased its size to 3 members and appointed Mr. Xiaoxiang Liu and Mr. Wei Zhang to fill the vacancies created by such increase, effective as of the effective date of Ms. Jiao’s resignation. In addition, our board of directors appointed Mr. Lu to serve as our Chief Executive Officer, Mr. Yuhua Yang to serve as our Chief Financial Officer, Treasurer and Secretary, Mr. Baojia He to serve as our Chief Technology Officer, Mr. Jianming Wang to serve as our Chief Operating Officer, Mr. Xiaoxiang Liu to serve as our Chief Administrative Officer and Mr. Debin Chen to serve as our Vice President of Sales and Marketing, effective immediately at the closing of the reverse acquisition.

Prior to May 4, 2010, TEC was a private corporation incorporated on November 11, 2009, in Hong Kong. It was principally established to serve as an investment holding company and its operations are carried out in Hong Kong. On February 22, 2010, TEC acquired TEC Tower, a PRC limited liability company, and its PRC subsidiary, ZTEC, pursuant to an equity transfer agreement between Chun Lu, TEC Tower’s sole shareholder, and TEC, pursuant to which, Mr. Lu transferred 100% of the equity interest in TEC Tower to TEC. The transfer was approved by the Department of Commerce of Anhui Province on March 2, 2010.

TEC Tower was established in the PRC on April 19, 2006, for the manufacture, sale and installation of communications and power steel towers, and the manufacture and sale of communications products. On March 10, 2010, in connection with its acquisition by TEC, TEC Tower was recognized by the Department of Commerce of Anhui Province as a foreign-invested enterprise. ZTEC was established on December 7, 2009, by a 90% contribution from TEC Tower and a 10% contribution from Yiping Zhu, a PRC individual, for the sale and installation of communications steel towers, and communication construction projects. As a result, ZTEC is our 90% majority owned indirect PRC subsidiary. ZTEC’s production facility is still under construction and is expected to commence operations by the end of fiscal year 2010.

We plan to change our name to TEC Technology, Inc. to more accurately reflect our new business operations.

For accounting purposes, the acquisition of TEC Tower was accounted for under the acquisition method with TEC as the holding company of both companies for legal purposes. Accordingly, our financial statements have been prepared on a consolidated basis for the periods presented. The share exchange transaction with TEC Technology Limited was treated as a reverse acquisition, with TEC as the accounting acquirer and TEC Technology Limited as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of TEC and its consolidated subsidiary.

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Our common stock is quoted on the Over-the-Counter Bulletin Board maintained by the Financial Industry Regulatory Authority under the symbol “HGHN” and the CUSIP number for our common stock is 430744102.

Our Corporate Structure

All of our business operations are conducted through our Chinese operating subsidiaries, TEC Tower and its subsidiary, ZTEC. The chart below presents our corporate structure as of May 4, 2010:

Our principal executive offices are located at Xinqiao Industrial Park, Jingde County, Anhui Province, 242600, People’s Republic of China, and our Shenzhen branch office is located at Modern International Building 1408, Futian District, Shenzhen, People’s Republic of China. The telephone number at our principal executive office is (+86 563) 8023488.

Our Industry and Principal Market

Our tower products are primarily used in the electric transmission and wireless communication industries in China and emerging overseas markets.

China invests heavily in the electric transmission industry, and expects to continue doing so in the next 5-7 years. During China’s 11^th 5-Year Plan, investment in electric transmission totaled over $100 billion, with about 25% of it spent on towers and related products and services. China has two large electric transmission utility companies, the State Grid Corporation of China, or State Grid, and China Southern Power Grid, or Southern Grid. State Grid and Southern Grid provide primarily long distance high voltage transmission services, and projects are organized and developed on a provincial basis. In addition, there are dozens of provincial level grid companies that supply regional and local grids.

China’s mobile communication has grown considerably in the past decade, in particular since 2008, when 3G licenses were issued to China Mobile, China Unicom, and China Telecom. As of September 2009, it is estimated that there are over 700 million mobile phone users in China, and that telecommunications service providers plan to invest over $60 billion in the next five years on infrastructure in China, with the bulk of this amount going to the towers and base station development.

The overseas market for electric transmission products and services is also growing at a rapid pace. Annual investments in the Middle East, Africa, and South America total over $15 billion a year with annual growth rate over 10%. In the overseas developing markets, wireless communication investment is also growing. For example, from 2008 to 2010, Africa expects to invest USD$3.2 billion in mobile communication infrastructure per year. We have a strong presence in India and Southeast Asia, where we currently partner with main contractors such as Huawei and ZTE to earn business in these overseas markets. However, we have independently established overseas sales centers in Africa to directly take on this fast growing market.

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Our Growth Strategy

We believe that China’s highly fragmented electric transmission and wireless communications industry and rapidly growing market provide us with significant growth opportunities. We intend to pursue the following strategies to achieve our goal:

• Expand our domestic market share in the current core tower business by further developing our sales channels and marketing efforts in industry trade publications.
• Aggressively pursue sales in developing overseas markets in Africa, the Middle East, South Asia and South America.
• Enter into the communication base station business which involves tower design, air conditioning, peripheral equipment, installation and after-sale services.
• Enter into the electric transmission systems market which involves tower site surveying, peripheral equipment installation and after-sale services.

Our Products

Our electric transmission and wireless communications product lines include angle steel towers, steel pipe towers and transmission cable towers, constructed primarily of steel, aluminum or other alloy materials.

Electric Transmission Towers

Our electric transmission towers currently support 35kv, 110kv, and 220kv, and we have recently obtained certifications to produce towers for the 500kv electric transmission lines. We plan to develop towers that support Ultra High Voltage (UHV) tower lines of 750+kv DC or 1000+kv AC transmission lines as the market evolves beyond testing phases.

Wireless Communications Towers

Our wireless communications towers include single-tube towers, 4-strut towers and roof top towers for the 2G, 3G, and microwave market.

We are also in the early stages of developing expertise to produce wireless communication base stations, which typically include towers, air conditioning units, transformers, equipment procurement, power connection, site survey, installation, and after-sales services. Once we are able to develop this full product and service offering, we plan to expand our business by offering services to customers under separate tower maintenance contracts. Profit margins from base station contracts are typically higher than margins from product sales, however, to be fully engaged in the base station business we will have to develop or acquire additional capabilities in terms of design, procurement, and services.

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In the future we expect to expand our business to offer tower installation and maintenance services.

Supplier Relationships

The major raw materials for our tower products are angle iron, plate, steel beams, bolts and welding wire. We acquire our primary raw materials from a variety of sources. We have some long-term steel purchase contracts in order to reduce the negative effects of steel price fluctuation, but we also have some short-term contracts or make one-time purchases to take advantage of favorable pricing. Our primary suppliers are Nanjing Feike Steel Ltd. and Tai’an Guihe Material Supply Ltd., whose purchases accounted for approximately 23.8% and 7.9% respectively of our expenses for the year ended December 31, 2009.

Our Customers and Marketing Efforts

Our direct customers typically are specialized construction companies which serve as a prime contractor and builder on transmission projects constructed for our ultimate end customers, electric utility companies and telecommunication service providers. We usually obtain our customers by succeeding in a competitive bidding process where subcontracts are awarded to companies, like us, which submit the most favorable bids on a transmission project. We have found that a successful bid is usually predicated on a variety of factors including pricing, terms of delivery, product design and quality, industry experience and reputation and time to delivery, among other factors.

Based on revenue generated during the past 12 months, our top customers are ZTE Corporation, Chongqing Jiangjin Electric Line Appliance Co., Ltd. and Shanxi Jinneng International Trading & Engineering Co., Ltd. Based on success in a competitive bidding environment, we completed one project for each of these customers. During fiscal year 2008, no single customer accounted for more than 20% of our revenues; however, during the year ended December 31, 2009, our commercial arrangements with ZTE (Shenzhen) Kangxun Telecom Col, Ltd. accounted for approximately 32.5% of our revenue.

The electric utility companies and telecommunication companies that use our tower products in their transmission facility are mainly located in Shanxi Province and the Inner Mongolia Autonomous Region in northern China, and in Guangdong Province in heavily populated southern China, and include ZTE Corp, the State Grid Corp of China, the China Southern Grid, Huawei Technologies Co. Ltd. and Reliance Communications.

We have also made efforts in some overseas market where our products have developed positive brand recognition and we are one of only a few PRC-based electric transmission tower companies selling products abroad. In India and Southeast Asia, we currently partner with large contractors such as Huawei and ZTE to perform contracts in these markets, and in Africa, we have independently established sales centers to directly take on this fast growing market.

We generally seek to obtain certifications from main contractors in these overseas markets and then bid on their particular projects. We currently hold certifications from Huawei, ZTE, Nokia Ericsson, and Reliance, which allow us to bid as subcontractors on their projects. The table below is a representation of our overseas projects:

Region	Contract Details
India	We manufactured and delivered 691 nos. of 403B steel tower with India Reliance Telecom Company in 2008 and expect to conduct more direct sales in India.
Southeast Asia	In 2009 we supplied transmission products to Multi-Link Engineering of Malaysia for transmission projects in Papua New Guinea. The company plans to conduct more direct sales in Southeast Asia in the future.
Africa	We have performed on contracts for steel tower manufacturing and machining in Africa, cooperating with Huawei Company for sale to Zambia, Tanzania and Uganda. We have also supplied $7.3 million of tower equipment to ZTE Corp for 2G/3G infrastructure development in Ethiopia. We plan to extend our sales network to South Africa.

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Hong Kong We have cooperated with OMAX GLOBAL in Hong Kong in the production of communication towers in Hong Kong.

When we successfully bid on a transmission project and secure a sub-contract for the purchase of our tower products, we are expected to promptly deliver to the prime contractor and/or end-customer, an acceptable tower design plan, as well as a supply and construction schedule, usually ranging from one to six months. During this time, we assemble and procure the raw materials that are needed in the tower manufacturing process from our raw material inventory and, occasionally, by special order from third party vendors. The steel used in our towers must be galvanized prior to the preparation of each piece for the tower parts so we usually outsource this process to specialized galvanization companies. Upon completing the components, we then test-assemble a percentage of the towers ordered. If the pieces connect according the specifications, we then load the components onto trucks or trains and ship them to the customer’s installation site. We plan to expand our business to offer the installation and service of our towers with end users.

Competition

Competition in the domestic electric transmission products and service market is based primarily on acquired certifications, pricing, delivery scheduling, and previous engagement experiences, but we believe that no single company in China holds more than a 3% market share. Competition in the domestic and international wireless communication market is based primarily on subcontracting from large equipment providers, such as Huawei and Nokia Ericsson.

Our primary competition comes from domestic companies such as Meteno Communication Technologies, Qixing Tower and Nanjing Daji Towers. Additional competition comes from large international companies such as Valmont Industries, Inc. (NYSE:VMI) that are both larger than us in terms of assets and sales volume. Meteno works solely with wireless communication towers and Qixing participates in the wireless communication market. Some of our international competitors are larger than we are and possess greater name recognition, assets, personnel, sales, and financial resources. However, these competitors generally have higher prices for their products, and most of them do not have distribution networks in China that are as developed as ours.

We believe that the quality of our product and service offerings and our relatively low labor costs enable us to compete favorably in the market for electric and wireless transmission towers and distinguish us from many of our competitors, especially our international competitors. Although we generally win contracts by our delivery schedule and reputation in the market, our pricing is competitive. Our focus on quality and service allows us to bid for most projects, but through a lack of sufficient working capital, we sometimes elect to abstain from bidding during the third and fourth quarters which are generally busier. We also sometimes work with Qixing and Daji on larger projects where they serve as the primary contractor.

Research and Development

Our research and development activities focus on developing new products. We currently have 20 employees dedicated to research and development and over 50 key manufacturing technical experts. We expect to engage in continuous research and development, to enhance our product and service offerings in our core areas of focus. In addition, we plan to expand our research and development team to support our planned entry into the communication base station and electric system market.

Intellectual Property

We currently hold exclusive licenses for five patents, three of which are licensed from Anhui University of Technology and Science and the other two from the Hangzhou Tianye Communication Equipment Co., Ltd. The table below summarizes our exclusive licenses:

Description	Licensor	Scope	Term
valve spring disassembly device	Anhui University of Technology and Science	Exclusive license for five (5) years (as of June 17,	10 years

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mechanical lift	Anhui University of Technology and Science	2009) Exclusive license for five (5) years (as of June 17, 2009)	10 years
U-shape bolt disassembly device	Anhui University of Technology and Science	Exclusive license for five (5) years (as of May 27, 2009)	10 years
main distribution frame test scheduling module	Hangzhou Tianye Communication Equipment Co., Ltd	Exclusive license for five (5) years (as of April 2, 2008)	10 years
security unit of main distribution frame	Hangzhou Tianye Communication Equipment Co., Ltd	Exclusive license for five (5) years (as of December 6, 2008)	10 years

We expect to renew our licenses as they expire. We also own our domain name, tectower.com, which has been registered since August 14, 2007.

Regulation

Because our primary operating subsidiaries are located in China, we are regulated by China’s national and local laws, including those related to property ownership, environmental protection, foreign currency and taxation outlined in more detail below. We believe that we are in material compliance with all registrations and requirements for the issuance and maintenance of all licenses required by the governing bodies, and that all license fees and filings are current.

Environmental Matters

As a producer of steel products in China, we are subject to various governmental regulations related to environmental protection. Our manufacturing facilities are subject to various pollution control regulations with respect to noise, water and air pollution and the disposal of waste and hazardous materials, including, China’s Environmental Protection Law, China’s Law on the Prevention and Control of Water Pollution and its implementing rules, China’s Law on the Prevention and Control of Air Pollution and its implementing rules, China’s Law on the Prevention and Control of Solid Waste Pollution, and China’s Law on the Prevention and Control of Noise Pollution. We are subject to periodic inspections by local environmental protection authorities. Our operating subsidiary has received certifications from the relevant PRC government agencies in charge of environmental protection indicating that their business operations are in material compliance with the relevant PRC environmental laws and regulations. We are not currently subject to any pending actions alleging any violations of applicable PRC environmental laws.

Foreign Currency Exchange

The principal regulation governing foreign currency exchange in China is the Foreign Currency Administration Rules (1996), as amended (2008). Under these Rules, RMB is freely convertible for current account items, such as trade and service-related foreign exchange transactions, but not for capital account items, such as direct investment, loan or investment in securities outside China unless the prior approval of, and/or registration with, the State Administration of Foreign Exchange of the People’s Republic of China, or SAFE, or its local counterparts (as the case may be) is obtained.

Pursuant to the Foreign Currency Administration Rules, foreign invested enterprises, or FIEs, in China may purchase foreign currency without the approval of SAFE for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. They may also retain foreign exchange (subject to a cap approved by SAFE) to satisfy foreign exchange liabilities or to pay dividends. In addition, if a foreign company acquires a company in China, the acquired company will also become an FIE. However, the relevant PRC government authorities may limit or eliminate the ability of FIEs to purchase and retain foreign currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment in securities outside China are still subject to limitations and require approvals from, and/or registration with, SAFE.

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Regulation of Income Taxes

On March 16, 2007, the National People’s Congress, the Chinese legislature, passed the new Enterprise Income Tax Law, or New EIT Law, which became effective on January 1, 2008. The New EIT Law applies a unified enterprise income tax, or EIT, rate at 25% to both FIEs and domestic invested enterprises. According to a grandfathering provision of the Notice on Transitional Preferential Policies of Enterprise Income Tax published by the State Council, enterprises that are subject to an EIT rate below 25% may continue to enjoy such lower rate which will be gradually transitioned to the new EIT rate within five years of the effective date of the New EIT Law, and enterprises that are currently entitled to exemptions from, or reductions in, applicable EIT for a fixed term may continue to enjoy such treatment until the fixed term expires.

Under the New EIT Law, companies designated as High- and New-Technology Enterprises may enjoy a reduced national enterprise income tax of 15%. Administrative Measures for Assessment of High-New Tech Enterprises, or Measures, and Catalogue of High/New Tech Domains Strongly Supported by the State, or Catalogue (2008), jointly issued by the Ministry of Science and Technology and the Ministry of Finance and State Administration of Taxation set forth general guidelines regarding criteria as well as application procedures for qualification as a High- and New-Tech Enterprise under the New EIT Law. We plan to apply for High- and New-Technology Enterprise designation for TEC Technology. However, there can be no assurance that TEC Technology will qualify as a High- and New-Technology Enterprise.

Dividend Distribution

The principal regulations governing distribution of dividends of wholly foreign-owned companies include:

• The Wholly Foreign-owned Enterprise Law (1986), as amended in October 2000;
• Implementation Rules under the Wholly Foreign-owned Enterprise Law (1990), as amended in 2001;
• Company Law of the PRC (2005); and
• Enterprise Income Tax Law and its Implementation Rules (2007).

Under these regulations, wholly foreign-owned enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises in China are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds, unless such reserve funds have reached 50% of their respective registered capital. These reserves are not distributable as cash dividends.

Under the New EIT Law, dividends, interests, rent, royalties and gains on transfers of property payable by a FIE in the PRC to its foreign investor who is a non-resident enterprise will be subject to a 10% withholding tax, unless such non-resident enterprise’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a reduced rate of withholding tax.

Under the New EIT Law, an enterprise established outside the PRC with its “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its worldwide income. The implementing rules of the New EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. For detailed discussion of PRC tax issues related to resident enterprise status, see “Risk Factors – Under the New EIT Law, we may be classified as a ‘resident enterprise’ of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders.”

Moreover, under the New EIT Law, foreign shareholders of an entity that is classified as a PRC resident enterprise may be subject to a 10% withholding tax upon dividends payable by such entity, unless the jurisdiction of incorporation of the foreign shareholder of such entity has a tax treaty with the PRC that provides for a reduced rate of withholding tax, and gains realized on the sale or other disposition of shares, if such income is sourced from within the PRC.

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Land Use Rights

There is no private ownership of land in China and all land ownership is held by the government of the PRC, its agencies and collectives. Land use rights can be obtained from the government for a period of up to 50 years, and are typically renewable. Land use rights can be transferred upon approval by the land administrative authorities of the PRC (State Land Administration Bureau) upon payment of the required land transfer fee. We have received the necessary land use right certificates for the properties described under the “Our Facilities” heading in this report.

Our Facilities

The Company has the following PRC land use rights to three parcels of land:

Address/Locality	Land Certificate No.	Area(M2)	Usage	Construction Area (M2)	Acquisition Method	Expiry Date of Use Right
Xinqiao Industrial Park Jingde County, Anhui Province, 242600 People’s Republic of China	Jing Guo Yong (2006) No. 0141	44,038	Industrial	11,543.18	Transfer	April 27, 2056
Xinqiao Industrial Park Jingde County, Anhui Province, 242600 People’s Republic of China	Jing Guo Yong (2008) No. 0536	66,696	Industrial	Under construction	Transfer	December 29, 2058
Xinqiao Industrial Park Jingde County, Anhui Province, 242600 People’s Republic of China	Jing Guo Yong (2008) No. 0537	66,677	Industrial	Under construction	Transfer	December 29, 2058

The land use right covered by Land Certificate No. Land Jing Guo Yong (2006) No. 0141 has been mortgaged as a part of our RMB 6,300,000 revolving line of credit from the Industrial and Commercial Bank of China, Longshou Sub-branch, Xuancheng Branch, that expires on October 7, 2011.

Our principal executive offices and base of operations are located in southeastern China in Anhui Province. The Company owns the following real estate property and owns the estate ownership certificates as follows:

Certificate No.	Address/Locality	Structure	Floor	Usage	Area(M2)
Fang Di Quan Jing Fang Zi No. 000489	Xinqiao Industrial Park, Jingyang Township, Anhui Province, PRC	Complex	One	Office, residence and others	1,255.29
Fang Di Quan Jing Fang Zi No. 04122	Xinqiao Industrial Park, Jingyang Township, Anhui Province, PRC	Steel frame	One	Factory	10,287.89

We also use 2,400 square feet of office space, for our Shenzhen Branch Office, leased for and on behalf of the Company by Mr. Debin Chen, our Vice President of Marketing and Sales, pursuant to a lease agreement, dated August 31, 2009, between Mr. Chen and Mr. Jie Ding. Under the lease agreement, Mr. Chen is obligated to pay a monthly sum of RMB 22,000 (approximately $3,221), which the Company reimburses to him. The lease agreement expires on August 31, 2010 and Mr. Chen has the option to renew the lease 30 days prior to the lease expiration date. We intend to renew the lease at that time in TEC Tower’s name. We believe that all leased space is in good condition and that the property is adequately insured by the owner.

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Employees

As of May 4, 2010, we employed a total of 400 employees. The following table sets forth the number of our employees by function.

Function	Number Of Employees
Sales and Marketing Department	50
Research and Development Department	70
Management, Financial, and Administrative Office	30
Production	250
Total	400

Approximately 325 of our employees are located in our executive offices in Anhui, 25 employees are located in Shenzhen, and the rest of our employees are located in various branches throughout China and abroad.

Our employees in China participate in a state pension plan organized by Chinese municipal and provincial governments. We are required to contribute monthly to the plan at the rate of 23% of the average monthly salary. In addition, we are required by Chinese law to cover employees in China with various types of social insurance. We believe that we are in material compliance with the relevant PRC laws.

Insurance

We do not have any business liability, interruption or litigation insurance coverage for our operations in China. Insurance companies in China offer limited business insurance products. While business interruption insurance is available to a limited extent in China, we have determined that the risks of interruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Therefore, we are subject to business and product liability exposure. See “Risk Factors – Risks Related to Our Business – We have limited business insurance coverage in China.”

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Special Notes Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

RISKS RELATED TO OUR BUSINESS

Our products often are subject to customer testing, inspection and approval.

We frequently supply our tower design services and tower products to prime contractors under subcontractor agreements which incorporate terms of the prime contract and often include the testing, inspection and approval requirements that are a precondition of payment to us by the prime contractor and/or the end-customer. Although we endeavor to satisfy the requirements of each of these contracts to which we are a party, no assurance can be given that the necessary approval of our products and services will be granted on a timely basis or at all, and that we will receive any payments due to us. In some cases, we may be dependent on subcontractors to complete other portions of these projects which may also delay payments to us. Any failure to obtain these approvals and payments may have a material adverse effect on our business and future financial performance

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In order to grow at the pace expected by management, we will require additional capital to support our long-term growth strategies. If we are unable to obtain additional capital in future years, we may be unable to proceed with our plans and we may be forced to curtail our operations.

Our working capital requirements and the cash flow provided by future operating activities, if any, will vary greatly from quarter to quarter, depending on the volume of business during the period and payment terms with our customers. We will require additional working capital to support our long-term growth strategies, which includes identifying suitable targets for horizontal or vertical mergers or acquisitions so as to enhance the overall productivity and benefit from economies of scale. However, due to the uncertainty arising out of domestic and global economic conditions and the ongoing tightening of domestic credit markets, we may not be able to generate adequate cash flows or obtain adequate levels of additional financing, whether through equity financing, debt financing or other sources. Even if we are able to get additional financing, it might not be on terms that are favorable to the Company. Furthermore, additional financings could result in significant dilution to our earnings per share or the issuance of securities with rights superior to our current outstanding securities, including registration rights. If we are unable to raise additional financing, we may be unable to implement our long-term growth strategies, develop or enhance our products and services, take advantage of future opportunities or respond to competitive pressures on a timely basis, if at all. In addition, a lack of additional financing could force us to substantially curtail operations.

Our business could be adversely affected by reduced levels of cash, whether from operations or from borrowings.

Historically, our principal sources of funds have been cash flows from operations and borrowings from banks and other institutions. Our commercial short term bank loans totaled $12,733,709 as of December 31, 2009. Our operating and financial performance may generate less cash and result in our failing to comply with our credit agreement covenants. We were in compliance with these covenants in 2009, however, our ability to remain compliant in the future will depend on our future financial performance and may be affected by events beyond our control. There can be no assurance that we will generate sufficient earnings and cash flow to remain in compliance with the credit agreement, or that we will be able to obtain future amendments to the credit agreement to avoid a default. In the event of a default, there can be no assurance that we could negotiate a new credit agreement or that we could obtain a new credit agreement with satisfactory terms and conditions within a reasonable time period.

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		2009		2008
Loan from Industrial and Commercial Bank, Jingdeyuan Branch, PRC	$	4,041,585	$	1,907,100
Interest rate 7.47% per annum with personal guarantee of Messrs. LuChun and ZhuYiPing
JingdeTransport Bureau, PRC		-		293,400
Anhui Xuancheng Jingde Poyang Axle Automation Co Ltd		-		36,675
Huishang Bank, Hefei branch, PRC		2,200,500		-
China Merchant Bank, Heifei branch, PRC		1,173,600		-
China Everbright Bank, Heifei branch, PRC		4,401,000		-
Interest rate 5.31% per annum with corporate and personal guarantees of Zhongrung Trust Investment Co Ltd and Messrs. LuChun and ZhuYiPingGuarantee
Huishang Bank, Xuancheng branch, PRC		682,304		-
The Economic Standing Committee of Jingde, PRC		234,720		-
Anhui Xuancheng Jingde Village Credit Union		-		264,060
	$	12,733,709	$	2,501,235

Our business and operations will suffer if prime contractors or end- customers prove to be not creditworthy.

In our industry, companies such as ours, that are subcontractors on large transmission construction projects, are often subject to the terms of a prime contract, including payment terms. We sometimes do not receive full payment on a project until the prime contractor is paid by the end-customer. Consequently, we extend credit to some of our customers while generally requiring no collateral. Generally, our customers pay in installments, with a portion of the payment upfront, a portion of the payment upon receipt of our products by our customers and before the installation, and a portion of the payment after the installation of our products and upon satisfaction of our customer. Sometimes, a small portion of the payment will not be paid until after a certain period following the installation. We perform ongoing credit evaluations of our customers’ financial condition and generally have no difficulties in collecting our payments. However, if we encounter future problems collecting amounts due from our clients or if we experience delays in the collection of amounts due from our clients, our liquidity could be negatively affected. In order to reduce collection risks, we have turned down some opportunities that we believed carried unfavorable payment terms. Our customers are primarily large enterprises with strong recurring cash flow. We believe that we will be able to collect current amounts due from our customers.

If our suppliers fail to perform their contractual obligations, our ability to provide services and products to our customers, as well as our ability to obtain future business, may be harmed.

Many of our products include parts and raw materials procured from other companies upon which we rely to provide a portion of the products that we provide to our customers. There is a risk that we may have disputes with our suppliers, including disputes regarding the quality and timeliness of parts and raw materials provided by these suppliers. A failure by one or more of our suppliers to satisfy the agreed-upon contracts may materially and adversely impact our ability to perform our obligations to our customers, could expose us to liability and could have a material adverse effect on our ability to compete for future contracts and orders.

Because steel is a key material in our business operations, we are subject to the fluctuations in the steel and iron ore market

The primary raw material for our products is steel. Steels prices have fluctuated greatly in recent years. We have taken measures to offset the negative effect of price fluctuations through the futures market, and entered into long-term supplier relationship with some steel producers at variable prices relative to the market price. However, we cannot predict the future trends of steel prices, and large swings in steel price might greatly affect our profitability.

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If we are unable to attract and retain senior management and qualified technical and sales personnel, our operations, financial condition and prospects will be materially adversely affected.

Our future success depends in part on the contributions of our management team and key technical and sales personnel and our ability to attract and retain qualified new personnel. In particular, our success depends on the continuing employment of our CEO, Mr. Chun Lu; our Vice President of Marketing and Sales, Mr. Debin Chen; our Vice President of Research and Development, Mr. Baojia He; and our Vice President of Investor Relations, Mr. Kai Sun, Ph.D. There is significant competition in our industry for qualified managerial, technical and sales personnel and we cannot assure you that we will be able to retain our key senior managerial, technical and sales personnel or that we will be able to attract, integrate and retain other such personnel that we may require in the future. If we are unable to attract and retain key personnel in the future, our business, operations, financial condition, results of operations and prospects could be materially adversely affected.

Management's estimates and assumptions affect reported amounts of expenses and changes in those estimates could impact operating results.

We recognize export tax refund as assets for the expected future tax consequences of events which are included in the financial statements or tax returns. In assessing the whether tax refund assets are realizable, management makes certain assumptions about whether the tax refunds assets will be realized. We expect the tax refund assets currently recorded to be fully realizable, however there can be no assurance that changes in government policies could lead to uncertainties in the future.

In the event that adequate insurance is not available or our insurance is not deemed to cover a claim, we could face liability.

We maintain only state mandated social insurance for our employees. While business interruption insurance and other types of insurance are available to a limited extent in China, we have determined that the risks of interruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. If we incur increased losses related to employee acts or omissions, or system failure, or if we are unable to obtain adequate insurance coverage at reasonable rates, or if we are unable to receive reimbursements from insurance carriers, our financial condition and results of operations could be materially and adversely affected.

Our quarterly operating results are likely to fluctuate, which may affect our stock price.

Our quarterly revenues, expenses, operating results and gross profit margins vary from quarter to quarter and could result in a decrease in the market price of our common stock. The reasons our quarterly results may fluctuate include:

• variations in profit margins attributable to product mix;
• changes in the general competitive and economic conditions;
• delays in, or uneven timing in the delivery of, customer orders; and
• the introduction of new products by us or our competitors.

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Period to period comparisons of our results should not be relied on as indications of future performance.

Future government regulations or other standards could have an adverse effect on our operations.

Our operations are subject to a variety of laws, regulations and licensing requirements of national and local authorities in the PRC. We are required to obtain licenses or permits from the PRC central government and from Anhui province, where we operate, and to meet certain standards in the conduct of our business. The loss of such licenses, or the imposition of conditions to the granting or retention of such licenses, could have an adverse effect on us. In the event that these laws, regulations and/or licensing requirements change, we may be required to modify our operations or to utilize resources to maintain compliance with such rules and regulations. In addition, new regulations may be enacted that could have an adverse effect on us.

Our limited ability to protect our licensed intellectual property, and the possibility that this technology could inadvertently infringe technology owned by others, may adversely affect our ability to compete.

We currently hold exclusive licenses for five patents, three of which are licensed from Anhui University of Technology and Science and the other two from the Hangzhou Tianye Communication Equipment Co., Ltd. A successful challenge to the ownership of this technology by third parties could materially damage our business prospects. Our competitors may assert that the technologies or products infringe on their patents or proprietary rights. We may be required to obtain from others licenses that may not be available on commercially reasonable terms, if at all. Problems with intellectual property rights could increase the cost of our products or delay or preclude our new product development and commercialization. If infringement claims against us or our licensors are deemed valid, we may not be able to obtain appropriate licenses on acceptable terms or at all. Litigation could be costly and time-consuming but may be necessary to protect our technology license positions or to defend against infringement claims.

Environmental regulations impose substantial costs and limitations on our operations.

We are subject to various national and local environmental laws and regulations in China concerning issues such as air emissions, wastewater discharges, and solid waste management and disposal. These laws and regulations can restrict or limit our operations and expose us to liability and penalties for non-compliance. While we believe that our facilities are in material compliance with all applicable environmental laws and regulations, the risks of substantial unanticipated costs and liabilities related to compliance with these laws and regulations are an inherent part of our business. It is possible that future conditions may develop, arise or be discovered that create new environmental compliance or remediation liabilities and costs. While we believe that we can comply with existing environmental legislation and regulatory requirements and that the costs of compliance have been included within budgeted cost estimates, compliance may prove to be more limiting and costly than anticipated.

Our business and reputation as a provider of transmission and communication towers may be adversely affected by product defects or performance.

We believe that we offer high quality products that are reliable and competitively priced. If our products do not perform to specifications, we might be required to redesign or recall those products or pay substantial damages. Such an event could result in significant expenses, disrupt sales and affect our reputation and that of our products. In addition, product defects could result in substantial product liability. We do not have product liability insurance. If we face significant liability claims, our business, financial condition, and results of operations would be adversely affected.

RISKS RELATED TO OUR INDUSTRY

Our success relies on our management’s ability to understand the electric transmission and wireless communication industries.

We target the rapidly evolving electric transmission and wireless communication markets for tower and related products and services. As such, it is critical that our management is able to understand industry trends and make good strategic business decisions. If our management is unable to identify industry trends and act in response to such trends in a way that is beneficial to us, our business will suffer.

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If we are unable to respond to the rapid changes in our industries and changes in our customers’ requirements and preferences, our business, financial condition and results of operations could be adversely affected.

If we are unable, for technological, legal, financial or other reasons, to adapt in a timely manner to changing market conditions or customer requirements, we could lose customers and market share. The electric transmission and wireless communication industries are characterized by fairly rapid technological change. Changes in customer requirements and preferences, the frequent introduction of new products and services embodying new technologies and the emergence of new industry standards and practices could render our existing products, services and systems obsolete. The nature of products and services in the electric transmission and wireless communication industries and their rapid evolution will require that we continually improve the performance, features and reliability of our products and services. Our success will depend, in part, on our ability to:

• enhance our existing products and services;
• anticipate changing customer requirements by designing, developing, and launching new products and services that address the increasingly sophisticated and varied needs of our current and prospective customers; and
• respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

The development of additional products and services involves significant technological and business risks and requires substantial expenditures and lead time. If we fail to introduce products with new technologies and standards in a timely manner, or adapt our products to these new technologies and standards, our business, financial condition and results of operations could be adversely affected. We cannot assure you that even if we are able to introduce new products or adapt our products to new technologies and standards that our products will gain acceptance among our customers. In addition, from time to time, we or our competitors may announce new products, product enhancements or technological innovations that have the potential to replace or shorten the life cycles of our existing products and that may cause customers to refrain from purchasing our existing products, resulting in inventory obsolescence.

We may not be able to maintain or improve our competitive position in the electric transmission and wireless communication industries, and we expect this competition to continue to be intense.

China’s electric transmission and wireless communication industries are large and established, though rapidly evolving. Our primary competition comes from domestic companies such as Meteno Communication Technologies, Qixing Tower, and Nanjing Daji Towers. Additional competition comes from large international companies such as Valmont Industries, Inc. (NYSE:VMI). Some of our international competitors are larger than us and possess greater name recognition, assets, personnel, sales and financial resources. These entities may be able to respond more quickly to changing market conditions by developing new products and services that meet customer requirements or are otherwise superior to our products and services and may be able to more effectively market their products than we can because they have significantly greater financial, technical and marketing resources than we do. They may also be able to devote greater resources than we can to the development, promotion and sale of their products. Increased competition could require us to reduce our prices, result in our receiving fewer customer orders, and result in our loss of market share. We cannot assure you that we will be able to distinguish ourselves in a competitive market. To the extent that we are unable to successfully compete against existing and future competitors, our business, operating results and financial condition could be materially adversely affected.

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RISKS RELATED TO DOING BUSINESS IN CHINA

Changes in China's political or economic situation could harm us and our operating results.

Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the government could change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some of the things that could have this effect are:

• Level of government involvement in the economy;
• Control of foreign exchange;
• Methods of allocating resources;
• Balance of payments position;
• International trade restrictions; and
• International conflict.

The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, or OECD, in many ways. For example, state-owned enterprises still constitute a large portion of the Chinese economy and weak corporate governance and a lack of flexible currency exchange policy still prevail in China. As a result of these differences, we may not develop in the same way or at the same rate as might be expected if the Chinese economy was similar to those of the OECD member countries.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiaries in the PRC. Our operating subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. In addition, all of our executive officers and all of our directors are residents of China and not of the United States, and substantially all the assets of these persons are located outside the United States. As a result, it could be difficult for investors to affect service of process in the United States or to enforce a judgment obtained in the United States against our Chinese operations and subsidiaries.

You may have difficulty enforcing judgments against us.

We are a Delaware corporation that serves as a holding company for our PRC operations and most of our assets are located outside of the United States and mostly in China. Our officers and directors are not residents in the United States and the substantial majority of their assets are located outside of the United States. As a result, it may be difficult for you to enforce in U.S. courts judgments on the civil liability provisions of the U.S. federal securities laws against us and it may be difficult for you to effect service of process within the United States upon our officers and directors. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts. We have been advised that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law and that PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security or the public interest. So it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States.

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The PRC government exerts substantial influence over the manner in which we must conduct our business activities.

The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.

Future inflation in China may inhibit our ability to conduct business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past ten years, the rate of inflation in China has been as high as 20.7% and as low as -2.2% . These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products and our company.

Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.

The majority of our revenues will be settled in RMB and U.S. dollars, and any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RMB and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

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Since July 2005, the RMB has no longer been pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

Currently, some of our raw materials and major equipment are imported. In the event that the U.S. dollars appreciate against RMB, our costs will increase. If we cannot pass the resulting cost increases on to our customers, our profitability and operating results will suffer. In addition, if our sales to international customers grow, we will be increasingly subject to the risk of foreign currency depreciation.

Restrictions under PRC law on our PRC subsidiaries' ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our businesses.

Substantially all of our revenues are earned by our PRC subsidiaries. However, PRC regulations restrict the ability of our PRC subsidiaries to make dividends and other payments to their offshore parent company. PRC legal restrictions permit payments of dividend by our PRC subsidiaries only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are also required under PRC laws and regulations to allocate at least 10% of our annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. Any limitations on the ability of our PRC subsidiaries to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability, limit our ability to acquire PRC companies or to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us or otherwise materially adversely affect us.

In October 2005, SAFE issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and Return Investment Through Special Purpose Companies by Residents Inside China, generally referred to as Circular 75, which required PRC residents to register with the competent local SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Internal implementing guidelines issued by SAFE, which became public in June 2007 (known as Notice 106), expanded the reach of Circular 75 by (1) purporting to cover the establishment or acquisition of control by PRC residents of offshore entities which merely acquire “control” over domestic companies or assets, even in the absence of legal ownership; (2) adding requirements relating to the source of the PRC resident’s funds used to establish or acquire the offshore entity; covering the use of existing offshore entities for offshore financings; (3) purporting to cover situations in which an offshore SPV establishes a new subsidiary in China or acquires an unrelated company or unrelated assets in China; and (4) making the domestic affiliate of the SPV responsible for the accuracy of certain documents which must be filed in connection with any such registration, notably, the business plan which describes the overseas financing and the use of proceeds. Amendments to registrations made under Circular 75 are required in connection with any increase or decrease of capital, transfer of shares, mergers and acquisitions, equity investment or creation of any security interest in any assets located in China to guarantee offshore obligations, and Notice 106 makes the offshore SPV jointly responsible for these filings. In the case of an SPV which was established, and which acquired a related domestic company or assets, before the implementation date of Circular 75, a retroactive SAFE registration was required to have been completed before March 31, 2006. This date was subsequently extended indefinitely by Notice 106, which also required that the registrant establish that all foreign exchange transactions undertaken by the SPV and its affiliates were in compliance with applicable laws and regulations. Failure to comply with the requirements of Circular 75, as applied by SAFE in accordance with Notice 106, may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the SPV’s affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to the SPV, or from engaging in other transfers of funds into or out of China.

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We have advised our shareholders who are PRC residents, as defined in Circular 75, to register with the relevant branch of SAFE, as currently required, in connection with their equity interests in us and our acquisitions of equity interests in our PRC subsidiaries. However, we cannot provide any assurances that their existing registrations have fully complied with, and they have made all necessary amendments to their registration to fully comply with, all applicable registrations or approvals required by Circular 75. Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how or whether SAFE will apply it to us, we cannot predict how it will affect our business operations or future strategies. For example, our present and prospective PRC subsidiaries’ ability to conduct foreign exchange activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance with Circular 75 by our PRC resident beneficial holders. In addition, such PRC residents may not always be able to complete the necessary registration procedures required by Circular 75. We also have little control over either our present or prospective direct or indirect shareholders or the outcome of such registration procedures. A failure by our PRC resident beneficial holders or future PRC resident shareholders to comply with Circular 75, if SAFE requires it, could subject these PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

Our business and financial performance may be materially adversely affected if the PRC regulatory authorities determine that our acquisition of TEC Technology constitutes a Round-trip Investment without MOFCOM approval.

On August 8, 2006, six PRC regulatory agencies promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the 2006 M&A Rule, which became effective on September 8, 2006. According to the 2006 M&A Rule, a “Round-trip Investment” is defined as having taken place when a PRC business that is owned by PRC individual(s) is sold to a non-PRC entity that is established or controlled, directly or indirectly, by those same PRC individual(s). Under the 2006 M&A Rules, any Round-trip Investment must be approved by the Ministry of Commerce, MOFCOM, and any indirect arrangement or series of arrangements which achieves the same end result without the approval of MOFCOM is a violation of PRC law.

On May 4, 2010, our Chairman and President, Mr. Chun Lu, entered into an option agreement with TEC and Mr. Hua Peng Phillip Wong, pursuant to which Mr. Lu was granted an option to acquire 17,797,372 shares our common stock currently owned by Mr. Wong, for an exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but not in part, during the period commencing on the 365^th day following of the date of the option agreement and ending on the second anniversary of the date thereof. After Mr. Lu exercises this option, he will be our controlling stockholder. His acquisition of our equity interest, or the Acquisition, is required to be registered with the competent administration of industry and commerce authorities, or AIC, in Beijing. Mr. Lu will also be required to make filings with the Beijing SAFE, to register the Company and its non-PRC subsidiaries to qualify them as SPVs, pursuant to Circular 75 and Circular 106.

The PRC regulatory authorities may take the view that the Acquisition and the Share Exchange Agreement are part of an overall series of arrangements which constitute a Round-trip Investment because at the end of these transactions, Mr. Lu will become the majority owner and effective controlling party of a foreign entity that acquired ownership of our Chinese subsidiaries. The PRC regulatory authorities may also take the view that the registration of the Acquisition with the relevant AIC in Beijing and the filings with the Beijing SAFE may not be evidence that the Acquisition has been properly approved because the relevant parties did not fully disclose to the AIC, SAFE or MOFCOM the overall restructuring arrangements, the existence of the Share Exchange Agreement and its link with the Acquisition. If the PRC regulatory authorities take the view that the Acquisition constitutes a Round-trip Investment under the 2006 M&A Rules, we cannot assure you we may be able to obtain the approval required from MOFCOM.

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If the PRC regulatory authorities take the view that the Acquisition constitutes a Round-trip Investment without MOFCOM approval, they could invalidate our acquisition and ownership of our Chinese subsidiaries. Additionally, the PRC regulatory authorities may take the view that the Acquisition constitutes a transaction which requires the prior approval of the China Securities Regulatory Commission, or CSRC, before MOFCOM approval is obtained. We believe that if this takes place, we may be able to find a way to re-establish control of our Chinese subsidiaries’ business operations through a series of contractual arrangements rather than an outright purchase of our Chinese subsidiaries. But we cannot assure you that such contractual arrangements will be protected by PRC law or that we can receive as complete or effective economic benefit and overall control of our Chinese subsidiaries’ business than if the Company had direct ownership of our Chinese subsidiaries. In addition, we cannot assure you that such contractual arrangements can be successfully effected under PRC law. If we cannot obtain MOFCOM or CSRC approval if required by the PRC regulatory authorities to do so, and if we cannot put in place or enforce relevant contractual arrangements as an alternative and equivalent means of control of our Chinese subsidiaries, our business and financial performance will be materially adversely affected.

Under the New EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.

China passed a new Enterprise Income Tax Law, or the New EIT Law, and its implementing rules, both of which became effective on January 1, 2008. Under the New EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the New EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.

On April 22, 2009, the State Administration of Taxation issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice, further interpreting the application of the New EIT Law and its implementation non-Chinese enterprise or group controlled offshore entities. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate chops, board and shareholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior management often resident in China. A resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC shareholders. However, it remains unclear as to whether the Notice is applicable to an offshore enterprise incorporated by a Chinese natural person. Nor are detailed measures on imposition of tax from non-domestically incorporated resident enterprises are available. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

We may be deemed to be a resident enterprise by Chinese tax authorities. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on financing proceeds and non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the New EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with respect to gains derived by our non-PRC shareholders from transferring our shares. We are actively monitoring the possibility of “resident enterprise” treatment for the 2008 tax year and are evaluating appropriate organizational changes to avoid this treatment, to the extent possible.

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If we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to taxation in both the U.S. and China, and our PRC tax may not be creditable against our U.S. tax.

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we violated these laws could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. We have operations, agreements with third parties and we make most of our sales in China. PRC also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants, sales agents or distributors of our Company, even though they may not always be subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the U.S. government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

RISKS RELATED TO THE MARKET FOR OUR STOCK GENERALLY

Our common stock is quoted on the OTC Bulletin Board which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTC Bulletin Board. The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or NASDAQ. The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future. We plan to list our common stock as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing.

We may be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

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There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

We do not intend to pay dividends for the foreseeable future.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

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

Overview

We are primarily engaged, through our indirect Chinese subsidiary, in the design, production and sale of transmission towers and related products used in high voltage electric power transmission and wireless communications. As a subcontractor on large transmission projects for electric utility companies or telecommunications service providers, we usually sell our tower products to prime contractors who are developing and constructing the projects for end customers. Our electric transmission towers currently support 35kv, 110kv, 220kv, and 500kv transmission lines and we plan to build towers that support Ultra High Voltage (UHV) tower lines of 750+kv DC or 1000+kv AC transmission lines. Our wireless communication towers include single-tube towers, 4-strut towers and roof top towers for the 2G, 3G, and microwave market. We plan to expand our business in the near future to enter the communication base station market and to offer tower installation and maintenance services. Our towers are primarily made of steel, but some contain aluminum or other alloy materials.

Our revenues currently are, and historically have been, generated from the sale of our tower products. Our revenues increased from $8.3 million in fiscal year 2008 to $22.4 million in fiscal year 2009, representing a compounded growth rate of approximately 169%. In the future we expect to offer installation and maintenance services that we believe will generate an additional revenue stream. To date we have generate no material revenues from such services.

Our company headquarters is located in Anhui Province in southeastern China and our domestic sales network is operated from our branch office in the Shenzhen Special Economic Zone.

Recent Developments

On May 4, 2010, we consummated a share exchange agreement with TEC, a Hong Kong limited company, and its sole shareholder, Mr. Hua Peng Phillip Wong, pursuant to which we acquired 100% of the issued and outstanding capital stock of TEC in exchange for 19,194,421 shares of our common stock, par value $0.001, which constituted 63.6% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the share exchange agreement. Immediately following closing of the reverse acquisition of TEC, Mr. Wong transferred 1,397,049 of the shares issued to him under the share exchange to certain persons who provided prior services to TEC and its subsidiaries, pursuant to a side letter agreement among Mr. Wong and such service providers, dated May 4, 2010. As a result of this share transfer, Mr. Wong now holds 17,797,372 shares of our common stock constituting 58.9% of our issued and outstanding capital stock on a fully-diluted basis.

Upon the closing of the reverse acquisition on May 4, 2010, Ms. Jiaojiao Jiao, our sole director and officer, resigned from all offices of the Company that she held. On May 4, 2010, Ms. Jiao also resigned as the sole director of the Company, effective ten (10) days following the filing and mailing of an information statement on Schedule 14f-1, and Mr. Chun Lu, was appointed as Director and Chair of our Board of Directors, effective immediately. Also upon the closing of the reverse acquisition, our board of directors increased its size to 3 members and appointed Mr. Xiaoxiang Liu and Mr. Wei Zhang to fill the vacancies created by such increase, effective as of the effective date of Ms. Jiao’s resignation. In addition, our board of directors appointed Mr. Lu to serve as our Chief Executive Officer, Mr. Yuhua Yang to serve as our Chief Financial Officer, Treasurer and Secretary, Mr. Baojia He to serve as our Chief Technology Officer, Mr. Jianming Wang to serve as our Chief Operating Officer, Mr. Xiaoxiang Liu to serve as our Chief Administrative Officer and Mr. Debin Chen to serve as our Vice President of Sales and Marketing, effective immediately at the closing of the reverse acquisition.

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For accounting purposes, the acquisition of TEC Tower was accounted for under the acquisition method with TEC as the holding company of both companies for legal purposes. Accordingly, our financial statements have been prepared on a consolidated basis for the periods presented. The share exchange transaction with TEC Technology Limited was treated as a reverse acquisition, with TEC as the acquirer and TEC Technology Limited as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of TEC and its consolidated subsidiary.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

• Growth in the Chinese Economy. We operate our manufacturing facilities in China and derive over 50% of our revenues from sales to customers in China. Economic conditions in China, therefore, affect virtually all aspects of our operations, including the demand for our products, the availability and prices of our raw materials and our other expenses. Despite the global economic turmoil which resulted in a slowing of its growth rate, China experienced significant economic growth in recent years, achieving a 8.7% growth in gross domestic product in 2009, with a fourth quarter growth of 10.7% on an annualized basis. China appears to be emerging from the economic slowdown and is expected to experience continued growth in all areas of investment and consumption.

• Product Development and Brand Recognition. We believe that in order to compete effectively in this market, we need to constantly improve the quality of our products and deliver new products. As such, we face the challenge of expanding our research and development capacity. We need to maintain a strong and sufficient research and development team and identify the right directions for our research and development. We also face the long-term challenge of developing our brand recognition. We plan to focus on building a reputation for quality and excellent customer service within our industry instead of advertising. We believe that our sales and service team are key in developing the company’s brand recognition and value.

• Growth of Transmission Projects. Sales of our tower products are dependent on the continued availability of transmission projects both in China and in emerging overseas markets. Growth in the domestic market relies primarily on China’s continued investment in the electric transmission industry, in accordance with its 11^th 5-Year Plan, mainly through its investment in the state run electric transmission utility companies, State Grid Corporation of China and China Southern Power Grid, and in dozens of provincial level grid companies that supply regional and local grids. So far China’s investment in electric transmission has totaled over $100 billion, approximately 25% of which was spent on towers and related products and services, and we expect this investment to continue for the next 5-7 years. China’s wireless communications market has also grown considerably in the past decade, with an estimated 700 million mobile phone users in China as of September 2009. Continued growth in the wireless communications market will depend on the success of planned service provider infrastructure investment of over $60 billion in the next five years, with the bulk of this amount expected to be allocated to tower and base station development. Continued growth in transmission projects in the developing overseas electric transmission and wireless communication markets will similarly depend on continued investments in these overseas markets, such as Africa’s reported $3.2 billion annual investment in mobile communication infrastructure per year through 2010 and annual investments in the Middle East, Africa, and South America totaling over $15 billion a year, with annual growth rate of over 10%. We believe that if planned investments in electric and wireless communications projects in China and abroad continue to be implemented, we will realize increased opportunities to sell our tower products and planned maintenance services.

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Taxation

United States and Hong Kong

We are subject to United States tax at a tax rate of 34%. No provision for income taxes in the United States has been made as we have no income taxable in the United States.

Our indirect subsidiary, TEC, was incorporated in Hong Kong and under the current laws of Hong Kong, is subject to Profits Tax of 16.5% . No provision for Hong Kong Profits Tax has been made as TEC HK has no taxable income.

China

Beginning January 1, 2008, the New EIT Law imposes a unified EIT of 25% on all domestic invested enterprises and FIEs, unless they qualify under certain limited exceptions. Under the New EIT Law, companies designated as High- and New-Technology Enterprises may enjoy a reduced national enterprise income tax of 15%. We plan to apply for High- and New-Technology Enterprise designation for TEC Technology. However, there can be no assurance that TEC Technology will qualify as a High- and New-Technology Enterprise.

In addition to the changes to the current tax structure, under the New EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a resident enterprise and will normally be subject to an EIT of 25% on its global income. The implementing rules define the term “de facto management bodies” as “an establishment that exercises, in substance, overall management and control over the production, business, personnel, accounting, etc., of a Chinese enterprise.” If the PRC tax authorities subsequently determine that we should be classified as a resident enterprise, then our organization’s global income will be subject to PRC income tax of 25%. For detailed discussion of PRC tax issues related to resident enterprise status, see “Risk Factors – Under the New EIT Law, we may be classified as a ‘resident enterprise’ of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders.”

In addition, the New EIT Law and its implementing rules generally provide that a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes unless the jurisdiction of incorporation of such enterprises’ shareholder has a tax treaty with China that provides for a different withholding arrangement. TEC Technology is considered an FIE and is directly held by our subsidiary in Hong Kong. According to a 2006 tax treaty between the Mainland and Hong Kong, dividends payable by an FIE in China to the company in Hong Kong who directly holds at least 25% of the equity interests in the FIE will be subject to a no more than 5% withholding tax. We expect that such 5% withholding tax will apply to dividends paid to TEC by TEC Technology, but this treatment will depend on our status as a non-resident enterprise.

Our future effective income tax rate depends on various factors, such as tax legislation, the geographic composition of our pre-tax income and non-tax deductible expenses incurred. Our management carefully monitors these legal developments and will timely adjust our effective income tax rate when necessary.

Results of Operations

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

The following table sets forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net sales. As the acquisition of TEC was entered into after December 31, 2008 and during the periods indicated TEC was the only entity in our combined business that had operations, the results of operations below refer only to that of TEC.

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Fiscal Ended
December 31,
		2009		2008
			As a		As a
			percentage of		percentage
		In Dollars	net sales	In Dollars	of net sales
Net Sales	$	22,380,597		8,319,915
Cost of Sales		15,149,926	67.7%	6,588,843	79.2%
Gross Profit		7,230,671	32.3%	1,731,072	20.8%
Selling, General and Administrative Expenses		1,324,501	5.9%	1,057,880	12.7%
Operating Income		5,906,170	26.4%	673,192	8.1%
Interest Expenses		479,526	2.1%	525,506	6.3%
Other Income		207,096	0.9%	15,550	0.2%
Income (Loss) Before Income Taxes		5,633,740	25.2%	163,236	2.0%
Provision for Income Taxes		1,479,397	6.6%	40,739	0.5%
Net Income	$	4,154,343	18.6%	122,497	1.5%

Net Sales. Our revenue is mainly generated from sales of our tower products. Our net sales increased $14,060,682, or 169%, to $22,380,597 in 2009 from $8,319,915 in 2008. This increase in our net sales during the year ended December 31, 2009, was mainly due to an increase in the size and scope of our projects and the maturity of our core business of tower design, manufacturing and sales from previous years.

Cost of Sales. Our cost of revenue includes the direct costs of our raw materials, primarily steel, as well as the cost of labor and overhead. Our cost of sales increased $8,561,083, or 129.9%, to $15,149,926 in the year ended December 31, 2009 from $6,588,843 in the 2008 period. The increases were primarily due to costs associated with the overall increase in the volume of products sold including raw materials, labor, energy and other costs, which we believe were in line with our increased sales. As a percentage of revenue, our cost of goods sold changed from 79.2% in the year ended December 31, 2008 to 67.7% in the 2009 year, mainly due to improvement in economy of scale in our growing business volume, as well as the additional efficiency the company gained from enhanced production experience.

Gross Profit and Gross Margin. Our gross profit is equal to the difference between our revenue and our cost of revenue. Our gross profit increased $5,499,599, or 317.7%, to $7,230,671 in the year ended December 31, 2009, from $1,731,072 in the 2008 period. Gross profit as a percentage of revenue was 32.3% and 20.8% for years December 31, 2009 and 2008, respectively. The increase in the gross margin was primarily a result of improvement in economy of scale in our growing business volume, as well as the additional efficiency the company gained from enhanced production experience.

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Selling, general and administrative expenses. General and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional advisor fees, bad debts reserve and other expenses incurred in connection with general operations, and our selling expenses consist primarily of compensation and benefits to our sales and marketing staff, sales commission, cost of advertising, promotion, business travel, after-sale support, transportation costs and other sales related costs. In the year ended December 31, 2009, our selling, general and administration expenses rose to $1,324,501, or 25.2%, from $1,057,880 in the 2008 period. This increase was primarily attributable to increases in administrative expenses, as the company grew rapidly in terms of personnel and accounting complexity.

Other income. Other income is mainly income generated from the recycling of scrap metal and government grants to encourage exports. Other income increased $191,546, or 1,231.8%, to $207,096 in the year ended December 31, 2009, from $15,550 in 2008 period. The increase was primarily due to a significant increase in scrap metal recycle income in 2009.

Interest expense. Interest expense decreased $45,980, or (8.7)%, to $479,526 in the year ended December 31, 2009, from $525,506 in the 2008 period. The decrease was primarily due to significant drop in exchange rate of RMB against Indian rupee in 2008 leading to unusually high interest expenses in 2008. The exchange rate between RMB and the Rupee stayed relatively stable in 2009.

Income (loss) before Income Taxes. Our income before income taxes increase by $5,470,504, or 3,351.3%, to $5,633,740 in the year ended December 31, 2009, from a net income of $163,236 in the 2008 period. The main reason for such an increase was mainly due to rapid expansion of our core business of tower design, manufacturing and sales.

Income Taxes. Our provision income tax provisions increased by $1,438,658, or 3,531.4%, to $1,479,397 in the year ended December 31, 2009, from $40,739 in the 2008 period. The increase was primarily attributable to significant income the company gained due to the expansion of our core business.

Net (Loss) Income. In the year ended December 31, 2009, we generated a net income of $4,154,343, an increase of $4,031,846, or 3,291.4%, from $122,497 in the 2008 period. This increase was primarily attributable to rapid expansion of our core business of tower design, manufacturing and sales.

Liquidity and Capital Resources

The following table sets forth a summary of our cash flows for the periods indicated:

Cash Flow
(all amounts in U.S. dollars)

		Fiscal Ended
		December 31,
		2009		2008
Net cash provided by (used in) operating activities	$	(8,644,542	)	1,047,927
Net cash used in investing activities		3,604,230		950,304
Net cash provided by financing activities		11,481,474		330,075
Effects of exchange rate change in cash		223,577		251,669
Net increase (decrease) in cash and cash equivalents		(543,721	)	679,367
Cash and cash equivalent at beginning of the year		704,854		25,487
Cash and cash equivalent at end of the year		161,133		704,854

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Operating activities

Net cash used in operating activities was $8,644,542 for the year ended December 31, 2009, as compared to $1,047,927 net cash provided by operating activities for the same period in 2008. The decrease in net cash provided by operating activities was mainly due to the rapid business growth the company undertook in 2009 over 2008 leading to significant increases in inventory, other receivables and accounts receivables for the year ended December 31, 2009 as compared to the same period in 2008.

Investing activities

Net cash used in investing activities for the year ended December 31, 2009 was $3,604,230, as compared to $950,304 net cash used in the same period of 2008. The decrease of net cash provided by investing was mainly attributable to the rapid business growth the company undertook in 2009 over 2008 leading to significant increase in investment in fixed assets such as plants and equipment, and intangible assets such as right to patents for the year ended December 31, 2009 as compared to the same period in 2008.

Financing activities

Net cash provided by financing activities for the year ended December 31, 2009 was $11,481,474, as compared to $330,075 net cash provided in the same period of 2008. The increase of net cash provided by financing was mainly attributable to additional bank loans to finance the rapidly increasing operating activities and asset acquisition.

Capital Expenditures

Our capital expenditures were $3,6047,229 and $944,052 for the years ended December 31, 2009 and 2008, respectively. Our capital expenditures in 2008 were mainly used to acquire assets in connection with our expansion of operations. $1,960,684 of our 2009 capital expenditures were used to acquire assets in connection with our expansion of operations. $1,643,545 was used to acquire land usage rights. We do not expect any material capital expenditure in year 2010 as we have sufficient capacity for our operations and planned expansion.

As of December 31, 2009, we had cash and cash equivalents of $161,133, primarily consisting of cash on hand and demand deposits. To date, we have financed our operations primarily through cash flows from operations, augmented by short-term bank borrowings and equity contributions by our stockholders.

We believe that our cash on hand and cash flow from operations will meet part of our present cash needs and we will require additional cash resources, including loans, to meet our expected capital expenditure and working capital for the next 12 months. We may, however, in the future, require additional cash resources due to changed business conditions, implementation of our strategy to ramp up our marketing efforts and increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Loan Commitments

As of December 31, 2009, the amount, maturity date and term of each of our bank loans are as follows:

Bank	Amount	Maturity Date	Interest Rate	Duration
Hefei Branch Business Department of China Everbright Bank*	RMB 30,000,000 (approximately $4,392,387)	November 25, 2010	5.31%	1 year
Xuancheng Branch of Huishang Bank	RMB 20,000,000 (approximately $2,928,258)	February 8, 2011	5.75%	1 year

________________
* The Loan Contract is personally guaranteed by Mr. Chun Lu, our Chairman, pursuant to a maximum guarantee contract between the bank and Mr. Lu.

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The Company has a RMB 10,000,000 (approximately $1,464,129) revolving line of credit with the Hefei Sipailou Branch of China Merchants Bank, pursuant to a crediting agreement, dated September 27, 2009, between TEC Tower and the bank. This revolving line of credit is guaranteed by Anhui Sea-Converge Guarantee Co., Ltd., an unaffiliated company. The crediting agreement will terminate on September 27, 2010.

The Company also has at its disposal a RMB 6,300,000 revolving line of credit with the Longshou Sub-branch of Xuancheng Branch of Industrial and Commercial Bank of China, pursuant to a Collateral Agreement between TEC Tower and the bank. The line of credit is secured by TEC Tower’s land use rights. To date, the Company has only utilized RMB 2,000,000 (approximately $292,826) of the line of credit. The line of credit will terminate on October 7, 2011.

Obligations under Material Contracts

Except with respect to the loan obligations disclosed under the “Loan Commitments” heading, we have no obligations to pay cash or deliver cash to any other party.

Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor the price change in travel industry and continually maintain effective cost control in operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Seasonality

Our operating results and operating cash flows historically have been subject to seasonal variations. Our revenues are usually higher in the second and third quarter of the calendar year than in the other quarters and the first quarter is usually the slowest quarter because fewer projects are undertaken during and around the Chinese spring festival.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

• Basis of Consolidation and Presentation. The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). In the opinion of management, the accompanying balance sheets, and statements of income, and cash flows and include all adjustments, consisting only of normal recurring items, considered necessary to give a fair presentation of operating results for the periods presented. All material inter-company transactions and balances have been eliminated in consolidation.

• Business Combinations. The Company adopted the accounting pronouncements relating to business combinations (primarily contained in ASC Topic 805 "Business Combinations"), including assets acquired and liabilities assumed arising from contingencies. These pronouncements established principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquire as well as provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. In addition, these pronouncements eliminate the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria and require an acquirer to develop a systematic and rational basis for subsequently measuring and accounting for acquired contingencies depending on their nature. Our adoption of these pronouncements will have an impact on the manner in which we account for any future acquisitions.

• Non-Controlling Interest in Consolidated Financial Statements. The Company adopted the accounting pronouncement on non-controlling interests in consolidated financial statements, which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance is primarily contained in ASC Topic "Consolidation". It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated financial statements. The adoption of this standard has not had material impact on our consolidated financial statements.

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• Use of estimates. The preparation of consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

• Allowance for doubtful accounts. The Company reduces gross trade accounts receivable by an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews its allowance for doubtful accounts on a regular basis and all past due balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

• Impairment of long-lived assets. The Company reviews the carrying amount of its long-lived assets, including intangibles, for impairment, each reporting period. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is considered not recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. As of December 31, 2009 and December 31, 2008, the Company determined no impairment charges were necessary.

• Property, plant and equipment, net. Property and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets. Any gain or loss arising on the sale or disposal of the asset is included in the income statement in the period the item is sold or otherwise disposed. Maintenance and repairs of property and equipment are charged to operations when incurred. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. In these instances, the Company recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. To date, no such impairment losses have been recorded.

• Revenue recognition. The Company’s revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer. The Company recognizes revenue when the goods are delivered and title has passed. Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by the VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product.

• Research and development costs. Research and development costs include costs incurred to develop new products and are charged to operations when incurred. These costs totaled $6,507 and $Nil as incurred for the years ended December 31, 2009 and December 31, 2008, respectively. The costs for development of new products and substantial enhancements to existing products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized.

• Foreign currency translation. Reporting currency of the Company is the U.S. dollars. The functional currency of the Company is the Chinese Renminbi (RMB). For those entities whose functional currency is other than the US dollars, all assets and liabilities are translated into U.S. dollars at the exchange rate on the balance sheet date; shareholders’ equity is translated at historical rates and items in the statements of income and of cash flows are translated at the average rate for the period. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported in the statement of cash flows will not necessarily agree with changes in the corresponding balances in the balance sheet. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

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Recent Accounting Pronouncements

On June 5, 2003, the United States Securities and Exchange Commission ("SEC") adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), as amended by SEC Release No. 33-9072 on October 13, 2009. Under the provisions of Section 404 of the Sarbanes-Oxley Act, public companies and their independent auditors are each required to report to the public on the effectiveness of a company’s internal controls. The smallest public companies with a public float below $75 million have been given extra time to design, implement and document these internal controls before their auditors are required to attest to the effectiveness of these controls. This extension of time will expire beginning with the annual reports of companies with fiscal years ending on or after June 15, 2010. Commencing with its annual report for the fiscal year ending December 31, 2010, the Company will be required to include a report of management on its internal control over financial reporting.

In June 2009, the FASB approved the "FASB Accounting Standards Codification" (the "Codification") as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered nonauthoritative. The Codification is effective for interim and annual periods ending after September 15, 2009.

In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04 "Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99" which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities . The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.

In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 "Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value" , which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. This update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability. The amendments in this update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08 "Earnings Per Share – Amendments to Section 260-10-S99", which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock . The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.

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In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09 "Accounting for Investments -Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees" . This update represents a correction to Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee . Additionally, it adds observer comment Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees to the Codification. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12 "Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent)" , which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.

In October 2009, the Financial Accounting Standards Board issued an Accounting Standards Update ("ASU") regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing. This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of May 4, 2010 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Room 4002, RongChao Landmark, 4028 Jintian Rd, Futian District, Shenzhen 518070, People’s Republic of China.

			Amount and
			Nature of	Percent
Name and Address of Beneficial			Beneficial	of
Owner	Office, If Any	Title of Class	Ownership(1)	Class(2)
Officers and Directors
Chun Lu	Chairman, CEO and President	Common stock, $0.001 par value	0(3)	*

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			Amount and
			Nature of	Percent
Name and Address of Beneficial			Beneficial	of
Owner	Office, If Any	Title of Class	Ownership(1)	Class(2)
Yuhua Yang	CFO, Treasurer and Secretary	Common stock, $0.001 par value	0	*
Xiaoxiang Liu	Director	Common stock, $0.001 par value	0	*
Wei Zhang	Director	Common stock, $0.001 par value	0	*
Debin Chen	Vice President of Marketing and Sales	Common stock, $0.001 par value	0	*
Jianming Wang	Chief Operating Officer	Common stock, $0.001 par value	0	*
Baojia He	Chief Technology Officer	Common stock, $0.001 par value	0	*
All officers and directors as a group (7 persons named above)		Common stock, $0.001 par value	0	*
5% Security Holders
Hua Peng Phillip Wong	--	Common stock, $0.001 par value	17,797,372 (3)	58.97%
AMTT Digital A Limited	--	Common stock, $0.001 par value	4,130,000(4)	13.68%
Ying Liu	--	Common stock, $0.001 par value	2,490,129	8.25%

________________
* Less than 1%

(1)	Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.
(2)	A total of 30,181,552 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of May 4, 2010. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.
(3)	The shares held by Mr. Wong are subject to an option agreement, dated May 4, 2010, which gives our Chief Executive Officer, Mr. Lu, an option to acquire 17,797,372 shares our common stock currently owned by Mr. Wong. For details regarding this option agreement, see our disclosures under “Changes in Control” below.
(4)	Includes 4,130,000 shares held by AMTT Digital A Limited, which is owned and controlled by Jian Wu.

Changes in Control

Pursuant to an option agreement, dated May 4, 2010, among TEC, our controlling shareholder, Mr. Hua Peng Phillip Wong, and our Chairman, Mr. Lu, Mr. Lu was granted an option to acquire 17,797,372 shares our common stock currently owned by Mr. Wong for an aggregate exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but not in part, during the period commencing on the 365^th day following of the date of the option agreement and ending on the second anniversary of the date thereof. Other than the foregoing, we do not currently have any arrangements which if consummated may result in a change of control of our Company.

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DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following sets forth information about our directors and executive officers as of the date of this report:

NAME	AGE	POSITION
Chun Lu	36	Chairman and Chief Executive Officer
Yuhua Yang	34	Chief Financial Officer
Xiaoxiang Liu	40	Director
Wei Zhang	41	Director
Debin Chen	39	Vice President of Sales and Marketing
Jianming Wang	36	Chief Operating Officer
Baojia He	58	Chief Technology Officer

Mr. Chun Lu. Mr. Lu has been our Chairman since May 4, 2010 and has served as the President of our subsidiary TEC Tower, since its inception in 2006. Prior to joining us, Mr. Lu was the general manager at Hangzhou Tianye Communication Equipment Co. from January 2002 to March 2006. Mr. Lu holds a bachelor’s degree from Zhejiang Industrial and Commerce University in International Trade.

Mr. Yuhua Yang. Mr. Yang has served as our Chief Financial Officer since May 4, 2010 and has served as the Director of Finance of our subsidiary TEC Tower, since February 2010. Prior to joining us, Mr. Yang worked as the chief accountant at Yancheng Casing Co. from December 2003 to February 2010. Mr. Yang holds a bachelor’s degree from the College of Finance and Economy at Lianyungang City, majoring in Taxation.

Mr. Xiaoxiang Liu. Mr. Liu has served as our Director since May 4, 2010 and has served as the General Manager of our subsidiary TEC Tower since 2008, and our Chief Administrative Officer since May 4, 2010.. Prior to joining us, Mr. Liu served as the president of Jingde County Branch of Industrial Commercial and Business Bank August 2005 December 2007, and as a customer manager at the same branch from July 2003 to August 2005. Mr. Liu holds a bachelor’s degree in Economics from the Open University of China in 2004 and is a member of the Anhui Abacus Association.

Mr. Wei Zhang. Mr. Zhang has served as our Director since May 4, 2010 and has provided consulting services to our subsidiary Anhui TEC Tower Co., Ltd, since its inception in 2006. Prior to joining us, Mr. Zhang worked from 2000 and 2009, as a service manager for the Beijing Chaowai Railway. Mr. Zhang holds a bachelor’s degree in Business Administration from the Peking University.

Mr. Debin Chen. Mr. Chen has served as our Vice President of Sales and Marketing since May 4, 2010 and has served in the same capacity for our subsidiary TEC Tower since September 2009. Prior to joining us, Mr. Chen served as the country manager, Bolivia and regional sales manager, North and South America for Huawei from June 1996 to July 2009. We believe that Mr. Chen’s strong overseas sales experience will help drive our overseas operations. Mr. Chen holds a Bachelor’s degree from Chengdu University of Science and Technology in Machinery Design and Manufacture.

Jianming Wang. Mr. Wang has served as our Chief Operating Officer since May 4, 2010 and has served our subsidiary, TEC Tower, in the same capacity, since December 2009. Prior to joining us, Mr. Wang worked at Huawei, from 2001 through 2009, as Service Sales Director of Sub-Saharan Region, Service Director of MTN Key Accounts, and Director of Global Service Sales. Mr. Wang earned a Bachelor’s degree from Zhejiang University in Office Automation and an MBA from University of Pretoria.

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Mr. Baojia He. Mr. He has served as our Chief Technology Officer since May 4, 2010 and has served as the Vice President of Research and Development of our subsidiary TEC Tower, since 2009. Prior to joining us, Mr. He served as the Vice President of Technology at Jiangsu Taihu Tower from March 2005 to April 2007.

Family Relationships

There is no family relationship among any of our officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Governance Structure

The Company is governed by a Board of Directors that currently consists of three members: Chun Lu, Wei Zhang and Xiaoxiang Liu, with Mr. Lu serving as Board Chairman and Mr. Zhang serving as Lead Director. None of the Company’s directors are “independent” as that term is defined by the Nasdaq Stock Market Rules, however the Company intends to appoint one or more independent directors in the near future. The Board may also establish and delegate some of its functions to various committees.

The Board believes the interests of all stockholders are best served at the present time through a leadership model with a combined Chairman/CEO position and a Lead Director. However, the Board retains authority to amend the By-Laws to separate the positions of Chairman and CEO at any time. The current CEO possesses an in-depth knowledge of the Company, its integrated operations in China, and the array of challenges to be faced, gained through over 15 years of successful experience. The Board believes that these experiences and other insights put the CEO in the best position to provide broad leadership for the Board as it considers strategy and as it exercises its fiduciary responsibilities to its stockholders.

The Board established the role of Lead Director and has appointed Mr. Wei Zhang, to serve in this capacity to remain in the position at least through the annual meeting of stockholders. The Leading Director’s duties include chairing executive sessions of the independent directors; chairing meetings of the Board in the absence of the Chairman; and, working closely with the Chairman in developing Board agendas, topics, schedules, and in reviewing materials provided to the directors.

The Board’s Role in Risk Oversight

The Board is charged with oversight of and safeguarding the assets of the Company and with maintaining appropriate financial and other controls, and conducting the Company’s business wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board of Directors’ oversight of the various risks facing the Company. In this regard, the Board seeks to understand and oversee critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve its objectives.

While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board. The Board monitors and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board and individual Directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management. The Board implements its risk oversight function as a whole but intends to establish and delegate this risk oversight function to various committees in the future.

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Director Qualifications

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareowners. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Company’s Board of Directors that are applicable to all Directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each Director. The Board considers the qualifications of Directors and Director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

Qualifications for All Directors

In its assessment of each potential candidate, the Board considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors the Board determines are pertinent in light of the current needs of the Board. The Board also takes into account the ability of a Director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The Board requires that each Director be a recognized person of high integrity with a proven record of success in his or her field. Each Director must demonstrate respect for and an ability and willingness to learn corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to ethical business practices. In addition to the qualifications required of all Directors, the Board assesses intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board does not have a specific diversity policy, but considers diversity of professional and academic experiences in evaluating candidates for Board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.

Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current needs and business priorities. The Company is a U.S. public company that offers tower products to end users in the electric transmission and wireless communications industry in China. Therefore, the Board believes that a diversity of professional experiences in tower construction and the electric transmission and wireless communications industry, specific knowledge of key geographic growth areas, and knowledge of U.S. capital markets and of U.S. accounting and financial reporting standards should be represented on the Board.

Set forth below is a tabular disclosure summarizing some of the specific qualifications, attributes, skills and experiences of our directors.

Director	Titles	Material Qualifications
Chun Lu	Chairman of the Board Chief Executive Officer	Co-founder of the Company Chairman and Chief Executive Officer of the Company’s oldest subsidiary, TEC Tower, since its incorporation Holds a bachelor’s degree in International Trade Mr. Lu contributes invaluable long-term knowledge of the Company’s business and operations and extensive experience in the communication and power equipment market

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Xiaoxiang Liu	Director	Holds a bachelor’s degree in Economics Experience in finance and banking as head of a bank Member of the Anhui Abacus Association Mr. Liu’s extensive experience in the industrial financial market and strong knowledge of the banking industry makes him a key member of our management staff and a valuable member of our board of directors
Wei Zhang	Lead Director Chief Administrative Officer	Holds a bachelor’s degree in Business Administration Mr. Zhang contributes his extensive knowledge and hands-on experience in the power utility industry to the Board

Stockholder Communication with the Board of Directors.

Stockholders may communicate with the Board by sending a letter to our board of directors, c/o Corporate Secretary, Highland Ridge, Inc., Xinqiao Industrial Park, Jingde County, Anhui Province, 242600, People's Republic of China, for submission to the board or committee or to any specific director to whom the correspondence is directed. Stockholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial stockholder of the Company. All communications received as set forth above will be opened by the Corporate Secretary or her designee for the sole purpose of determining whether the contents contain a message to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the Board will be forwarded promptly to the chairman of the Board, the appropriate committee or the specific director, as applicable.

EXECUTIVE COMPENSATION

Summary Compensation Table — Fiscal Years Ended December 31, 2009 and 2008

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

							Non-
						Non-Equity	Qualified
						Incentive Plan	Deferred
Name and				Stock	Option	Compensation	Compensation	All Other
Principal		Salary	Bonus	Awards	Awards	Earnings	Earnings	Compensation	Total
Position	Year	($)	($)	($)	($)	($)	($)	($)	($)
Chun Lu, Chairman and Chief Executive Officer (1)	2009	3,163	0	0	0	0	0	0	3,163
	2008	3,163	0	0	0	0	0	0	3,163
Yuhua Yang Chief Financial Officer (2)	2009	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0
Jiaojiao Jiao,	2009	0	0	0	0	0	0	0	0

former CEO and President(3)	2008	0	0	0	0	0	0	0	0
Michael Anthony, former CEO and President (4)	2009	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0

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(1)	On May 4, 2010, we acquired TEC in a reverse acquisition transaction that was structured as a share exchange and in connection with that transaction, Mr. Lu became our President and Chairman, effective immediately. Prior to the effective date of the reverse acquisition, Mr. Lu served as President of TEC’s subsidiary TEC Tower. The annual, long term and other compensation shown in this table include the amount Mr. Lu received from such subsidiary prior to the consummation of the reverse acquisition.
(2)	Mr. Yang was appointed as our Chief Financial Officer on May 4, 2010, in connection with our reverse acquisition of TEC.
(3)	After the closing of the reverse acquisition of TEC on May 4, 2010, Ms. Jiaojiao Jiao resigned from all offices she held with us and from her position as our director, effective as of the tenth day following the mailing of an Information Statement on Schedule 14f-1.
(4)	Mr. Michael Anthony served as our President and sole director from October 13, 2007 until his resignation and appointment of Ms. Jiao on January 13, 2010.

Our top three most compensated executives, other than our CEO and CFO, and our top two most compensated employees, other than the CEO, CFO and the top three executives, are listed in the table below along with their respective salary amounts for each of 2008 and 2009.

							Non-
						Non-Equity	Qualified
						Incentive Plan	Deferred
Name and				Stock	Option	Compensation	Compensation	All Other
Principal		Salary	Bonus	Awards	Awards	Earnings	Earnings	Compensation	Total
Position	Year	($)	($)	($)	($)	($)	($)	($)	($)
Xiaoxiang Liu, Chief Administrative Officer	2009	29,283	0	0	0	0	0	0	29,283
	2008	29,283	0	0	0	0	0	0	29,283
Jianming Wang Chief Operating Officer	2009	58,565	0	0	0	0	0	0	58,565
	2008	0	0	0	0	0	0	0	0
Debin Chen, Vice President of Sales and Marketing	2009	117,130	0	0	0	0	0	0	117,130
	2008	0	0	0	0	0	0	0	0
Rundong Pan, Director of Integration	2009	12,299	0	0	0	0	0	0	12,299
	2008	12,299	0	0	0	0	0	0	12,299
Yueming Xu Director of Systems	2009	10,542	0	0	0	0	0	0	10,542
	2008	10,542	0	0	0	0	0	0	10,542

Summary of Employment Agreements and Material Terms

Prior to our reverse acquisition, our operating subsidiary was a private limited company organized under the laws of the PRC, and in accordance with PRC regulations, the salary of our executives was determined by our shareholders. In addition, each employee is required to enter into an employment agreement executed by our human resources department and our financial department. Accordingly, all our employees, including Mr. Chun Lu, our Chairman and Chief Executive Officer, Mr. Yuhua Yang, our Chief Financial Officer, Mr. Baojia He, our Chief Technology Officer, Mr. Jianming Wang, Chief Operating Officer, Mr. Xiaoxiang Liu, our Chief Administrative Officer and Mr. Debin Chen, our Vice President of Sales and Marketing, have executed our employment agreement. Our employment agreements with our executives provide the amount of each executive officer’s salary and establish their eligibility to receive a bonus. Mr. Lu’s employment agreement provides for an annual salary of RMB 21,600 (approximately $3,163), Mr. Yang’s employment agreement provides for an annual salary of RMB 18,000 (approximately $2,635), Mr. He’s employment agreement provides for an annual salary of RMB400,000 (approximately $58,565), Mr. Wang’s employment agreement provides for an annual salary of RMB400,000 (approximately $58,565), Ms. Liu’s employment agreement provides for an annual salary of RMB200,000 (approximately $29,283) and Mr. Chen’s employment agreement provides for an annual salary of RMB800,000(approximately $117,130).

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Other than the salary and necessary social benefits required by the government, which are defined in the employment agreement, we currently do not provide other benefits to the officers at this time. Our executive officers are not entitled to severance payments upon the termination of their employment agreements or following a change in control.

We have not provided retirement benefits (other than a state pension scheme in which all of our employees in China participate) or severance or change of control benefits to our named executive officers.

Outstanding Equity Awards at Fiscal Year End

For the year ended December 31, 2009, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan, although we anticipate that we will compensate our officers and directors for services to us with stock or options to purchase stock, in lieu of cash.

Compensation of Directors

No member of our board of directors received any compensation for his services as a director during the year ended December 31, 2009.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

The following includes a summary of transactions since the beginning of the 2009 year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

• On January 13, 2010, we entered into and closed a share purchase agreement with Michael Anthony, our CEO at the time, and certain accredited purchasers signatory thereto, pursuant to which, we sold an aggregate of 10,880,000 shares of our common stock to the purchasers for a total of $225,000. In connection with the closing of the share purchase agreement, Mr. Anthony resigned from all positions in the Company held by him and Ms. Jiao was appointed as our President, Chief Executive Officer, Treasurer and Secretary effective immediately. Mr. Anthony also resigned as the sole director of the Company and Ms. Jiao was appointed as the sole director and Chair of the Board of Directors effective ten (10) days following the filing and mailing of the Schedule 14f-1 which we filed on January 13, 2010.

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Simultaneously with and as a condition to the closing of the share purchase agreement, we re-purchased 10,880,000 common shares from Corporate Services International Profit Sharing and Century Capital Partners, LLC, which are both beneficially owned by Mr. Anthony, for an aggregate purchase price of $225,000, as contemplated by a repurchase agreement, dated January 13, 2010, by and among the Company, Corporate Services International Profit Sharing and Century Capital Partners, LLC. Immediately following the closing of the share purchase agreement and the repurchase agreement, the Purchasers held 99% of our common stock resulting in a change in control of the Company.
On May 4, 2010, our Chairman, Mr. Chun Lu, entered into an option agreement with TEC and Mr. Hua Peng Phillip Wong, our controlling shareholder, pursuant to which Mr. Lu was granted an option to acquire 17,797,372 shares our common stock currently owned by Mr. Wong for an aggregate exercise price of $1,000,000. Mr. Lu may exercise this option, in whole but not in part, during the period commencing on the 365th day following of the date of the option agreement and ending on the second anniversary of the date thereof.
Prior to our reverse merger transaction and TEC’s acquisition of TEC Tower, TEC Tower was still a private company and loaned funds to certain of its officers, directors and control persons from time to time. Such amounts were unsecured, interest free and had no fixed term of repayment. As at December 31, 2009, the following amounts were due and payable to the Company:
	$908,593 was due from Mr. Lu, our Chairman;
	$308,534 was due from Mr. Lu’s wife, Ms. Zhu Yi Ping; and
	$2,105,010 due from Anhui TaiKe Real Estate Co., Limited, an entity owned and controlled by Mr. Lu.
As of May 4, 2010, all such amounts were repaid to the Company in full in connection with the closing of the reverse merger transaction. We understand that the Company and its subsidiaries would have been prohibited from making each of the foregoing loans under Section 402 of the Sarbanes Oxley Act of 2002 (the “Act”). We confirm that the Company will comply with the requirements of the Act going forward.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined by the rules of the Nasdaq Stock Market.

LEGAL PROCEEDINGS

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

MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is quoted under the symbol “HGHN” on the Electronic Bulletin Board maintained by the Financial Industry Regulatory Authority, but had not been traded in the Over-The-Counter market except on a limited and sporadic basis. The CUSIP number is 430744102.

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The prices below prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

	Closing Bid Prices(1)
	High	Low
Year Ended December 31, 2010
First Quarter	1.10	0.30
Second Quarter (through May 4, 2010)	N/A	N/A
Year Ended December 31, 2009
First Quarter	0.35	0.35
Second Quarter	0.35	0.35
Third Quarter	N/A	N/A
Fourth Quarter	0.40	0.30
Year Ended December 31, 2008
First Quarter	N/A	N/A
Second Quarter	N/A	N/A
Third Quarter	1.01	0.51
Fourth Quarter	0.90	0.51

________________
(1) The above table sets forth the range of high and low closing bid prices per share of our common stock as reported by www.quotemedia.com for the periods indicated.

Holders

As of May 4, 2010 there were approximately 127 stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our stockholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth under Item 3.02 of this report, which disclosure is incorporated by reference into this section.

DESCRIPTION OF SECURITIES

Capital Stock

We are authorized to issue up to 300,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. Stockholders do not have preemptive rights to purchase shares in any future issuance of our common stock.

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The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary and other holdings and investments. In addition, our operating subsidiary in the PRC, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.

All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing stockholders will be diluted.

We are authorized to issue up to 10,000,000 shares of Preferred Stock. On August 1, 2008, the Board designated 1,000,000 shares of Series B Preferred Stock, with super voting rights of ten (10) votes per share, convertible into ten (10) shares of common stock per share. On August 12, 2008 the Company issued the 1,000,000 shares of Series B Preferred Stock to Corporate Services International Profit Sharing Plan, a company owned and controlled by our Michael Antony, our CEO at the time, in exchange for a $30,000 capital contribution. On November 20, 2008, Corporate Services International Profit Sharing Plan converted the Series B Preferred Stock into 10,000,000 shares of common stock. None of our preferred stock is outstanding.

Anti-Takeover Effects of Various Provisions of Delaware Law and Our Certificate of Incorporation and ByLaws

Provisions of the DGCL and our Certificate of Incorporation and By-Laws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would be expected to discourage certain types of coercive takeover practices and takeover bids our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Board Vacancies May be Filled by Remaining Directors

Our Certificate of Incorporation and By-Laws provide that any vacancies, including any newly created directorships, on the board of directors, may be filled by the affirmative vote of the majority of the remaining directors then in office, even if such directors constitute less than a quorum, or by a sole remaining director.

Stockholder Action

Our Certificate of Incorporation and By-Laws precludes shareholders who in the aggregate hold less than a 25% of our outstanding shares from calling special shareholder meetings. Shareholders may act by written consent without providing prior notice to other shareholders, however, if such action is not by unanimous consent, the non-voting shareholders must be given notice of such action in accordance with DGCL Section 228(c).

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No Cumulative Voting

The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our Certificate of Incorporation provides otherwise. Our Certificate of Incorporation does not provide for cumulative voting.

Amendments to the Certificate of Incorporation and By-Laws

Our Certificate of Incorporation and By-Laws require an affirmative vote of two-thirds of the voting power of the outstanding shares to amend certain provisions of our Certificate of Incorporation or By-Laws, including the ability of stockholders to call special meetings or act by written consent, the size of the board, the director removal provisions, filling vacancies on the board, indemnification of directors and officers, advance notice provisions and supermajority voting requirements.

Anti-takeover Effects of Delaware Law

We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

Transfer Agent And Registrar

Our independent stock transfer agent is Interwest Stock Transfer Co., Inc. Their mailing address is 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117, and their phone number is (801)272-9294.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Highland Ridge, Inc. is a Delaware corporation. Section 102(b)(7) of the Delaware General Corporation Law or the DGCL, permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any of the following:

• any breach of the director's duty of loyalty to the corporation or its stockholders;
• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
• payments of unlawful dividends or unlawful stock repurchases or redemptions under Section 174 of the DGCL; or
• any transaction from which the director derived an improper personal benefit.

Under the DGCL, any repeal or modification of such provisions will not adversely affect any right or protection of a director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Our certificate of incorporation provides that no director shall be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty by such director as a director, except for any (a) breach of the director's duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) pursuant to Section 174 or the DGCL; or (d) for any transaction from which the director derived an improper benefit.

- - 45 -

Under Section 145 of the DGCL, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding: (1) if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; or (2) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by our restated certificate of incorporation or restated bylaws, a vote of stockholders or disinterested directors, agreement or otherwise.

Our restated bylaws provide that we must indemnify our former and present directors and officers against any and all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by any such director or officer in connection with any threatened, pending or completed action, suit or proceeding, to the fullest extent permitted by the laws of Delaware. We have undertaken to pay any expenses reasonably incurred by a director or officer in defending a civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount, if it is ultimately determined that he or she is not entitled to be indemnified by us. The provision of indemnification to persons under our restated bylaws does not limit or restrict in any way our power to indemnify them in any other way permitted by law. The Company has also entered into separate agreements with certain directors indemnifying them to the fullest extent permitted by the foregoing. The Company has purchased director and officer liability insurance, as permitted by its bylaws.

Insofar as indemnification by us for liabilities arising under the Exchange Act may be permitted to our directors, officers and controlling persons pursuant to provisions of the Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Exchange Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On May 4, 2010, we entered into and closed a share exchange agreement, or the Share Exchange Agreement, with TEC, a Hong Kong limited company, and its sole shareholder, Mr. Hua Peng Phillip Wong, pursuant to which we acquired 100% of the issued and outstanding capital stock of TEC in exchange for 19,194,421 shares of our common stock, par value $0.001, which constituted 63.6% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. Immediately following closing of the reverse acquisition of TEC, Mr. Wong transferred 1,397,049 of the shares issued to him under the share exchange to certain persons who provided prior services to TEC and its subsidiaries, pursuant to a side letter agreement among Mr. Wong and such service providers, dated May 4, 2010. As a result of this share transfer, Mr. Wong now holds 17,797,372 shares of our common stock constituting 58.9% of our issued and outstanding capital stock on a fully-diluted basis.

In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule 506 of Regulation D of the Securities Act. The stockholder who received the securities in such instance made representations in substance, that (a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

In instances described above where we indicate that we relied upon Section 4(2) of the Securities Act in issuing securities, our reliance was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offeree and us.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference. As a result of the closing of the reverse acquisition with TEC, and his subsequent transfer of a portion of his shares, the former shareholder of TEC owns 58.9% of the total outstanding shares of our capital stock and 58.9% total voting power of all our outstanding voting securities.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Upon the closing of the reverse acquisition on May 4, 2010, Ms. Jiaojiao Jiao, our sole director and officer, resigned from all offices of the Company that she held. On May 4, 2010, Ms. Jiao also resigned as the sole director of the Company, effective ten (10) days following the filing and mailing of an information statement on Schedule 14f-1, and Mr. Chun Lu, was appointed as Director and Chair of our Board of Directors, effective immediately. Ms. Jiao’s resignation was not in connection with any known disagreement with us on any matter.

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A copy of this report has been provided to Ms. Jiao. Ms. Jiao has been provided with the opportunity to furnish us as promptly as possible with a letter addressed to us stating whether she agrees with the statements made by us in this report, and if not, stating the respects in which she does not agree. No such letter has been received by us.

Also upon the closing of the reverse acquisition, our board of directors increased its size to 3 members and appointed Mr. Xiaoxiang Liu and Mr. Wei Zhang to fill the vacancies created by such increase, effective as of the effective date of Ms. Jiao’s resignation., and Mr. Wei Zhang will serve as the Company’s lead director.

In addition, our board of directors appointed Mr. Lu to serve as our Chief Executive Officer, Mr. Yuhua Yang to serve as our Chief Financial Officer, Treasurer and Secretary, Mr. Baojia He to serve as our Chief Technology Officer, Mr Jianming Wang to serve as our Chief Operating Officer, Mr. Xiaoxiang Liu to serve as our Chief Administrative Officer and Mr. Debin Chen to serve as our Vice President of Sales and Marketing, effective immediately at the closing of the reverse acquisition.

For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On May 4, 2010, our board of directors approved a change in our fiscal year end from September 30 to December 31. These changes are being effectuated in connection with the reverse acquisition transaction described in Item 2.01 above.

ITEM 5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.

On May 4, 2010, our board of directors adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The code of ethics addresses, among other things, ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code. A copy of the Code of Ethics is filed as Exhibit 14 to this report.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Reference is made to the disclosure set forth under Item 2.01 and 5.01 of this report, which disclosure is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial Statements of Business Acquired
	Filed herewith are Audited consolidated financial statements of Anhui TEC Tower, Co. Ltd. for the years ended December 31, 2009 and 2008.
(b)	Pro Forma Financial Information
	Filed herewith is the unaudited pro forma condensed combined financial information of the Company and its subsidiaries.
(d)	Exhibits

- - 48 -

Exhibit No.	Description
2.1*	Agreement and Plan of Merger, dated February 6, 2008, between the Company and Americom Networks International, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s 10-Q filed on September 22, 2008).
2.2	Share Exchange Agreement, dated May 4, 2010, among the Company, TEC Technology Limited and its shareholders.
3.1*	Articles of Incorporation of the Company, as filed with the Secretary of State of Delaware on January 31, 2008 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by the Company on April 7, 2008).
3.2*	Certificate of Amendment to Articles of Incorporation, as filed with the Secretary of State of Delaware on August 1, 2008 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by the Company on April 7, 2008)
3.3*	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s 10-Q filed on September 22, 2008).
10.1*	Stock Purchase Agreement, dated January 13, 2010, by and among the Company, Michael Anthony and the accredited investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2010).
10.2*	Repurchase Agreement, dated January 13, 2010, among the Company, Corporate Services International Profit Sharing and Century Capital Partners, LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 13, 2010)
10.3	English Translation of Equity Transfer Agreement, dated February 22, 2010, among Chun Lu and TEC Technology Limited.
10.4	Side Letter, dated May 4, 2010, among the Company, Asia Regal Holdings Limited, Kin Keung Lai and certain transferees.
10.5	English Translation of Loan Contract, dated November 23, 2009, between Anhui TEC Tower Co. Ltd. and China Everbright Bank.
10.6	English Translation of RMB Loan Contract, dated February 8, 2010, between Anhui TEC Tower Co. Ltd. and Huishang Bank, Xuancheng Branch.
10.7	English Translation of Crediting Agreement, dated September 27, 2009, between Anhui TEC Tower Co. Ltd. and China Merchants Bank, Hefei Sipailou Branch.
10.8	Labor Contract, dated January 1, 2010, between the Company and Chun Lu.
10.9	Labor Contract, dated September 9, 2009, between the Company and Debin Chen.
10.10	English Translation of Procurement Contract, dated June 23, 2009, between the Anhui TEC Tower Co. Ltd. and ZTE (Shenzhen) Kangxun Telecom Co., Ltd.
10.11	English Translation of Technology Transfer (Patent Exploitation License) Contract (Valve Spring), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science
10.12	English Translation of Technology Transfer (Patent Exploitation License) Contract (Mechanical Lift), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science
10.13	English Translation of Technology Transfer (Patent Exploitation License) Contract (U-Shape Bolt), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science

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Exhibit No.	Description
10.14	English Translation of Technology Transfer (Patent Exploitation License) Contract (MDF Test Module), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Hangzhou Tianye Communication Equipment Co. Ltd.,
10.15	English Translation of Technology Transfer (Patent Exploitation License) Contract (MDF Security Unit), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Hangzhou Tianye Communication Equipment Co. Ltd.,
10.16	Lease agreement, dated August 31, 2009, between Mr. Chen and Mr. Jie Ding
14	Code of Ethics of the Company adopted on May 4, 2010
21	Subsidiaries of the Company

______________
*incorporated by reference

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TEC TECHNOLOGY LIMITED

By: /s/ Chun Lu                                                                        
             Chun Lu
             Chief Executive Officer

Dated: May 10, 2010

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INDEX TO FINANCIAL STATEMENTS

	Page
CONSOLIDATED FINANCIAL STATEMENTS OF ANHUI TEC TOWER CO., LIMITED FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008	F-2
Report of Independent Registered Public Accounting Firm	F-4
Consolidated Balance Sheets	F-5
Consolidated Statements of Income and Other Comprehensive Income	F-6
Consolidated Statements of Stockholders’ Equity	F-7
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	F-25
Introduction to Pro Forma Condensed Combined Financial Statements	F-25
Pro Forma Condensed Combined Balance Sheet	F-26
Pro Forma Condensed Statements of Operations and Comprehensive Loss	F-27
Notes to Pro Forma Condensed Combined Financial Statements	F-28

F-1

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND
DECEMBER 31, 2008

F-2

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	4
CONSOLIDATED BALANCE SHEETS	5
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME	6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	7
CONSOLIDATED STATEMENTS OF CASH FLOWS	8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	9

F-3

Madsen & Associates CPAs, Inc.

684 East Vine Street #3, Murray, UT 84107                         PHONE: (801) 268-2632 FAX: (801) 268-3978

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Anhui TEC Tower Co., Ltd (Incorporated in the Republic People’s of China)

We have audited the accompanying consolidated balance sheets of Anhui TEC Tower Co., Limited and Subsidiary (the Company) as of December 31, 2009 and December 31, 2008 and the consolidated statements of income and other comprehensive income, consolidated stockholders’ equity and consolidated cash flows for the years ended December 31, 2009 to December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements referred to above present fairly, in all material aspects, the consolidated financial position of the Company as of December 31, 2009 and December 31, 2008, and the consolidated results of its operations and cash flows for the years ended December 31, 2009 and December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

s/Madsen & Associates CPA’s, Inc.
Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah
March 15, 2010

F-4

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2009 AND DECEMBER 31, 2008

		2009		2008
ASSETS
Current assets
Cash and cash equivalents	$	161,133	$	704,854
Accounts receivables, net of allowance for doubtful accounts		8,791,842		1,533,071
Inventory		7,066,787		2,677,092
Deposits and prepaid expenses		2,716,237		645,339
Other receivables		4,175,590		1,830,149
Taxes recoverables		4,889		92,151
Total current assets	$	22,916,478	$	7,482,656
Property and equipment
Property and equipment, net of accumulated depreciation		3,353,841		1,556,757
Land use rights, net of accumulated amortization		2,051,837		450,549
		5,405,678		2,007,306
Total assets	$	28,322,156	$	9,489,962
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payables	$	5,012,224		588,830
Other payables and accrued expenses		2,285,500		3,677,141
Taxes payables		1,306,915		-
Customer deposits		113,867		361,788
Short term borrowings		12,733,709		2,501,235
	$	21,452,215	$	7,128,994
Commitments and contingencies		-		-
Stockholders' equity
Common stock: $1 stated value 2,498,000 and 1,249,000 issued and outstanding at December 31, 2009 and December 31, 2008 respectively	$	1,548,760	$	1,249,000
Additional paid-in capital		655,338		655,338
Retained earnings		4,337,943		183,600
Accumulated other comprehensive income		327,900		273,030
Total stockholders' equity		6,869,941		2,360,968
Total liabilities and stockholders' equity	$	28,322,156	$	9,489,962

See accompanying notes of these consolidated financial statements

F-5

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008

		2009			2008
Revenues	$	22,380,597		$	8,319,915
Cost of goods sold		15,149,926			6,588,843
Gross profit		7,230,671			1,731,072
Selling and marketing expenses		(299,986	)		(498,094	)
General and administrative expenses		(1,024,515	)		(559,786	)
Net income from operations		5,906,170			673,192
Other income (expenses)
Government grant		107,011			10,105
Other income		100,085			5,445
Interest expense		(479,526	)		(525,506	)
Net other income (expenses)		(272,430	)		(509,956	)
Net income before provision for income taxes		5,633,740			163,236
Provision for income taxes		(1,479,397	)		(40,739	)
Net income		4,154,343			122,497
Other comprehensive gain
Foreign currency translation gain		220,550			150,533
Comprehensive income	$	4,374,893		$	273,030
Weighted average numbers of common shares
Basic		1,498,800			1,249,000
Diluted		1,498,800			1,249,000
Earnings per share
Basic	$	2.77		$	0.10
Diluted	$	2.77		$	0.10

See accompanying notes of these consolidated financial statements

F-6

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008

	Common stock								Accumulated other
	Stated value : $1				Additional		Retained		comprehensive
	Shares		Amount		paid-in capital		earnings		income		Total
Balance at January 1, 2008	1,249,000	$	1,249,000	$	655,338	$	61,103	$	122,497	$	2,087,938
Net income for the year	-		-		-		122,497		-		122,497
Foreign currency translation gain	-		-		-		-		150,533		150,533
Balance at December 31, 2008	1,249,000		1,249,000		655,338		183,600		273,030		2,360,968
Common stock issued for cash	299,760		299,760		-		-		-		299,760
Net income for the year	-		-		-		4,154,343		-		4,154,343
Foreign currency translation gain	-		-		-		-		54,870		54,870
Balance at December 31, 2009	1,548,760	$	1,548,760	$	655,338	$	4,337,943	$	327,900	$	6,869,941

See accompanying notes of these consolidated financial statements

F-7

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008

Depreciation		163,600			32,556
Amortization of intangible assets		42,231			9,223
Changes in operating assets and liabilities
Increase in inventory		(4,389,695	)		(1,803,907	)
(Increase) decrease in deposits and prepaid expenses		(2,070,898	)		1,254,816
Increase in accounts receivables		(7,258,771	)		(221,124	)
Decrease in construction in progress		-			239,952
(Increase) decrease in other receivables		(3,046,667	)		1,220,535
Decrease (increase) in taxes recoverables		87,262			(92,151	)
Increase in taxes payables		1,306,915			7,811
Increase/(decrease) in accounts payable		4,423,394			(742,163	)
(Decrease)/increase in customer deposits		(247,921	)		361,788
(Decrease)/increase in other payables and accrued expenses		(1,394,641	)		658,094
Net cash (used in) provided by operating activities		(8,230,848	)		1,047,927
Cash flows from investing activities
Purchases of property and equipment		(1,960,684	)		(950,304	)
Purchase of land use rights		(1,643,546	)		-
Net cash used in investing activities		(3,604,230	)		(950,304	)
Cash flows from financing activities
Proceeds from short term borrowings		15,953,625			2,735,955
Repayment of short term borrowings		(5,721,151	)		(2,405,880	)
Common stock issued		299,760			-
Net cash provided by financing activities		10,532,234			330,075
Effects on exchange rate changes on cash		162,101			251,669
(Decrease) increase in cash and cash equivalents		(1,140,743	)		679,367
Cash and cash equivalents, beginning of year		704,854			25,487
Cash and cash equivalents, end of year		($ 435,889	)	$	704,854
Supplementary disclosures of cash flow information:
Cash paid for interest	$	479,526		$	525,506
Cash paid for income taxes	$	118,263		$	137,916
		`

See accompanying notes of these consolidated financial statements

F-8

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	BUSINESS ORGANIZATION
	Anhui TEC Tower Co., Limited (“ATEC”) (the “Company”) is a private corporation, incorporated under the laws of the People’s Republic of China (“PRC”) on July 3, 2007. ATEC’s principal activities are the development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers.
	On December 7, 2009, ATEC purchased a 90% equity interest in Zheijiang TEC Tower Co., Limited (“ZTEC”), a PRC limited company with Ms. Yiping Zhu a PRC individual and holder of the remaining 10% equity interest in ZTEC.
	ZTEC is incorporated in the People’s Republic of China with limited liability on December 7, 2009. ZTEC’s production facility is still under construction and it has not yet commenced operations. ZTEC’s main business will include the development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable towers.
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	2.1	FISCAL YEAR
		The Company has adopted December 31 as its fiscal year end.
	2.2	REPORTING ENTITY
		The accompanying consolidated financial statements include the following entities:

Name of subsidiary	Place of incorporation	Registered capital	Paid - in capital	Date of incorporation	Percentage of interest	Principal activity
Zhejiang TEC Tower Co ., Limited	People's Republic of China	RMB8,900,000	RMB1,780,000	December 7, 2009	90% directly	The company has yet commenced its business development and manufacturing of mobile communication steel towers, microwave towers, angle steel towers, steel pipe towers and transmission cable

2.3	BASIS OF CONSOLIDATION AND PRESENTATION
	The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). All material inter-company transactions and balances have been eliminated in consolidation.
2.4	USE OF ESTIMATES
	The preparation of consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
2.5	ECONOMIC AND POLITICAL RISK
	The Company’s business operations are conducted in the PRC and are subject to special considerations and risks not typically associated with companies in North America and Western Europe. China’s political, economic and legal environments may influence the Company’s business, financial condition and results of operations, including adverse effects by changes in governmental policies in laws and regulations, anti-inflationary measures, and rates and methods of taxation.

F-9

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.6	REVENUE RECOGNITION
		The Company’s revenue recognition policies are in compliance with ASC 605. Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer.
		The Company recognizes revenue when the goods are delivered and title has passed. Sales revenue represents the invoiced value of goods, net of a value-added tax (VAT). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by the VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product.
	2.7	SHIPPING AND HANDLING
		Shipping and handling costs related to costs of goods sold are included in selling and marketing expenses which totaled $231,555 and $48,660 for the years ended December 31, 2009 and December 31, 2008 respectively.
	2.8	ADVERTISING
		Advertising costs are expensed as incurred and totaled $2,913 and $1,627 for the years ended December 31, 2009 and December 31, 2008 respectively.
	2.9	RESEARCH AND DEVELOPMENT COSTS
		Research and development costs include costs incurred to develop new products and are charged to operations when incurred. These costs totaled $6,507 and $Nil as incurred for the years ended December 31, 2009 and December 31, 2008, respectively. The costs for development of new products and substantial enhancements to existing products are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized.
	2.10	GOVERNMENT GRANTS
		Government grants represent local authority grants to the company for infrastructure development. It is recognized on cash basis when the local authority approves the grant to the company.
	2.11	CASH AND CASH EQUIVALENTS
		Cash and cash equivalents comprise cash in bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments which are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired.

		2009		2008
Cash and bank balances	$	161,133	$	704,854

F-10

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.12	FOREIGN CURRENCY TRANSLATION AND OTHER COMPREHENSIVE INCOME
		The reporting currency of the Company is the U.S. dollars. The functional currency of the Company is the Chinese Renminbi (RMB).
		For those entities whose functional currency is other than the US dollars, all assets and liabilities are translated into U.S. dollars at the exchange rate on the balance sheet date; shareholders’ equity is translated at historical rates and items in the statements of income and of cash flows are translated at the average rate for the period. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported in the statement of cash flows will not necessarily agree with changes in the corresponding balances in the balance sheet. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
		Accumulated other comprehensive income in the consolidated statement of shareholders’ equity amounted to $493,580 as of December 31, 2009 and $273,030 as of December 31, 2008. The balance sheet amounts with the exception of equity at December 31, 2009 and December 31, 2008 were translated at RMB6.82 to $1.00, respectively. The average translation rates applied to the statements of income and of cash flows for the years ended December 31, 2009 and December 31, 2008 were RMB6.82 to $1.00 and RMB6.94 to $1.00 respectively.
	2.13	PROPERTY AND EQUIPMENT
		Property and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. ..
		Depreciation is calculated on a straight-line basis over the estimated useful life of the assets.

Assets Classifications	Estimated useful life
Buildings	50 years
Plant and machinery	5 years
Furniture, fixtures and office equipment	5 years
Motor vehicles	5 years

Any gain or loss arising on the sale or disposal of the asset is included in the income statement in the period the item is sold or otherwise disposed. Maintenance and repairs of property and equipment are charged to operations when incurred.

F-11

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.13	PROPERTY AND EQUIPMENT (CONTINUED)

		2009			2008
Buildings	$	2,425,451		$	1,012,828
Plant and machinery		1,062,185			605,872
Furniture, fixtures and office equipment		61,455			56,964
Motor vehicles		87,257			-
		3,636,348			1,675,664
Less: Accumulated depreciation		(282,507	)		(118,907	)
Net book value	$	3,353,841		$	1,556,757

Depreciation expense was $163,600 and $32,556 for the years ended December 31, 2009 and December 31, 2008 respectively.

Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. The Company reviews its property and equipment whenever events or changes in circumstances indicate that the carrying value of certain assets might not be recoverable. In these instances, the Company recognizes an impairment loss when it is probable that the estimated cash flows are less than the carrying value of the asset. To date, no such impairment losses have been recorded.

2.14 LAND USE RIGHTS

Private ownership of land is not permitted in the PRC. Instead, the Company has leased three lots of land at Xinqiao industrial Park, Jingde Country, Anhui Province. The cost of the first lot of land use rights acquired in 2007 was $469,321 and the lease expires in 2056. The costs of the second and the third of land use rights both acquired in 2009 were $821,655 and $821,891 respectively and both leases expire in 2058.

Land use rights are amortized on the straight line basis over their respective lease periods. The lease period of land use rights located in an industrial park zone is 50 years.

		2009			2008
Cost	$	2,112,867		$	469,322
Less: Accumulated amortization		(61,030	)		(18,773	)
Net book value	$	2,051,837		$	450,549

Amortization expense was $42,231 and $9,223 for the years ended December 31, 2009 and December 31, 2008 respectively.

F-12

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.15	LONG –LIVED ASSETS
		The Company reviews the carrying amount of its long-lived assets, including intangibles, for impairment, each reporting period. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is considered not recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. As of December 31, 2009 and December 31, 2008, the Company determined no impairment charges were necessary.
	2.16	CAPITALIZED INTERNAL-USE SOFTWARE
		The Company capitalizes certain costs incurred to purchase or create internal-use software in accordance with ASC Topic 350-40, “Internal Use Software”. To date, such costs have included external direct costs of materials and services incurred in the implementation of internal-use software and are included within computer hardware and software. Once the capitalization criteria have been met, such costs are classified as software and are amortized on a straight-line basis over five years once the software has been put into use. Subsequent additions, modifications, or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred.
	2.16	INVENTORY
		Inventory consists primarily of raw materials, work in progress, and finished goods. Raw materials are stated at cost. Cost comprises direct materials and, where applicable direct labor costs and applicable overhead costs that has been incurred in bringing the inventory to its present location and condition. Finished goods are stated at the lower of cost (determined on first in first out method) or market value.

		2009		2008
Raw materials	$	3,949,512	$	1,787,986
Work in progress		129,726		-
Finished goods		2,987,549		889,106
	$	7,066,787	$	2,677,092

The Company provides for inventory losses based on obsolescence and levels in excess of forecasted demand. In these cases, inventory is reduced to estimated realizable value based on historical usage and expected demand. Inherent in the Company’s estimates of market value in determining inventory valuation are estimates related to economic trends, future demand for the Company’s products, and technical obsolescence of products.

F-13

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.17	ALLOWANCE FOR DOUBTFUL ACCOUNTS
		The Company reduces gross trade accounts receivable by an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company reviews its allowance for doubtful accounts on a regular basis and all past due balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts for the years ended December 31, 2009 and December 31, 2008 are $Nil. Bad debts written off for the years ended December 31, 2009 and December 31, 2008 are $40,292 and $Nil respectively.
		Aging of accounts receivable is as follows:

		2009		2008
within 3 months	$	8,398,448	$	1,441,041
within 3 - 6 months		152,797		90,504
over 12 months		240,597		1,526
	$	8,791,842	$	1,533,071

	Accounts receivable includes the amounts of $1,333,972(2008: $Nil) that was factored to the Industrial and Commercial Bank , PRC for collection.
2.18	DEPOSITS AND PREPAID EXPENSES

		2009		2008
Guarantee deposits	$	1,334,237	$	-
Advances to suppliers		1,351,157		592,745
Prepayment for purchase of assets		13,570		-
Advances to logistic service providers		9,938		44,208
Utility deposits		7,335		7,335
Others		-		1,051
	$	2,716,237	$	645,339

Guarantee deposits are provided to financial institutions in return for issuance of a corporate guarantee to financiers. Advances on inventory purchases are down payments or deposits for inventory purchases. The inventory is normally delivered within one to two months after the payments have been made

F-14

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.19	OTHER RECEIVABLES

		2009		2008
Due from related parties	$	3,322,137	$	1,736,272
Loan due from third parties		195,111		14,670
Due from employee		655,238		71,311
Others		3,104		7,896
	$	4,175,590	$	1,830,149

	Due from related parties and third parties are unsecured advances, interest free and without fixed terms of repayment and are for the specific business purposes. Due from employees are the amounts advanced for business transactions on behalf of the company and will be reconciled on the completion of business transactions.
2.20	TAXES RECOVERABLE

		2009		2008
VAT recoverable	$	2,711	$	21,148
Enterprise income tax recoverable		-		71,003
Individual income tax recoverable		2,178		-
	$	4,889	$	92,151

2.21 OTHER PAYABLES AND ACCRUED EXPENSES

		2009		2008
Due to related parties	$	-	$	2,834,911
Land use rights payable		1,350,146		-
Loans due to third parties		880,200		440,100
Due to employees		18,015		355,781
Wage accruals		27,596		42,162
Others		9,543		4,187
	$	2,285,500	$	3,677,141

Due to related parties and loans due to third parties are unsecured, short term loans, interest free and without a fixed term of repayment and are for specific business purposes. Land use rights payable represent the unpaid balance of land use rights due to the local government.

F-15

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.22	TAXES PAYABLE

		2009		2008
Enterprise income tax payable	$	1,290,966	$	-
City maintenance and construction levies payable		7,157		-
Education levies payable		8,792		-
	$	1,306,915	$	-

2.23	FAIR VALUE OF FINANCIAL INSTRUMENTS
	The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10- 35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
	Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting.
	Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.
	The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.
	The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2009 or December 31, 2008, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the fiscal year ended December 31, 2009 or December 31, 2008
2.24	STOCK-BASED COMPENSATION
	At December 31, 2009 and December 31, 2008, the Company had no stock-based compensation plans.
2.25	RETIREMENT BENEFIT COSTS
	PRC state managed retirement benefit programs are defined contribution programs and the payments to these programs are charged as expenses when employees have rendered service entitling them to the contribution.

F-16

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.26	INCOME TAXES
		The Company adopted Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (SFAS 109) and FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes” that require recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consist of taxes currently due plus deferred taxes. Since the Company had no operations within the United States there is no provision for US income taxes and there are no deferred tax amounts as of December 31, 2009 and December 31, 2008.
		The provision for income tax is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.
		Deferred income taxes are calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
	2.27	PRODUCT WARRANTIES
		Substantially all of the Company’s products are covered by a standard warranty of 2 years for products. In the event of a failure of products covered by this warranty, the Company must repair or replace the software or products or, if those remedies are insufficient, and at the discretion of the Company, provide a refund. The Company provides Nil% of sales income for product warranties for the year ended December 31, 2009 and December 31, 2008 in the warranty reserve to reflect estimated material and labor costs of maintenance for potential or actual product issues but for which the Company expects to incur an obligation. No product warranty reserve was recorded for the years ended December 31, 2009 and December 31, 2008.
	2.28	RELATED PARTIES
		Parties are considered to be related to the company if the company has the ability, directly or indirectly, to control the party, or exercise significant influence over the party in making financial and operating decisions, or where the company and the party are subject to common control. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities which are under the significant influence of related parties of the company.

F-17

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.29	CONCENTRATIONS OF CREDIT RISK
		The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti- inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
		Cash includes cash on hand and demand deposits in accounts maintained with state owned banks within the People’s Republic of China. Total cash (not including restricted cash balances) in these banks on December 31, 2009 and December 31, 2008 amounted to $161,133 and $704,854, of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
		Accounts receivable are derived from revenue earned from customers located primarily in the People’s Republic of China. We perform ongoing credit evaluations of customers and have not experienced any material losses to date.
		The Company had 5 major customers whose revenue individually represented the following percentages of the Company’s total revenue:

	2009	2008
Customer A	-	54.55%
Customer B	50.98%	27.84%
Customer C	-	9.28%
Customer D	-	6.59%
Customer E	-	1.00%
Customer F	28.45%	-
Customer G	10.08%	-
Customer H	4.06%	-
Customer I	2.54%	-
	96.11%	99.26%

F-18

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
	2.29	CONCENTRATIONS OF CREDIT RISK (CONTINUED)
		The company had 5 major customers whose accounts receivables balance individually represented of the Company’s total accounts receivable as follows:

	2009	2008
Customer A	-	25.30%
Customer B	31.71%	22.94%
Customer C	4.36%	22.68%
Customer D	-	19.82%
Customer E	-	3.25%
Customer F	31.00%	-
Customer G	24.55%	-
Customer H	5.83%	-
	97.45%	93.99%

3.	EARNINGS PER SHARE
	As prescribed in ASC Topic 260 “Earning per Share”, Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period.
	For the years ended December 31, 2009 and December 31, 2008, basic and diluted earnings per share amount to $1.81 and $0.10 respectively.
4.	ACCUMULATED OTHER COMPREHENSIVE INCOME
	ASC Topic 220 “Comprehensive Income” establishes standards for reporting and displaying comprehensive income and its components in financial statements. Comprehensive income is defined as the change in stockholders’ equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The comprehensive income for all periods presented includes both the reported net income and net change in cumulative translation adjustments.

F-19

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.	RECENT ACCOUNTING PRONOUNCEMENTS
	On June 5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072 on October 13, 2009. Under the provisions of Section 404 of the Sarbanes-Oxley Act, public companies and their independent auditors are each required to report to the public on the effectiveness of a company’s internal controls. The smallest public companies with a public float below $75 million have been given extra time to design, implement and document these internal controls before their auditors are required to attest to the effectiveness of these controls. This extension of time will expire beginning with the annual reports of companies with fiscal years ending on or after June 15, 2010. Commencing with its annual report for the fiscal year ending December 31, 2010, the Company will be required to include a report of management on its internal control over financial reporting.
	In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15, 2009.
	In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04 “Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99” which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities . The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
	In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 “Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value” , which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. This update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability. The amendments in this update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows
	In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08 “Earnings Per Share – Amendments to Section 260-10-S99”, which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock . The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
	In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09 “Accounting for Investments - Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees” . This update represents a correction to Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Additionally, it adds observer comment, "Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees" to the Codification. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.

F-20

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.	RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
	In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12 “Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent)” , which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.
	In October 2009, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing. This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation. This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The Company is currently assessing the impact of this ASU on its consolidated financial statements.
6.	INCOME TAXES
	Beginning January 1, 2008, the new Enterprise Income Tax (“EIT”) law replaced the existing laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of 25% replaced the 33% rate currently applicable to both DEs and FIEs. The Company is currently evaluating the impact that the new EIT will have on its financial condition. Beginning January 1, 2008, China unified the corporate income tax rule on foreign invested enterprises and domestic enterprises. The unified corporate income tax rate is 25%.
	Provision for income taxes is as follows:

		2009		2008
Income tax
ATEC - EIT	$	1,479,397	$	40,739
ZTEC - China EIT		-		-
Deferred tax		-		-
	$	1,479,397	$	40,739

F-21

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.	SHORT TERM BORROWINGS
	There are no provisions in the Company’s bank borrowings that would accelerate repayment of debt as a result of a change in credit ratings or a material adverse change in the Company’s business. Under certain agreements, the Company has the option to retire debt prior to maturity, either at par or at a premium over par.

		2009		2008
Loan from Industrial and CommercialBank, Jingdeyuan Branch, PRC	$	4,041,585	$	1,907,100
Interest rate 7.47% per annum with personal guarantee of Messrs. LuChun and ZhuYiPing
JingdeTransport Bureau, PRC		-		293,400
Anhui Xuancheng Jingde Poyang Axle Automation Co Ltd		-		36,675
Huishang Bank, Hefei branch, PRC		2,200,500		-
China Merchant Bank, Heifei branch, PRC		1,173,600		-
China Everbright Bank, Heifei branch, PRC		4,401,000		-
Interest rate 5.31% per annum with corporate and personal guarantees of Zhongrung Trust Investment Co Ltd and Messrs. LuChun and ZhuYiPingGuarantee
Huishang Bank, Xuancheng branch, PRC		682,304		-
The Economic Standing Committee of Jingde, PRC		234,720		-
Anhui Xuancheng Jingde Village Credit Union		-		264,060
	$	12,733,709	$	2,501,235

8.	COMMON STOCK
	The Company has registered and paid up common stock of $1,249,000 shares of $1 each amounting to $1,249,000. On March 5, 2009, the company passed by special resolution to amend its memorandum and articles of association to increase its capital stock from $1,249,000 to $2,498,000 by the further issue of 1,249,000 shares of stated value of $1 each. As of December 31 2009, the company has issued and outstanding shares of 2,498,000 shares of stated value of $1 each.
9.	COMMITMENTS AND CONTINGENCIES
	Total lease expense for the years ended December 31, 2009 and December 31, 2008 were $Nil and $4,469 respectively.
	The future minimum lease payments at December 31, 2009 and December 31, 2008 were $Nil.
	From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At December 31, 2009 and December 31, 2008, the Company did not have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated balance sheets, consolidated statements of income or cash flows.

F-22

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.

PRODUCT LINE INFORMATION

The Company sells towers, which are used by customers in various industries. The production process, class of customer, selling practice and distribution process are the same for all towers. The Company’s chief operating decision-makers (i.e. chief executive officer and his direct reports) review financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by product lines for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. The Company considers itself to be operating within one reportable segment. The Company does not have long-lived assets located in foreign countries. The Company's net revenue from external customers by main product lines is as follows:

		2009		2008
Domestic sales
Communication towers	$	11,410,377	$	2,316,751
Electricity supply towers		10,029,740		1,425,710
Export sales
Communication towers		940,480		4,577,454
Electricity supply towers		-		-
	$	22,380,597	$	8,319,915

11.	RELATED PARTIES TRANSACTIONS
	In addition to the transactions and balances as disclosed elsewhere in these consolidated financial statements, the company had the following significant related party transactions:-

Name of related party	Nature of transactions
LuChun, Chairman	Included in other receivables, due from Mr. LuChun is $908,593 and $1,539,959 at December, 31, 2009 and December 31, 2008 respectively. The amounts are unsecured, interest free and have no fixed term of repayment
ZhuYiPing, wife of LuChun	Included in other receivables, due from Ms. ZhuYiPing is $308,534 and $196,312 December 31, 2009 and December 31, 2008 respectively. The amounts are unsecured, interest free and have no fixed term of repayment.
Hangzhou TianYe Communication Equipment Co., Limited controlled by LuChun’s family	Included in other payables, due to Hangzhou TianYe Communication Equipment Co., Limited is $nil and $483,450 at December 31, 2009 and December 31, 2008 respectively. The amounts are unsecured, interest free and have no fixed term of repayment.
Anhui TaiKe Real Estate Co., Limited controlled by LuChun	Included in other receivables, due from Anhui TaiKe Real Estate Co., Limited is $2,105,010 and $nil at December 31, 2009 and December 31, 2008 respectively. The amounts are unsecured, interest free and have no fixed term of repayment. Included in other payable, due to Anhui TaiKe Real Estate Co., Limited is $nil and $2,351,461 at December 31, 2009 and December 31, 2008 respectively. The amounts are unsecured, interest free and have no fixed term of repayment.

F-23

ANHUI TEC TOWER CO., LIMITED
(Incorporated in the People’s Republic of China)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.	SUBSEQUENT EVENTS
	On February 22, 2010, Mr. LuChun, the sole stockholder of ATEC, entered into an Equity Ownership Transfer Agreement (the “Transfer Agreement”) with TEC Technology Limited (“TEC”), a company registered under the laws of the Hong Kong, to dispose his 100% equity interest of ATEC for $944,029,
	As required by ASC Topic 855 “Subsequent Events,” the Company has evaluated subsequent events that have occurred through March 15, 2010, the date the consolidated financial statements were available to be issued.

F-24

HIGHLAND RIDGE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
(December 31, 2009)

F-25

HIGHLAND RIDGE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Expressed in US Dollars

On May 4, 2010, Highland Ridge, Inc. (“Highland Ridge”) entered into a share exchange agreement, or the Share Exchange Agreement, with TEC Technology, Limited (“TEC”), a Hong Kong limited company, and its sole shareholder, Mr. Hua Peng Phillip Wong, pursuant to which Highland Ridge acquired 100% of the issued and outstanding capital stock of TEC in exchange for 19,194,421 shares of Highland Ridge’s common stock, par value $0.001, which constituted 63.6% of its issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. TEC is a holding company for two PRC based operating subsidiaries which are engaged in the design, production and sale of transmission towers for telecommunications service providers and electric utilities.

Because TEC had no substantive business operations since its formation on January 8, 2010 until it acquired Anhui TEC Tower Co., Ltd. on February 22, 2010, the financial statements included herein present the financial condition, results of operations of Anhui TEC Tower Co., Ltd. through December 31, 2009.

The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the acquisition as if it had been consummated on December 31. The accompanying unaudited pro forma condensed consolidated statement of income for the year ended December 31, gives effect to the acquisition as if it had been consummated on January 1, 2009.

F-26

HIGHLAND RIDGE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2009
Expressed in US Dollars

		Highland			Historical				Pro Forma		Pro
		Ridge			TEC		Anhui TEC		Adjustments		Forma
ASSETS
Current assets
Cash and cash equivalents	$	-		$	-	$	161,133	$			161,133
Accounts receivables, net of allowance for doubtful accounts		-			-		8,791,842				8,791,842
Inventory		-			-		7,066,787				7,066,787
Deposits and prepaid expenses		-			-		2,716,237				2,716,237
Other receivables		-			1,467		4,175,590		(901,352	) a	3,275,705
Taxes recoverable		-			-		4,889				4,890
Total current assets		-			1,467		22,916,478	$			22,011,704
Property and equipment
Property and equipment, net of accumulated depreciation		-			-		3,353,841				3,353,841
Land use rights, net of accumulated amortization		-			-		2,051,837				2,051,837
		-			-		5,405,678				5,405,678
Total assets	$	-		$	1,467	$	28,322,156	$			27,417,382
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payables		-			-		5,012,224				5,012,224
Other payables and accruals		22,808			-		2,285,500				2,308,308
Taxes payable		-			-		1,306,915				1,306,915
Customer deposits		-			-		113,867
Short term borrowings		-			-		12,733,709				12,733,709
	$	22,808			-	$	21,452,215				21,361,156
Commitments and contingencies		-			-		-				-
Stockholders' equity
Common stock		10,987			1,467		1,548,760		(1,531,031	) a	30,183
Additional paid-in capital		72,977			-		655,338		(673,067	) b	55,248
Retained earnings		(106,772	)		-		4,337,943		1,476,755	c	5,707,926
Accumulated other comprehensive income		-			-		327,900		(65,031	) d	262,869
Total stockholders' deficit ( equity)		(22,808	)		1,467		6,869,941				6,056,226
Total liabilities and stockholders' equity	$	-		$	1,467	$	28,322,156	$			27,417,382

F-27

HIGHLAND RIDGE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2009
Expressed in US Dollars

		Historical				Pro Forma		Pro
		Highland Ridge			TEC	Adjustments		Forma
Revenues	$	-		$	-		$	-
Cost of goods sold		-			-			-
Gross profit		-			-			-
Selling and marketing expenses		-			-			-
General and administrative expenses		(35,929	)		-			(35,929	)
Net income from operations		(35,929	)		-			(35,929	)
Other income (expenses)
Interest expense		-			-			-
Net other income (expenses)		-			-			-
Net income before provision for income taxes		(35,929	)		-			(35,929	)
Provision for income taxes		-			-			-
Net income		(35,929	)		-			(35,929	)
Other comprehensive gain
Foreign currency translation gain		-			-			-
Comprehensive income	$	(35,929	)	$	-		$	(35,929	)
Weighted average numbers of common shares
Basic		10,987,131				19,194,421		30,181,552
Diluted		10,987,131				19,194,421		30,181,552
Earnings per share
Basic	$	(0.01	)				$	(0.01	)
Diluted	$	(0.01	)				$	(0.01	)

F-28

HIGHLAND RIDGE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Expressed in US dollars

(a) Net effect of decrease in common stock as a result of issuing shares for the reverse merger and elimination of the common stock of TEC Technology, Limited.

(b) Reduction of additional paid in capital as a result of the issuance of common shares and elimination of Highland Ridge’s accumulated deficit and accumulated other comprehensive income of TEC Technology Limited.

(c) Increase of retained earnings as a result of inclusion of including retained earnings from Anhui TEC for the reverse merger.

(d) Decrease of accumulated other comprehensive income as a result of reverse merger including accumulated other comprehensive income of Anhui TEC.

F-29

EXHIBIT INDEX

Exhibit No.	Description
2.1*	Agreement and Plan of Merger, dated February 6, 2008, between the Company and Americom Networks International, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s 10-Q filed on September 22, 2008).
2.2	Share Exchange Agreement, dated May 4, 2010, among the Company, TEC Technology Limited and its shareholders.
3.1*	Articles of Incorporation of the Company, as filed with the Secretary of State of Delaware on January 31, 2008 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by the Company on April 7, 2008).
3.2*	Certificate of Amendment to Articles of Incorporation, as filed with the Secretary of State of Delaware on August 1, 2008 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by the Company on April 7, 2008)
3.3*	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s 10-Q filed on September 22, 2008).
10.1*	Stock Purchase Agreement, dated January 13, 2010, by and among the Company, Michael Anthony and the accredited investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2010).
10.2*	Repurchase Agreement, dated January 13, 2010, among the Company, Corporate Services International Profit Sharing and Century Capital Partners, LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 13, 2010)
10.3	English Translation of Equity Transfer Agreement, dated February 22, 2010, among Chun Lu and TEC Technology Limited.
10.4	Side Letter, dated May 4, 2010, among the Company, Asia Regal Holdings Limited, Kin Keung Lai and certain transferees.
10.5	English Translation of Loan Contract, dated November 23, 2009, between Anhui TEC Tower Co. Ltd. and China Everbright Bank.
10.6	English Translation of RMB Loan Contract, dated February 8, 2010, between Anhui TEC Tower Co. Ltd. and Huishang Bank, Xuancheng Branch.
10.7	English Translation of Crediting Agreement, dated September 27, 2009, between Anhui TEC Tower Co. Ltd. and China Merchants Bank, Hefei Sipailou Branch.
10.8	Labor Contract, dated January 1, 2010, between the Company and Chun Lu.
10.9	Labor Contract, dated September 9, 2009, between the Company and Debin Chen.
10.10	English Translation of Procurement Contract, dated June 23, 2009, between the Anhui TEC Tower Co. Ltd. and ZTE (Shenzhen) Kangxun Telecom Co., Ltd.
10.11	English Translation of Technology Transfer (Patent Exploitation License) Contract (Valve Spring), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science
10.12	English Translation of Technology Transfer (Patent Exploitation License) Contract (Mechanical Lift), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science
10.13	English Translation of Technology Transfer (Patent Exploitation License) Contract (U-Shape Bolt), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Anhui University of Technology and Science

Exhibit No.	Description
10.14	English Translation of Technology Transfer (Patent Exploitation License) Contract (MDF Test Module), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Hangzhou Tianye Communication Equipment Co. Ltd.,
10.15	English Translation of Technology Transfer (Patent Exploitation License) Contract (MDF Security Unit), dated June 25, 2009, between Anhui TEC Tower Co. Ltd. and Hangzhou Tianye Communication Equipment Co. Ltd.,
10.16	Lease agreement, dated August 31, 2009, between Mr. Chen and Mr. Jie Ding
14	Code of Ethics of the Company adopted on May 4, 2010
21	Subsidiaries of the Company

______________
*incorporated by reference

EX-2.2

Exhibit 2.2

SHARE EXCHANGE AGREEMENT

by and among

HIGHLAND RIDGE, INC.

TEC TECHNOLOGY LIMITED

and

THE SHAREHOLDER OF

TEC TECHNOLOGY LIMITED

Dated as of May 4, 2010

TABLE OF CONTENTS

ARTICLE I Exchange of Shares			1
	Section 1.1	Share Exchange	1
	Section 1.2	Closing	1
ARTICLE II Representations and Warranties of the Shareholder			1
	Section 2.1	Good Title	1
	Section 2.2	Power and Authority	2
	Section 2.3	No Conflicts	2
	Section 2.4	Litigation	2
	Section 2.5	No Finder’s Fee	2
	Section 2.6	Purchase Entirely for Own Account	2
	Section 2.7	Available Information	2
	Section 2.8	Non-Registration	2
	Section 2.9	Restricted Securities	2
	Section 2.10	Accredited Investor	3
	Section 2.11	Legends	3
	Section 2.12	Additional Legend	3
	Section 2.13	Disclosure	3
ARTICLE III Representations and Warranties of TEC			3
	Section 3.1	Organization, Standing and Power	3
	Section 3.2	Subsidiaries; Equity Interests	4
	Section 3.3	Capital Structure	4
	Section 3.4	Authority; Execution and Delivery; Enforceability	4
	Section 3.5	No Conflicts; Consents.	5
	Section 3.6	Taxes	5
	Section 3.7	Benefit Plans.	5
	Section 3.8	Litigation	6
	Section 3.9	Compliance with Applicable Laws	6
	Section 3.10	Brokers	6
	Section 3.11	Contracts	6
	Section 3.12	Title to Properties	6
	Section 3.13	Intellectual Property	6
	Section 3.14	Labor Matters	7
	Section 3.15	Financial Statements; Liabilities	7
	Section 3.16	Transactions with Affiliates and Employees	7
	Section 3.17	Internal Accounting Controls	7
	Section 3.18	Solvency	7
	Section 3.19	Application of Takeover Protections	8
	Section 3.20	Investment Company	8
	Section 3.21	Foreign Corrupt Practices	8
	Section 3.22	Absence of Certain Changes or Events	8
	Section 3.23	Disclosure	9
	Section 3.24	No Undisclosed Events, Liabilities, Developments or Circumstances	9
	Section 3.25	No Additional Agreements	9

ii

ARTICLE IV Representations and Warranties of Highland Ridge			10
	Section 4.1	Organization, Standing and Power	10
	Section 4.2	Subsidiaries; Equity Interests	10
	Section 4.3	Capital Structure	10
	Section 4.4	Authority; Execution and Delivery; Enforceability	10
	Section 4.5	No Conflicts; Consents.	11
	Section 4.6	Taxes	11
	Section 4.7	Benefit Plans	11
	Section 4.8	ERISA Compliance; Excess Parachute Payments	12
	Section 4.9	Litigation	12
	Section 4.10	Compliance with Applicable Laws	12
	Section 4.11	Contracts	12
	Section 4.12	Title to Properties	12
	Section 4.13	Intellectual Property	12
	Section 4.14	Labor Matters	13
	Section 4.15	SEC Documents; Undisclosed Liabilities	13
	Section 4.16	Transactions With Affiliates and Employees	13
	Section 4.17	Internal Accounting Controls	13
	Section 4.18	Solvency	14
	Section 4.19	Application of Takeover Protections	14
	Section 4.20	Investment Company	14
	Section 4.21	Foreign Corrupt Practices	14
	Section 4.22	Absence of Certain Changes or Events	14
	Section 4.23	Certain Registration Matters	15
	Section 4.24	Listing and Maintenance Requirements	16
	Section 4.25	Disclosure	16
	Section 4.26	No Undisclosed Events, Liabilities, Developments or Circumstances	16
	Section 4.27	No Additional Agreements	16
ARTICLE V Conditions to Closing			16
	Section 5.1	Highland Ridge Conditions Precedent	16
	Section 5.2	TEC and Shareholder Conditions Precedent	18
ARTICLE VI Covenants			19
	Section 6.1	Issuance of Stock Certificates	19
	Section 6.2	Blue Sky Laws	19
	Section 6.3	Public Announcements	19
	Section 6.4	Fees and Expenses	20
	Section 6.5	Continued Efforts	20
	Section 6.6	Exclusivity	20
	Section 6.7	Filing of 8-K	20
	Section 6.8	Furnishing of Information	20
	Section 6.9	Access	20
	Section 6.10	Preservation of Business	20
	Section 6.11	PRC Legal Opinion	21
ARTICLE VII Miscellaneous			21

iii

Section 7.1	Notices	21
Section 7.2	Amendments; Waivers; No Additional Consideration	21
Section 7.3	Replacement of Securities	21
Section 7.4	Remedies	22
Section 7.5	Limitation of Liability	22
Section 7.6	Interpretation	22
Section 7.7	Severability	22
Section 7.8	Counterparts; Facsimile Execution	22
Section 7.9	Entire Agreement; Third Party Beneficiaries	22
Section 7.10	Governing Law	22
Section 7.11	Assignment	23

iv

SHARE EXCHANGE AGREEMENT

          This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 4, 2010, is by and among HIGHLAND RIDGE, INC., a Delaware corporation (“Highland Ridge”), TEC TECHNOLOGY LIMITED., a Hong Kong company (“TEC”), and Hua Peng Phillip Wong, the sole shareholder of TEC (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

BACKGROUND

          A.      TEC has 10,000 ordinary shares (the “TEC Stock”) issued and outstanding, all of which are held by the Shareholder. The Shareholder has agreed to transfer all of his shares of TEC Stock in exchange for 19,194,421 newly issued shares of the Common Stock, $.001 par value, of Highland Ridge (the “Highland Ridge Stock”), constituting 63.60% of the issued and outstanding capital stock of Highland Ridge on a fully diluted basis, as of and immediately after the Closing.

          B.      The Board of Directors of each of Highland Ridge and TEC has determined that it is desirable to effect this plan of reorganization and share exchange.

AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I
Exchange of Shares

          Section 1.1      Share Exchange. At the Closing, the Shareholder shall sell, transfer, convey, assign and deliver to Highland Ridge its TEC Stock free and clear of all Liens, in exchange for 60,400,000 newly issued shares of Highland Ridge Stock (referred to herein as the “Shares”).

          Section 1.2      Closing. The closing (the “Closing”) of the transactions contemplated hereby (the “Transactions”) shall take place at the offices of Pillsbury Winthrop Shaw Pittman LLP in Washington, DC, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transactions (other than conditions with respect to actions that the respective parties will take at Closing) or such other date and time as the Parties may mutually determine (the “Closing Date”).

ARTICLE II
Representations and Warranties of the Shareholder

          The Shareholder hereby represents and warrants to Highland Ridge as follows.

          Section 2.1      Good Title. The Shareholder is the record and beneficial owner, and has good title to his TEC Stock, with the right and authority to sell and deliver such TEC Stock. Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of Highland Ridge as the new owner of such TEC Stock in the share register of TEC, Highland Ridge will receive good title to such TEC Stock, free and clear of all Liens.

          Section 2.2      Power and Authority. The Shareholder has the legal power and authority to execute and deliver this Agreement and to perform his obligations hereunder. All acts required to be taken by the Shareholder to enter into this Agreement and to carry out the Transactions have been properly taken. This Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms hereof.

          Section 2.3      No Conflicts. The execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of his obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or Governmental Entity under any Laws; (b) will not violate any Laws applicable to the Shareholder; and (c) will not violate or breach any contractual obligation to which the Shareholder is a party.

          Section 2.4      Litigation. There is no pending proceeding against the Shareholder that involves the Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the Transactions and, to the knowledge of the Shareholder, no such proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such proceeding.

          Section 2.5      No Finder’s Fee. The Shareholder has not created any obligation for any finder’s, investment banker’s or broker’s fee in connection with the Transactions that are not payable entirely by the Shareholder.

          Section 2.6      Purchase Entirely for Own Account. The Shareholder is acquiring the Highland Ridge Stock proposed to be acquired hereunder for investment for his own account and not with a view to the resale or distribution of any part thereof, and the Shareholder has no present intention of selling or otherwise distributing the Highland Ridge Stock, except in compliance with applicable securities laws.

          Section 2.7      Available Information. The Shareholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in Highland Ridge and has had full access to all the information he considers necessary or appropriate to make an informed investment decision with respect to the Highland Ridge Stock.

          Section 2.8      Non-Registration. The Shareholder understands that the Highland Ridge Stock has not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Highland Ridge Stock in accordance with Highland Ridge’s charter documents or the laws of its jurisdiction of incorporation.

          Section 2.9      Restricted Securities. The Shareholder understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Shares would be acquired in a transaction not involving a public offering. The issuance of the Shares hereunder is being effected in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering. The Shareholder further acknowledges that if the Shares are issued to the Shareholder in accordance with the provisions of this Agreement, such Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Shareholder represents that he is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

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          Section 2.10      Accredited Investor. The Shareholder is an “accredited Investor” within the meaning of Rule 501 under the Securities Act and the Shareholder was not organized for the specific purpose of acquiring the Shares.

          Section 2.11      Legends. It is understood that the Highland Ridge Stock will bear the following legend or one that is substantially similar to the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

          Section 2.12      Additional Legend. Additionally, the Highland Ridge Stock will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

          Section 2.13      Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of the Shareholder in connection with the Transactions, when taken together, do not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein and/or therein not misleading.

ARTICLE III
Representations and Warranties of TEC

          Subject to the exceptions set forth in the TEC Disclosure Letter (regardless of whether or not the TEC Disclosure Letter is referenced below with respect to any particular representation or warranty), TEC represents and warrants to Highland Ridge and the Shareholder as follows.

          Section 3.1      Organization, Standing and Power. TEC and each of its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on TEC and its subsidiaries taken as a whole, a material adverse effect on the ability of TEC to perform its obligations under this Agreement or on the ability of TEC to consummate the Transactions (a “TEC Material Adverse Effect”). TEC and each of its subsidiaries is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a TEC Material Adverse Effect. TEC has delivered to Highland Ridge true and complete copies of the TEC Constituent Instruments, and the comparable charter, organizational documents and other constituent instruments of each of its subsidiaries, in each case as amended through the date of this Agreement.

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          Section 3.2      Subsidiaries; Equity Interests.

                    (a)      The TEC Disclosure Letter lists each subsidiary of TEC and its jurisdiction of organization. All the outstanding shares of capital stock or equity investments of each subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by TEC or by another subsidiary of TEC, free and clear of all Liens.

                    (b)      Except for its interests in its subsidiaries, TEC does not, as of the date of this Agreement, own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

          Section 3.3      Capital Structure. The authorized capital stock of TEC consists of 10,000 ordinary shares, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of TEC are issued, reserved for issuance or outstanding. TEC is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding shares of the capital stock of TEC and each of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the Hong Kong Special Administrative Region of the People’s Republic of China, the TEC Constituent Instruments or any Contract to which TEC is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of TEC or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of TEC Stock or the capital stock of any of its subsidiaries may vote (“Voting TEC Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which TEC or any of its subsidiaries is a party or by which any of them is bound (a) obligating TEC or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, TEC or any of its subsidiaries or any Voting TEC Debt, (b) obligating TEC or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of TEC or of any of its subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of TEC to repurchase, redeem or otherwise acquire any shares of capital stock of TEC.

          Section 3.4      Authority; Execution and Delivery; Enforceability. TEC has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by TEC of this Agreement and the consummation by TEC of the Transactions have been duly authorized and approved by the Board of Directors of TEC and no other corporate proceedings on the part of TEC are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against TEC in accordance with its terms.

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          Section 3.5      No Conflicts; Consents.

                    (a)      The execution and delivery by TEC of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of TEC or any of its subsidiaries under, any provision of (i) the TEC Constituent Instruments or the comparable charter or organizational documents of any of its subsidiaries, (ii) any Contract to which TEC or any of its subsidiaries is a party or to which any of their respective properties or assets is subject or (iii) subject to the filings and other matters referred to in Section 3.5(b), any material judgment, order or decree or material Law applicable to TEC or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a TEC Material Adverse Effect.

                    (b)      Except for required filings with the SEC and applicable “Blue Sky” or state securities commissions, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to TEC or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

          Section 3.6      Taxes.

                    (a)      TEC and each of its subsidiaries has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a TEC Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a TEC Material Adverse Effect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of TEC know of no basis for any such claim.

                    (b)      The TEC Financial Statements reflect an adequate reserve for all Taxes payable by TEC and its subsidiaries (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against TEC or any of its subsidiaries, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a TEC Material Adverse Effect.

          Section 3.7      Benefit Plans.

                    (a)      Except as set forth in the TEC Disclosure Letter, neither TEC nor any of its subsidiaries maintains any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of TEC or any of its subsidiaries. Except as set forth in the TEC Disclosure Letter, as of the date of this Agreement there are not any severance or termination agreements or arrangements between TEC or any of its subsidiaries and any current or former employee, officer or director of TEC or any of its subsidiaries, nor does TEC or any of its subsidiaries have any general severance plan or policy.

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                    (b)      Since December 31, 2009, there has not been any adoption or amendment in any material respect by TEC or any of its subsidiaries of any plan described in Section 3.7(a) .

          Section 3.8      Litigation. Except as set forth in the TEC Disclosure Letter, there is no Action against or affecting TEC or any of its subsidiaries or any of their respective properties which (a) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a TEC Material Adverse Effect. Neither TEC nor any of its subsidiaries, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

          Section 3.9      Compliance with Applicable Laws. Except as set forth in the TEC Disclosure Letter, TEC and each of its subsidiaries have conducted their business and operations in compliance with all applicable Laws, including those relating to occupational health and safety and the environment, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a TEC Material Adverse Effect. TEC has not received any written communication during the past two years from a Governmental Entity that alleges that TEC is not in compliance in any material respect with any applicable Law. This Section 3.9 does not relate to matters with respect to Taxes, which are the subject of Section 3.6.

          Section 3.10      Brokers. Except as set forth in the TEC Disclosure Letter, no broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of TEC or any of its subsidiaries.

          Section 3.11      Contracts. Except as set forth in the TEC Disclosure Letter, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of TEC and its subsidiaries taken as a whole. Neither TEC nor any of its subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a TEC Material Adverse Effect.

          Section 3.12      Title to Properties. Except as set forth in the TEC Disclosure Letter, neither TEC nor any of its subsidiaries own any real property. TEC and each of its subsidiaries has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which TEC or any of its subsidiaries has leasehold interests, are free and clear of all Liens other than those set forth in the TEC Disclosure Letter and except for Liens that, in the aggregate, do not and will not materially interfere with the ability of TEC and its subsidiaries to conduct business as currently conducted.

          Section 3.13      Intellectual Property. TEC and each of its subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of TEC and its subsidiaries taken as a whole. The TEC Disclosure Letter sets forth a description of all Intellectual Property Rights which are material to the conduct of the business of TEC and its subsidiaries taken as a whole. There are no claims pending or, to the knowledge of TEC, threatened that TEC or any of its subsidiaries is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right. To the knowledge of TEC, no person is infringing the rights of TEC or any of its subsidiaries with respect to any Intellectual Property Right.

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          Section 3.14      Labor Matters. There are no collective bargaining or other labor union agreements to which TEC or any of its subsidiaries is a party or by which any of them is bound. No material labor dispute exists or, to the knowledge of TEC, is imminent with respect to any of the employees of TEC.

          Section 3.15      Financial Statements; Liabilities. TEC has delivered to Highland Ridge its audited consolidated financial statements for the fiscal years ended December 31, 2009 and 2008 (collectively, the “TEC Financial Statements”). The TEC Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The TEC Financial Statements fairly present in all material respects the financial condition and operating results of TEC, as of the dates, and for the periods, indicated therein. TEC does not have any material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to December 31, 2009, and (b) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the TEC Financial Statements, which, in both cases, individually and in the aggregate, would not be reasonably expected to result in a TEC Material Adverse Effect.

          Section 3.16      Transactions with Affiliates and Employees. Except as set forth in the TEC Disclosure Letter and the TEC Financial Statements, none of the officers or directors of TEC and, to the knowledge of TEC, none of the employees of TEC is presently a party to any transaction with TEC or any of its subsidiaries (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of TEC, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

          Section 3.17      Internal Accounting Controls. TEC and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. TEC has established disclosure controls and procedures for its company and designed such disclosure controls and procedures to ensure that material information relating to TEC and its subsidiaries are made known to the officers by others within those entities. The officers of TEC have evaluated the effectiveness of TEC’s controls and procedures. Since December 31, 2009, there have been no significant changes in TEC’s internal controls or, to TEC’s best knowledge, in other factors that could significantly affect TEC’s internal controls.

          Section 3.18      Solvency. Based on the financial condition of TEC as of the Closing Date (and assuming that the Closing shall have occurred): (a) TEC’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of TEC’s existing debts and other liabilities (including known contingent liabilities) as they mature; (b) TEC’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by TEC, and projected capital requirements and capital availability thereof; and (c) the current cash flow of TEC, together with the proceeds TEC would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. TEC does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

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          Section 3.19      Application of Takeover Protections. TEC has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the TEC Constituent Instruments or the laws of its jurisdiction of organization that is or could become applicable to the Shareholder as a result of the Shareholder and TEC fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Shares and the Shareholder’s ownership of the Shares.

          Section 3.20      Investment Company. TEC is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

          Section 3.21      Foreign Corrupt Practices. Neither TEC, nor any of its subsidiaries, nor, to TEC’s knowledge, any director, officer, agent, employee or other person acting on behalf of TEC or any of its subsidiaries has, in the course of its actions for, or on behalf of, TEC (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

          Section 3.22      Absence of Certain Changes or Events. Except as disclosed in the TEC Financial Statements or the TEC Disclosure Letter, from December 31, 2009 to the date of this Agreement, TEC has conducted its business only in the ordinary course, and during such period there has not been:

                    (a)      any change in the assets, liabilities, financial condition or operating results of TEC or any of its subsidiaries, except changes in the ordinary course of business that have not caused, in the aggregate, a TEC Material Adverse Effect;

                    (b)      any damage, destruction or loss, whether or not covered by insurance, that would have a TEC Material Adverse Effect;

                    (c)      any waiver or compromise by TEC or any of its subsidiaries of a valuable right or of a material debt owed to it;

                    (d)      any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by TEC or any of its subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a TEC Material Adverse Effect;

                    (e)      any material change to a material Contract by which TEC or any of its subsidiaries or any of its respective assets is bound or subject;

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                    (f)      any mortgage, pledge, transfer of a security interest in, or lien, created by TEC or any of its subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair TEC’s or its subsidiaries’ ownership or use of such property or assets;

                    (g)      any loans or guarantees made by TEC or any of its subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any loans or advances to any persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivision other than travel advances and other advances made in the ordinary course of its business;

                    (h)      any alteration of TEC’s method of accounting or the identity of its auditors;

                    (i)      any declaration or payment of dividend or distribution of cash or other property to the Shareholder or any purchase, redemption or agreements to purchase or redeem any TEC Stock;

                    (j)      any issuance, sale, disposition or encumbrance of equity securities to any officer, director or affiliate, or any change in their outstanding shares of capital stock or their capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; or

                    (k)      any arrangement or commitment by TEC or any of its subsidiaries to do any of the things described in this Section 3.22.

          Section 3.23      Disclosure. TEC confirms that neither it nor any person acting on its behalf has provided Highland Ridge or its agents or counsel with any information that it believes constitutes material, non-public information except insofar as the existence and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed by Highland Ridge under a current report on Form 8-K filed within four business days after the Closing. TEC understands and confirms that Highland Ridge will rely on the foregoing representations and covenants in effecting transactions in securities of TEC. All of the representations and warranties of TEC set forth in this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

          Section 3.24      No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to TEC or any of its subsidiaries, or their respective businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by TEC under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by TEC of its TEC Stock and which has not been publicly announced or will not be publicly announced in a current report on Form 8-K filed within four business days after the Closing.

          Section 3.25      No Additional Agreements. TEC does not have any agreements or understandings with the Shareholder with respect to the Transactions other than as specified in this Agreement.

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ARTICLE IV
Representations and Warranties of Highland Ridge

          Highland Ridge represents and warrants as follows to TEC and the Shareholder.

          Section 4.1      Organization, Standing and Power. Highland Ridge is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on Highland Ridge, a material adverse effect on the ability of Highland Ridge to perform its obligations under this Agreement or on the ability of Highland Ridge to consummate the Transactions (a “Highland Ridge Material Adverse Effect”). Highland Ridge is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties makes such qualification necessary and where the failure to so qualify would reasonably be expected to have a Highland Ridge Material Adverse Effect. Highland Ridge has delivered to TEC or its counsel true and complete copies of the Highland Ridge Charter and the Highland Ridge Bylaws.

          Section 4.2      Subsidiaries; Equity Interests. Highland Ridge does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

          Section 4.3      Capital Structure. The authorized capital stock of Highland Ridge consists of 300,000,000 shares of common stock, $.001 par value, and 10,000,000 shares of preferred stock, $.001 par value. As of the date hereof, 10,987,131 shares of Highland Ridge’s common stock and no shares of preferred stock are issued and outstanding and no shares of Highland Ridge’s common stock are held by Highland Ridge in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Highland Ridge were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Highland Ridge are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the Highland Ridge Charter, the Highland Ridge Bylaws or any Contract to which Highland Ridge is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Highland Ridge having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Highland Ridge’s common stock may vote (“Voting Highland Ridge Debt”). As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Highland Ridge is a party or by which it is bound (a) obligating Highland Ridge to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, Highland Ridge or any Voting Highland Ridge Debt, (b) obligating Highland Ridge to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Highland Ridge. As of the date of this Agreement, there are not any outstanding contractual obligations of Highland Ridge to repurchase, redeem or otherwise acquire any shares of capital stock of Highland Ridge. The stockholder list provided to TEC or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Highland Ridge’s common stock.

          Section 4.4      Authority; Execution and Delivery; Enforceability. The execution and delivery by Highland Ridge of this Agreement and the consummation by Highland Ridge of the Transactions have been duly authorized and approved by the Board of Directors of Highland Ridge and no other corporate proceedings on the part of Highland Ridge are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a legal, valid and binding obligation of Highland Ridge, enforceable against Highland Ridge in accordance with the terms hereof.

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          Section 4.5      No Conflicts; Consents.

                    (a)      The execution and delivery by Highland Ridge of this Agreement does not, and the consummation of Transactions and compliance with the terms hereof will not, contravene, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Highland Ridge under, any provision of (i) the Highland Ridge Charter or Highland Ridge Bylaws, (ii) any material Contract to which Highland Ridge is a party or to which any of its properties or assets is subject or (iii) subject to the filings and other matters referred to in Section 4.5(b), any material Order or material Law applicable to Highland Ridge or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Highland Ridge Material Adverse Effect.

                    (b)      Except for required filings with the SEC and applicable “Blue Sky” or state securities commissions, no Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Highland Ridge in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

          Section 4.6      Taxes.

                    (a)      Highland Ridge has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file, any delinquency in filing or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Highland Ridge Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Highland Ridge Material Adverse Effect.

                    (b)      The most recent financial statements contained in the SEC Reports reflect an adequate reserve for all Taxes payable by Highland Ridge (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against Highland Ridge, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Highland Ridge Material Adverse Effect.

                    (c)      There are no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of Highland Ridge. Highland Ridge is not bound by any agreement with respect to Taxes.

          Section 4.7      Benefit Plans. Highland Ridge does not, and since its inception never has, maintained or contributed to any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Highland Ridge. As of the date of this Agreement, there are not any employment, consulting, indemnification, severance or termination agreements or arrangements between Highland Ridge and any current or former employee, officer or director of Highland Ridge, nor does Highland Ridge have any general severance plan or policy.

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          Section 4.8      ERISA Compliance; Excess Parachute Payments. Highland Ridge does not, and since its inception never has, maintained or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other benefit plan for the benefit of any current or former employees, consultants, officers or directors of Highland Ridge.

          Section 4.9      Litigation. There is no Action against or affecting Highland Ridge or any of its properties which (a) adversely affects or challenges the legality, validity or enforceability of either of this Agreement or the Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Highland Ridge Material Adverse Effect. Neither Highland Ridge nor any director or officer (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

          Section 4.10      Compliance with Applicable Laws. Highland Ridge is in compliance with all applicable Laws, including those relating to occupational health and safety, the environment, export controls, trade sanctions and embargoes, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Highland Ridge Material Adverse Effect. Highland Ridge has not received any written communication during the past two years from a Governmental Entity that alleges that Highland Ridge is not in compliance in any material respect with any applicable Law. Highland Ridge is in compliance with all effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations thereunder, that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in a Highland Ridge Material Adverse Effect. This Section 4.10 does not relate to matters with respect to Taxes, which are the subject of Section 4.6.

          Section 4.11      Contracts. Except as disclosed in the SEC Reports, there are no Contracts that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Highland Ridge taken as a whole. Highland Ridge is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or to which it or any of its properties or assets is subject, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Highland Ridge Material Adverse Effect.

          Section 4.12      Title to Properties. Highland Ridge has good title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which Highland Ridge has leasehold interests, are free and clear of all Liens, except for Liens that, in the aggregate, do not and will not materially interfere with the ability of Highland Ridge to conduct business as currently conducted. Highland Ridge has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Highland Ridge enjoys peaceful and undisturbed possession under all such material leases.

          Section 4.13      Intellectual Property. Highland Ridge does not own, nor is validly licensed nor otherwise has the right to use, any Intellectual Property Rights. No claims are pending or, to the knowledge of Highland Ridge, threatened that Highland Ridge is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right.

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          Section 4.14      Labor Matters. There are no collective bargaining or other labor union agreements to which Highland Ridge is a party or by which it is bound. No material labor dispute exists or, to the knowledge of Highland Ridge, is imminent with respect to any of the employees of Highland Ridge.

          Section 4.15      SEC Documents; Undisclosed Liabilities.

                    (a)      Highland Ridge has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC since May 19, 2006, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the “SEC Reports”).

                    (b)      As of its respective filing date, each SEC Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Report. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Highland Ridge included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Highland Ridge and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments).

                    (c)      Except as set forth in the SEC Reports, Highland Ridge has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. generally accepted accounting principles to be set forth on a balance sheet of Highland Ridge or in the notes thereto. There are no financial or contractual obligations and liabilities (including any obligations to issue capital stock or other securities) due after the date hereof. All liabilities of Highland Ridge shall have been paid off and shall in no event remain liabilities of Highland Ridge, TEC or the Shareholder following the Closing.

          Section 4.16      Transactions With Affiliates and Employees. Except as disclosed in the SEC Reports, none of the officers or directors of Highland Ridge and, to the knowledge of Highland Ridge, none of the employees of Highland Ridge is presently a party to any transaction with Highland Ridge (other than for services as employees, officers and directors), including any Contract or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of Highland Ridge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

          Section 4.17      Internal Accounting Controls. Highland Ridge maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Highland Ridge has established disclosure controls and procedures for Highland Ridge and designed such disclosure controls and procedures to ensure that material information relating to Highland Ridge is made known to the officers by others within Highland Ridge. Highland Ridge’s officers have evaluated the effectiveness of Highland Ridge’s controls and procedures. Since December 31, 2009, there have been no significant changes in Highland Ridge’s internal controls or, to Highland Ridge’s knowledge, in other factors that could significantly affect Highland Ridge’s internal controls.

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          Section 4.18      Solvency. Except as disclosed in the SEC Reports, based on the financial condition of Highland Ridge as of the Closing Date (and assuming that the Closing shall have occurred), (a) Highland Ridge’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of Highland Ridge’s existing debts and other liabilities (including known contingent liabilities) as they mature, (b) Highland Ridge’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted, including its capital needs, taking into account the particular capital requirements of the business conducted by Highland Ridge, and projected capital requirements and capital availability thereof, and (c) the current cash flow of Highland Ridge, together with the proceeds Highland Ridge would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. Highland Ridge does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

          Section 4.19      Application of Takeover Protections. Highland Ridge has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Highland Ridge Charter or the laws of its state of incorporation that is or could become applicable to the Shareholder as a result of the Shareholder and Highland Ridge fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Shares and the Shareholder’s ownership of the Shares.

          Section 4.20      Investment Company. Highland Ridge is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

          Section 4.21      Foreign Corrupt Practices. Neither Highland Ridge, nor to Highland Ridge’s knowledge, any director, officer, agent, employee or other person acting on behalf of Highland Ridge has, in the course of its actions for, or on behalf of, Highland Ridge (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

          Section 4.22      Absence of Certain Changes or Events. Except as disclosed in the SEC Reports, from the date of the most recent financial statements contained in the SEC Reports to the date of this Agreement, Highland Ridge has conducted its business only in the ordinary course, and during such period there has not been:

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                    (a)      any change in the assets, liabilities, financial condition or operating results of Highland Ridge from that reflected in the financial statements contained in the SEC Reports, except changes in the ordinary course of business that have not caused, in the aggregate, a Highland Ridge Material Adverse Effect;

                    (b)      any damage, destruction or loss, whether or not covered by insurance, that would have a Highland Ridge Material Adverse Effect;

                    (c)      any waiver or compromise by Highland Ridge of a valuable right or of a material debt owed to it;

                    (d)      any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by Highland Ridge, except in the ordinary course of business and the satisfaction or discharge of which would not have a Highland Ridge Material Adverse Effect;

                    (e)      any material change to a material Contract by which Highland Ridge or any of its assets is bound or subject;

                    (f)      any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;

                    (g)      any resignation or termination of employment of any officer of Highland Ridge;

                    (h)      any mortgage, pledge, transfer of a security interest in or lien created by Highland Ridge with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair Highland Ridge’s ownership or use of such property or assets;

                    (i)      any loans or guarantees made by Highland Ridge to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

                    (j)      any declaration, setting aside or payment or other distribution in respect of any of Highland Ridge’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by Highland Ridge;

                    (k)      any alteration of Highland Ridge’s method of accounting or the identity of its auditors;

                    (l)      any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Highland Ridge stock option plans; or

                    (m)      any arrangement or commitment by Highland Ridge to do any of the things described in this Section 4.22.

     Section 4.23      Certain Registration Matters. Highland Ridge has not granted or agreed to grant to any person any rights (including “piggy-back” registration rights) to have any securities of Highland Ridge registered with the SEC or any other governmental authority that have not been satisfied.

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          Section 4.24      Listing and Maintenance Requirements. Highland Ridge is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued listing of the Highland Ridge Stock on the trading market on which the Highland Ridge Stock is currently listed or quoted. The issuance and sale of the Shares under this Agreement does not contravene the rules and regulations of the trading market on which the Highland Ridge Stock are currently listed or quoted, and no approval of the stockholders of Highland Ridge is required for Highland Ridge to issue and deliver to the Shareholder the Shares contemplated by this Agreement.

          Section 4.25      Disclosure. Highland Ridge confirms that neither it nor any person acting on its behalf has provided the Shareholder or his agents or counsel with any information that Highland Ridge believes constitutes material, non-public information except insofar as the existence and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed by Highland Ridge under a current report on Form 8-K filed within four business days after the Closing. Highland Ridge understands and confirms that the Shareholder will rely on the foregoing representations and covenants in effecting transactions in securities of Highland Ridge. All of the representations and warranties set forth in this Agreement are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

          Section 4.26      No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to Highland Ridge, or its businesses, properties, prospects, operations or financial condition, that would be required to be disclosed by Highland Ridge under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by Highland Ridge of its common stock and which has not been publicly announced or will not be publicly announced in a current report on Form 8-K filed within four business days after the Closing.

          Section 4.27      No Additional Agreements. Highland Ridge does not have any agreement or understanding with the Shareholder with respect to the Transactions other than as specified in this Agreement.

ARTICLE V
Conditions to Closing

          Section 5.1 Highland Ridge Conditions Precedent. The obligations of the Shareholder and TEC to enter into and complete the Closing are subject, at the option of the Shareholder and TEC, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by TEC and the Shareholder in writing.

                    (a)      Representations and Covenants. The representations and warranties of Highland Ridge contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Highland Ridge shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Highland Ridge on or prior to the Closing Date. Highland Ridge shall have delivered to the Shareholder and TEC a certificate, dated the Closing Date, to the foregoing effect.

                    (b)      Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of TEC or the Shareholder, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of Highland Ridge.

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                    (c)      Consents. All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by Highland Ridge for the authorization, execution and delivery of this Agreement and the consummation by it of the Transactions shall have been obtained and made by Highland Ridge, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a Highland Ridge Material Adverse Effect.

                    (d)      No Material Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since December 31, 2009 which has had or is reasonably likely to cause a Highland Ridge Material Adverse Effect.

                    (e)      Post-Closing Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of Highland Ridge, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to TEC and the Shareholder.

                    (f)      Satisfactory Completion of Due Diligence. TEC and the Shareholder shall have completed their legal, accounting and business due diligence of Highland Ridge and the results thereof shall be satisfactory to TEC and the Shareholder in their sole and absolute discretion.

                    (g)      SEC Reports. Highland Ridge shall have filed all reports and other documents required to be filed by it under the U.S. federal securities laws through the Closing Date.

                    (h)      OTCBB Quotation. Highland Ridge shall have maintained its status as a company whose common stock is quoted on the Over-the-Counter Bulletin Board and no reason shall exist as to why such status shall not continue immediately following the Closing.

                    (i)      No Suspensions of Trading in Highland Ridge Stock; Listing. Trading in the Highland Ridge Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding Highland Ridge) at any time since the date of execution of this Agreement, and the Highland Ridge Stock shall have been at all times since such date listed for trading on a trading market.

                    (j)      Secretary’s Certificate. Highland Ridge shall have delivered to TEC a certificate, signed by its Secretary or other authorized officer, certifying that the attached copies of the Highland Ridge Charter, Highland Ridge Bylaws and resolutions of its Board of Directors approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.

                    (k)      Good Standing Certificate. Highland Ridge shall have delivered to TEC a certificate of good standing of Highland Ridge dated within five (5) business days of Closing issued by the Secretary of State of Delaware.

                    (l)      Resignations and Appointments. Highland Ridge shall have delivered to TEC (i) a letter of resignation from Jiaojiao Jiao resigning from any and all offices held by her, effective as of the Closing, and resigning from the board of directors of the Company, effective as of the tenth (10^th) day following the filing of an Information Statement on Schedule 14f-1 with the SEC; (ii) evidence of the election of Mr. Chun Lu as a director of the Company and Chair of the Company’s board of directors, effective immediately as of the Closing, and of the appointment of Ms. Xiaoxiang Liu and Mr. Wei Zhang effective automatically as of the effective date of Mr. Jiao’s resignation; and (iii) evidence of the election of Mr. Chun Lu as the Chief Executive Officer of Highland Ridge, and such other officers as may be designated by TEC, effective as of the Closing.

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                    (m)      Payoff Letters and Releases. Highland Ridge shall have delivered to TEC such payoff letters and releases relating to liabilities of Highland Ridge as TEC shall request, in form and substance satisfactory to TEC.

                    (n)      Lien Searches. If requested, Highland Ridge shall have delivered to TEC the results of UCC, judgment lien and tax lien searches with respect to Highland Ridge, the results of which indicate no liens on the assets of Highland Ridge.

                    (o)      Release. Highland Ridge shall have delivered to TEC a duly executed release by the current directors, officers and control persons of Highland Ridge in favor of Highland Ridge, TEC and the Shareholder, in form and substance satisfactory to TEC.

                    (p)      Indemnification Agreement. Highland Ridge shall have delivered an indemnification agreement, executed by the current directors, officers and control persons of Highland Ridge for the benefit of Highland Ridge, TEC and the Shareholder, in the form and substance satisfactory to TEC.

          Section 5.2      TEC and Shareholder Conditions Precedent. The obligations of Highland Ridge to enter into and complete the Closing is subject, at the option of Highland Ridge, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Highland Ridge in writing.

                    (a)      Representations and Covenants. The representations and warranties of the Shareholder and TEC contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Shareholder and TEC shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholder and TEC on or prior to the Closing Date. Each of TEC and the Shareholder shall have delivered to Highland Ridge a certificate, dated the Closing Date, to the foregoing effect.

                    (b)      Litigation. No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of Highland Ridge, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of TEC.

                    (c)      Consents. All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Shareholder or TEC for the authorization, execution and delivery of this Agreement and the consummation by them of the Transactions, shall have been obtained and made by the Shareholder or TEC, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have an TEC Material Adverse Effect.

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                    (d)      No Material Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since the date of the TEC Financial Statements which has had or is reasonably likely to cause an TEC Material Adverse Effect.

                    (e)      Post-Closing Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of Highland Ridge, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to Highland Ridge.

                    (f)      Satisfactory Completion of Due Diligence. Highland Ridge shall have completed its legal, accounting and business due diligence of TEC and the Shareholder and the results thereof shall be satisfactory to Highland Ridge in its sole and absolute discretion.

                    (g)      Secretary’s Certificate. TEC shall have delivered to Highland Ridge a certificate, signed by its Secretary (or authorized director or officer), certifying that the attached copies of the TEC Constituent Instruments and resolutions of the Board of Directors of TEC approving this Agreement and the Transactions are all true, complete and correct and remain in full force and effect.

                    (h)      Delivery of Audit Report and Financial Statements. TEC shall have completed the TEC Financial Statements and shall have received an audit report from an independent audit firm that is registered with the Public Company Accounting Oversight Board. The form and substance of the TEC Financial Statements shall be satisfactory to Highland Ridge in its sole and absolute discretion.

                    (i)      Form 8-K. TEC shall have provided Highland Ridge with reasonable assurances that Highland Ridge will be able to comply with its obligation to file a current report on Form 8-K within four (4) business days following the Closing containing the requisite financial statements of TEC and the requisite Form 10-type disclosure regarding TEC and its subsidiaries.

                    (j)      Share Transfer Documents. The Shareholder shall have delivered to Highland Ridge certificate(s) representing his TEC Stock, accompanied by an executed instrument of transfer for transfer by the Shareholder of his TEC Stock to Highland Ridge.

ARTICLE VI
Covenants

          Section 6.1      Issuance of Stock Certificates. At or within 10 business days following the Closing, Highland Ridge shall deliver to the Shareholder a certificate representing the new shares of Highland Ridge Stock issued to the Shareholder.

          Section 6.2      Blue Sky Laws. Highland Ridge shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the Highland Ridge Stock in connection with this Agreement.

          Section 6.3      Public Announcements. Highland Ridge and TEC will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to this Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

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          Section 6.4      Fees and Expenses. All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.

          Section 6.5      Continued Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.

          Section 6.6      Exclusivity. Neither Highland Ridge nor TEC shall (a) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to the acquisition of any capital stock or other voting securities of Highland Ridge or TEC (as applicable), or any assets of Highland Ridge or TEC (as applicable) (including any acquisition structured as a merger, consolidation, share exchange or other business combination), (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing, or (c) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. Each shall notify the other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

          Section 6.7      Filing of 8-K. Highland Ridge shall file, within four (4) business days of the Closing Date, a current report on Form 8-K and attach as exhibits all relevant agreements with the SEC disclosing the terms of this Agreement and other requisite disclosure regarding the Transactions and including the requisite audited consolidated financial statements of TEC and the requisite Form 10 disclosure regarding TEC and its subsidiaries. In addition, Highland Ridge shall issue a press release at a mutually agreeable time following the Closing Date.

          Section 6.8      Furnishing of Information. As long as any Shareholder owns the Shares, Highland Ridge covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Highland Ridge after the date hereof pursuant to the Exchange Act. As long as any Shareholder owns the Shares, if Highland Ridge is not required to file reports pursuant to such laws, it will prepare and furnish to such Shareholder and make publicly available in accordance with Rule 144(c) promulgated by the SEC pursuant to the Securities Act, such information as is required for the Shareholder to sell Shares under Rule 144. Highland Ridge further covenants that it will take such further action as any holder of the Shares may reasonably request, all to the extent required from time to time to enable such person to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

          Section 6.9      Access. Each of Highland Ridge and TEC shall permit representatives of each other to have full access to all premises, properties, personnel, books, records, contracts, and documents of or pertaining to such party.

          Section 6.10      Preservation of Business. From the date of this Agreement until the Closing Date, each of TEC and Highland Ridge shall, except as otherwise permitted by the terms of this Agreement, operate only in the ordinary and usual course of business consistent with its past practices and shall use reasonable commercial efforts to (a) preserve intact its business organization, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other Persons material to the operation of its business, and (c) not permit any action or omission that would cause any of its representations or warranties contained herein to become inaccurate or any of its covenants to be breached in any material respect.

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          Section 6.11      PRC Legal Opinion. Each of TEC and Highland Ridge agree to obtain, as soon as possible after the Closing, a legal opinion on the offshore structure of the TEC and its subsidiaries, and on the Option Agreement, dated May, 4, 2010, from a nationally recognized counsel licensed and qualified to practice in the People’s Republic of China.

ARTICLE VII
Miscellaneous

          Section 7.1      Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to Highland Ridge, to:

Room 4002, RongChao Landmark
4028 Jintian Rd, Futian District
Shenzhen City
People’s Republic of China
Attention: Jiaojiao Jiao

If to TEC or the Shareholder, to:

Xinqiao Industrial Park
Jingde County, Anhui Province, 242600
People’s Republic of China
Attention: Chief Executive Officer

with a copy to:

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, N.W.
Washington, DC 20037-11228
Attention: Louis A. Bevilacqua, Esq.
Facsimile: +1 202-663-8007

          Section 7.2      Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument signed by TEC, Highland Ridge and the Shareholder. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.

     Section 7.3      Replacement of Securities. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, Highland Ridge shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to Highland Ridge of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares. If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, Highland Ridge may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

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          Section 7.4      Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Shareholder, Highland Ridge and TEC will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

          Section 7.5      Limitation of Liability. Notwithstanding anything herein to the contrary, each of Highland Ridge and TEC acknowledges and agrees that the liability of a Shareholder arising directly or indirectly, under any Transaction Document of any and every nature whatsoever shall be satisfied solely out of the assets of such Shareholder, and that no trustee, officer, other investment vehicle or any other affiliate of such Shareholder or any investor, shareholder or holder of shares of beneficial interest of such Shareholder shall be personally liable for any liabilities of such Shareholder.

          Section 7.6      Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

          Section 7.7      Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

          Section 7.8      Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

          Section 7.9      Entire Agreement; Third Party Beneficiaries. This Agreement, taken together with the TEC Disclosure Letter, (a) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights or remedies.

          Section 7.10      Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Delaware are mandatorily applicable to the Transactions.

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          Section 7.11      Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of each of the other Parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

[Signature Page Follows]

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          IN WITNESS WHEREOF, the parties hereto have caused this Share Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	HIGHLAND RIDGE, INC
By:	/s/ Jiaojiao Jiao
	Jiaojiao Jiao
	President and Chief Executive Officer
	TEC TECHNOLOGY LIMITED
By:	/s/ Hua Peng Phillip Wong
	Name: Hua Peng Phillip Wong
	Title: Director
	Name: Hua Peng Phillip Wong

ANNEX A

Definitions

          “Action” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

          “Agreement” has the meaning set forth in the Preamble of this Agreement.

          “Highland Ridge” has the meaning set forth in the Preamble of this Agreement.

          “Highland Ridge Bylaws” means the Bylaws of Highland Ridge, as amended to the date of this Agreement.

          “Highland Ridge Charter” means the Articles of Incorporation of Highland Ridge, as amended to the date of this Agreement.

          “Highland Ridge Material Adverse Effect” has the meaning set forth in the Section 4.1 of this Agreement.

          “Highland Ridge Stock” has the meaning set forth in the Background Section of this Agreement.

          “Closing” has the meaning set forth in Section 1.2 of this Agreement.

          “Closing Date” has the meaning set forth in Section 1.2 of this Agreement.

          “Consent” means any material consent, approval, license, permit, order or authorization.

          “Contract” means any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Governmental Entity” means any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

          “Intellectual Property Right” means any patent, patent right, trademark, trademark right, trade name, trade name right, service mark, service mark right, copyright and other proprietary intellectual property right and computer program.

          “Law” means any statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, or decree.

          “Lien” means any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance.

          “TEC” has the meaning set forth in the Preamble of this Agreement.

          “TEC Constituent Instruments” means the certificate of incorporation and memorandum and articles of association of TEC and such other constituent instruments of TEC as may exist, each as amended to the date of this Agreement.

          “TEC Disclosure Letter” means the letter delivered from TEC to Highland Ridge concurrently herewith.

          “TEC Financial Statements” has the meaning set forth in the Section 3.15 of this Agreement.

          “TEC Material Adverse Effect” has the meaning set forth in Section 3.1 of this Agreement.

          “TEC Stock” has the meaning set forth in the Background Section of this Agreement.

          “Party” has the meaning set forth in the Preamble of this Agreement.

          “SEC” means the Securities and Exchange Commission.

          “SEC Reports” has the meaning set forth in Section 4.15 of this Agreement.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Shareholder” has the meaning set forth in the Preamble of this Agreement.

          “Shares” has the meaning set forth in Section 1.1 of this Agreement.

          “Taxes” means all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

          “Tax Return” means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

          “Transactions” has the meaning set forth in Section 1.2 of this Agreement.

          “Transaction Documents” means this Agreement and any other documents or agreements executed in connection with the Transactions.

          “Voting Highland Ridge Debt” has the meaning set forth in Section 4.3 of this Agreement.

          “Voting TEC Debt” has the meaning set forth in Section 3.3 of this Agreement.

EX-10.3

Exhibit 10.3

Equity Transfer Agreement

Holder: Chun Lu (hereinafter “Party A”)

ID Card No.: 330123197403015038

Permanent Address: New Bridge Industrial Park, Jingyang, Jingde Country, Anhui

Tel.:0563-8023488

Transferee: Tec Technology Ltd. (hereinafter “Party B”)

Registered Address: 11^th Floor International Center, 151 Gloucester Road, Wan Chai, HK

Tel.: 00852-25832400

Legal Representative: WONG HUA PENG PHILIP

Title:       Director                Nationality:        Singapore

The agreement was signed by Party A and Party B on the issue of Anhui Tec Tower Ltd. (hereinafter “Tec Tower”) stock transfer on February 22, 2010 in Jingde Country, Anhui.

Upon friendly consultation, equality and mutual benefit, Party A and Party B enter into the agreements as follows:

I Share Transfer Pricing and Payment

(I )Party A agrees to transfer its holding 100% shares of Tec Tower to Party B in the value of RMB 6,435,100 (or in the equivalent value by a foreign currency with the exchange rate on the payment day); Party B agrees to purchase the said shares in this price and amount, or make capital contribution in an equivalent amount.

(II) Party B agrees to pay Party A the above-mentioned amount in one-time in full within 30 working days upon meeting the following conditions:

1.	Both parties have signed this agreement;
2.	This equity transfer agreement has been approved by the relevant business departments of the People's Republic of China.
3.	The local Industrial and commercial administrative department where Tec Tower is administered has finished changing business registration procedures.

II Guarantee

Party A should guarantee that the transferred shares to Party B is Party A’s true assets in Tec Tower. Party A enjoys the right of legal share ownership and the right of complete disposition. Party A shall ensure no mortgage, pledge or guarantee of the transferred shares. After the transfer, Party A’s original rights and obligations based on the said shares will transfer to Party B along.

III Profit and Loss Sharing

Party A agrees to assist Party B to handle shareholding change in registration after the signing of this agreement. Since the procedures of share ownership change has finished, Party B shall become the shareholder of Tec Tower, sharing the loss and profit according to the proportion of investments and articles of association.

IV Expenses and Procedure Handling

Party B shall bear all the costs relating to share transfer under this agreement.

V Contract Change and Termination

This agreement may be changed or terminated, but must be signed by both parties in writing, in the cases of:

1.	Unfulfillment of this agreement due to force majeure or external factors which can not be prevented with no fault of any party;
2.	Loss of ability of one party to the actual performance;
3.	that one party has seriously affected the economic interests of the observant party, which leads to fulfill this agreement unnecessarily;
4.	that both parties consent to the change or termination of this agreement upon negotiation because of circumstance changes.

VI Settlement of Disputes

1.	The disputes related with the validity, performance, breach and discharge of this agreement should be settled through friendly consultations by both parties.
2.	In case the agreement cannot be reached, any party may summit the dispute to the court that has the jurisdiction over the matter.

VII Effectiveness of Contract

The contract will come into force after signed and sealed by both parties and ratified by the related business departments of the People's Republic of China.

VIII Supplementary Articles

The contract is in sextuplicate. Party A and Party B each holds one copy hereof, Tec Tower files one copy, and the others will be submitted to the commercial department and industry and commerce administration authorities. All of the copies are considered as originals and of the same effect.

Party A (Authorized Signature):	/s/ Lu Chun
	Lu Chun
Party B (Stamp):	TEC Technology Limited
Legal Representative (Signature):	/s/ Wong Hua Peng Philip
	Wong Hua Peng Philip

EX-10.4

Exhibit 10.4

LETTER AGREEMENT

May 4, 2010

To:     The Undersigned Transferees

Gentlemen:

          Re:      Share Allocation and Transfer

          As you know, Highland Ridge, Inc. (the “Company”), TEC Technology Limited (“TEC Technology”), and Wong Hua Peng Phillip (“Wong”) are parties to a certain share exchange agreement, dated of even date herewith (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of TEC Technology and its operating subsidiaries from Wong, in exchange for the issuance to Wong of 19,194,421 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), constituting 63.60% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. Subject to the terms and conditions of this Agreement, and upon the consummation of the transactions contemplated by the Share Exchange Agreement, Wong desires to transfer and assign to each of the persons listed on Schedule 1 hereof (the “Transferees”), an aggregate of 1,397,049 shares of Common Stock from the shares issuable to Wong in connection with the consummation of the transactions contemplated by the Share Exchange Agreement, as consideration for services provided by them to the Company and/or its subsidiaries in connection with the consummation of the Share Exchange Agreement. Any capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Share Exchange Agreement.

          NOW, THEREFORE, for and in consideration of the covenants set forth herein and the mutual benefits to be gained by the parties signatory hereto, and other good and valuable consideration, the receipt and adequacy of which are now and forever acknowledged and confessed, the parties hereto hereby agree and intend to be legally bound as follows:

          1.      Share Allocation and Transfer.

                    (a)      Transfer Shares. Subject to the terms and conditions of this letter agreement (this “Agreement”), and only upon the consummation of the transactions contemplated by the Share Exchange Agreement, Wong hereby transfers and assigns to each Transferee, and each Transferee accepts and assumes, all of Wong’s right, title and interest in and to the number of shares of the Common Stock set forth opposite such Transferee’s name in Schedule 1 attached hereto (the “Transfer Shares”), which are issuable to the Transferor in connection with the consummation of the transactions contemplated by the Share Exchange Agreement, in consideration for the services performed by each Transferee. The Shares shall be issued to the Transferees rather than to Wong and the number of shares issuable to Wong in connection with the Share Exchange Agreement shall be appropriately reduced.

                    (b)      Representations and Warranties of the Transferees. In connection with the transfer of the Shares to the Transferees pursuant to Section 1 above, each of the Transferees hereby represents and warrants to Wong and the Company as follows:

                                   (i) Transferee acknowledges that the Company has made no representation to Transferee regarding the Company, its business or prospects.

                                   (ii) Transferee is accepting the Transfer Shares for investment for Transferee’s own account only, not as a nominee or agent, and not with a view to, or for resale in connection with, any “distribution” of the Transfer Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). By executing this Agreement, Transferee represents that Transferee does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Transfer Shares.

                                   (iii) Transferee has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Transfer Shares.

                                   (iv) The Transferee understands that the Transfer Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Transferee’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the Transfer Shares in accordance with the Company’s charter documents or the laws of its jurisdiction of incorporation.

                                   (v) The Transferee understands that the Transfer Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Transferee pursuant hereto, the Transfer Shares would be acquired in a transaction not involving a public offering. The allocation and delivery of the Transfer Shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the transfer of the Transfer Shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering. The Transferee further acknowledges that if the Transfer Shares are issued to the Transferee in accordance with the provisions of this Agreement, such Transfer Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. The Transferee represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

                                   (vi) Transferee is an “accredited investor” within the meaning of Rule 501 under the Securities Act and Transferee was not organized for the specific purpose of acquiring the Transfer Shares.

                                   (vii) Transferee is not accepting the Transfer Shares as a result of any advertisement, article, notice or other communication regarding the Transfer Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

                                   (viii) Transferee acknowledges that the certificate evidencing the Transfer Shares will bear a restrictive legend referring to the transfer limitations applicable under the Securities Act and applicable state securities laws.

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                    (c)      Indemnification. Each Transferee agrees to indemnify and hold harmless the Company from and against all liability, damage, losses, costs and expenses (including reasonable attorneys’ fees and court costs) which they may incur by reason of any breach of the representations and warranties made by such Transferee herein, or in any document provided by such Transferee to the Company.

                    (d)      General Release of All Claims. In consideration of the delivery of the Transfer Shares described in Section 2(b) above, each of the Transferees, for itself and its heirs, successors, and assigns, hereby voluntarily acquits, releases and forever discharges the Company, TEC Technology Limited, and their respective agents, its present and former officers, directors, (trade) partners, employees, consultants, affiliates, parents, subsidiaries, related entities, predecessors, heirs, successors, and assigns (collectively, the “Covered Persons”) of and from any and all claims, demands, actions, causes of action, suits, contracts, covenants, promises, damages, judgments, liabilities, debts, costs and expenses whatsoever (collectively, the “Claims”), both at law or in equity, whether known or unknown, which such Transferee has, has had or may hereafter have against the Covered Persons, on account of any matter, cause, transaction, event, occurrence, agreement or thing of any kind occurring at any time from the beginning of the world up to the date of, or contemporaneously with, this Agreement (including any Claims for issuance of equity securities in the Company in connection with the transactions contemplated by the Share Exchange Agreement) and including any claims for failure to pay for services rendered to a Covered Person.

          2.      Amendments/Waiver. This Agreement may not be changed orally or modified, amended or supplemented without an express written agreement executed by the Company, Wong and the Transferees. No waiver of any of the provisions or conditions hereof or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed by the party claimed to have given or consented thereto. This Agreement is intended to be for the sole benefit of the parties hereto and their respective successors, heirs and permitted assigns, and none of the provisions herein are intended to be, nor shall they be construed to be, for the benefit of any third person. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors, heirs and permitted assigns, and the rights and obligations of the parties hereunder may not be assigned without the written consent of all parties hereto.

          3.      Notices. All notices, communications and instructions required or desired to be given under this Agreement must be in writing and shall be deemed to be duly given if sent by registered or certified mail, return receipt requested, or overnight courier to the address provided for each party in the signature page hereto (or to such other address and to the attention of such other person as any of the above may have furnished to the other parties in writing and delivered in accordance with the provisions set forth above), with a copy to: Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, NW, Washington, DC 20037-1122; Attn.: Louis A. Bevilacqua, Esq., Tel. (202) 663-8358, Fax. (202) 663-8007, Email: louis.bevilacqua@pillsburylaw.com.

          4.      Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of New York without regard to principles of conflict of laws, except to the extent that federal law may apply. Any dispute shall be subject to the jurisdiction of the courts of New York, New York and the parties agree to subject themselves to the jurisdiction of the courts in New York County, New York.

          5.      Complete Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. It is understood that this Agreement may be prepared and executed in both the English and Chinese languages, with both versions having legal efficacy. If a dispute arises as to the interpretation of a particular provision of this Agreement because of differences between the Chinese and English languages, the English version shall prevail.

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

          7.      Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors and assigns.

[Remainder of Page Left Blank Intentionally]

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          If this Side Letter correctly states your understanding of our agreement, please indicate your consent and approval by executing in the blank provided for your signature below.

Very truly yours,

________________________________
Wong Hua Peng Phillip

Address for Notice:

c/o Anhui TEC Tower Co., Ltd.
Xinqiao Industrial Park
Jingde County, Anhui Province, 242600
People’s Republic of China

Agreed to and accepted this ___ day of _____________, 2010:

HIGHLAND RIDGE, INC.

By: ___________________________________
Name: Chun Lu
Title: Chief Executive Officer

Address for Notice:

c/o Anhui TEC Tower Co., Ltd.
Xinqiao Industrial Park
Jingde County, Anhui Province, 242600
People’s Republic of China
Attention: Chief Executive Officer

[TRANSFEREE SIGNATURE PAGES FOLLOW]

[Signature Page to Side Letter]

[SIGNATURE PAGE FOR TRANSFEREES]

If an Individual:

_______________________________________
(Print Name Above)

_______________________________________
(Sign Name Above)

If an Entity:

_______________________________________
(Print Name Above)

By: ____________________________________
Name:
Title:

Address for Notice: See Schedule 1

[Signature Page to Side Letter]

SCHEDULE 1

Transferee Name	Address for Notice/ Delivery	Identification Number	Transfer Shares	Percentage of Outstanding Shares
JUAN CHENG	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	342530197009230046	211,584	0.70%
XIAOZHONG JIANG	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	330123197412264810	200,000	0.66%
YIPING ZHU	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	330123198002104827	50,000	0.17%
DEBIN CHEN	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	320831197103123818	20,000	0.07%
LIANG HUANG	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	321183198509042210	100,000	0.33%
LIPING YANG	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	341182196707081243	76,000	0.25%
XIAOQIONG PENG	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	632128700627004	73,314	0.24%
YINSHU NIE	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	132222196410220037	61,095	0.20%

Transferee Name	Address for Notice/ Delivery	Identification Number	Transfer Shares	Percentage of Outstanding Shares
JINSONG WANG	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	330123196608225712	210,948	0.70%
JIANMIMG WANG	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	511027197607259151	61,125	0.20%
RUNDONG PAN	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	330123197310311815	71,858	0.24%
XIAOLE YAN	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	33052319641127052X	61,125	0.20%
CHUNHONG LV	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	220602196901050923	100,000	0.33%
KAI SUN	Room 4002, RongChao Landmark 4028 Jintian Rd, Futian District Shenzhen, People’s Republic of China	447886149	100,000	0.33%
Total			1,397,049	4.63%

EX-10.5

Exhibit 10.5

Contract No.: 2009 He Guang Ying Tai Ke Liu Huo              

Loan Contract

     China Everbright Bank

Table of Contents

Chapter 1	General Provision
Chapter 2	Use of Loan
Chapter 3	Currency, Amount, Term and Transfer of Loan
Chapter 4	Loan rate and Calculation of Interest
Chapter 5	Issue and Use of Loan
Chapter 6	Repayment
Chapter 7	Guarantee
Chapter 8	Bearing and Compensation of Expenses
Chapter 9	Statement, Guarantee and Commitments of the Borrower
Chapter 10	Events of Default
Chapter 11	Miscellaneous
Chapter 12	Settlement of Disputes
Chapter 13	Validation, Modification and Termination of the Contract
Chapter 14	Appendixes
Chapter 15	Supplementary Articles

Loan Contract

The Borrower: Anhui TEC Tower Co., Ltd

Add.: XinQiao Industrial Park, Jingyang Town, Jingde County, Anhui Province

Post Code: 242600

Legal Representative: Lu Chun

The Authorized Agent: Li Jun

Responsible Person:

Phone: 0563-8023488

Fax: 0563-8023488

Opening Bank:

Account No.:

The Lending Bank: China Everbright Bank Hefei Branch Banking Department

Add.: No. 200, Changjiang Rd. West, Hefei

Post Code:

Legal Representative / Responsible Person: Li Tangzheng

The Authorized Agent:

Responsible Person:

Phone:

Fax:

Chapter 1 General Provisions

For requirements of business operation, the Borrower applies to the Lending Bank for a loan. After examination and inspection, the Lending Bank hereby agrees to issue a loan to the Borrower according to terms and conditions in this Contract as below.

For clarification of rights and obligations of both parties, the following terms and conditions are reached by and between both parties through consultation according to relevant national laws and regulations and the principal of equality and free will, for both parties to abide by.

Chapter 2 Use of Loan

Article 1 The following agreements are reached through consultation between both parties:

1.	The Borrower can only use the loan under this Contract as working capital.
2.	The Borrower is not allowed the intended use of the loan specified herein without approval of the Lending Bank.

Chapter 3 Currency, Amount, Term and Transfer of Loan

Article 2 The currency and amount of the loan hereunder: say RMB thirty million only (in word).

Article 3 The term of loan under this Contract shall be valid from November 25, 2009 to November 25, 2010.

Article 4 On the basis that preconditions under Article 11 hereinbelow are satisfied, the Lending Bank shall transfer the loan amount into the account opened by the Borrower in the bank by No. method below:

1.	Transfer at one time: The Lending Bank will transfer the total amount of loan into the account opened by the Borrower in the bank on November 25, 2009.
2.	Transfer at different times: The amount and date of transfers are detailed below:

First transfer:

(1) Amount of transfer: (In word) ; ___________________________;

(2) Date of transfer: _____Y _____M _____D.

Second transfer:

(1) Amount of transfer: (In word) ; ___________________________;

(2) Date of transfer: _____Y _____M _____D.

Third transfer:

(1) Amount of transfer: (In word) ; ___________________________;

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(2) Date of transfer: _____Y _____M _____D. 

3. Phased transfer without fixed dates

The Lending Bank will transfer from time to time according to actual requirements, with the times, amount and term to be specified in the loan note / certificate.

Other agreements:  __________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

The loan hereunder shall be deemed as having been issued after the loan principal is transferred out of the Lending Bank, and calculation of interest will be started as of the date of transfer.

Chapter 4 Loan Rate and Calculation of Interest

Article 5 The Borrower shall pay interest on the loan hereunder provided by the Lending Bank as specified in this Contract. The annual interest rate hereunder is a fixed (fixed / floating) rate.

If a fixed rate is applied, the annual loan rate shall be 5.31 %.

If a floating rate is applied, the adjustment cycle of interest rate shall be ____ (monthly / quarterly / semiannually / annually / to be adjusted with adjustment in the benchmark interest rate released by the People’s Bank of China / to be adjusted after a year expires / others), at the ________ day of a month or the __ day of the last month of a quarter / half-year / a year; No. ___________ method below for determination of interest rate shall apply:

A: The benchmark interest rate released by the People’s Bank of China: _________%

B: To (raise/reduce) _________% in proportion to the loan amount according to the benchmark interest rate released by the People’s Bank of China _________% (fill in the coterminous benchmark rate); the actual annual rate executed is _________%

C: To (raise/ reduce)_________ % based on the loan amount according to the benchmark interest rate released by the People’s Bank of China _________% (fill in the coterminous benchmark rate); the actual annual rate executed is _________%

Other agreements:  __________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

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Article 6 Both parties hereby agree that, if the People’s Bank of China adjust the benchmark interest rate or the method for calculation of interest and the adjustment is applicable to the loan under this Contract, the Lending Bank shall, during the valid term of this Contract, have the right to determine the new loan rate according to the benchmark rate and the calculation method after adjustment and the proportion / numerical value of increase/decrease specified hereinabove without prior approval of the Borrower, and to calculate and collect interest according to the benchmark rate and the calculation method after adjustment as of the date publicized by the People’s Bank of China.

Article 7 Interest on the loan hereunder will be settled on a quarterly (quarterly/monthly) basis, with the expiry date for interest at the 20^th day of each month.

Article 8 Interest on the loan hereunder will be calculated based on a base number of 365 days a year and according to the actual amount of loan transferred from account of the Lending Bank and the days of use as of the date when the loan is transferred from the Lending Bank.

Article 9 If the Borrower fails to repay the loan principal as agreed in the Contract, the Lending Bank shall have the right to calculate and collect interest on the principal based on the default interest rate for delay from the date when delay in payment is determined to the date when the principal and interest are repaid in full by the Borrower. The default interest rate for delay shall be 50% (30%-50%) higher than the loan rate specified in Article 5 hereinabove.

If the Borrower fails to use the loan for the purpose agreed herein, the Lending Bank shall have the right to calculate and collect interest on the principal based on the default interest rate for misuse from the date when the Borrower uses the loan for other purpose (s) to the date when the principal and interest are repaid in full by the Borrower. The default interest rate for misuse shall be 50% (50%-100%) higher than the loan rate specified in Article 5 hereinabove.

Article 10 If the Borrower fails to pay interest on the loan as scheduled, the Lending Bank shall have the right to calculate and collect compound interest based on the default interest rate.

Chapter 5 Issue and Use of Loan

Article 11 The Lending Bank is not liable to provide the loan hereunder to the Borrower before the following preconditions are satisfied:

1. The Borrower has provided all documents required by the Lending Bank, and the documents remain valid and are not modified in information and conditions specified therein, or the Borrower has given satisfactory explanation or description on the modifications or changes to the Lending Bank;

2. The Borrower has filled in all notes / certificates related to withdrawal of the loan. The loan notes and certificates are integral parts of the Contract equal in legal effect. In case of discrepancies between the amount, term and interest rate of loan hereunder and that specified in the notes and certificates, the notes and certificates shall apply;

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3. The Borrower shall handle all government permits, approval, registration and other legal formalities and procedures related to the loan according to relevant laws and regulations, and go through notarial formalities related to the Contract if required by the Lending Bank;

4. In case of guarantee on the loan hereunder, the Borrower shall make ready the guarantee contract and handle notarial, registration and / or insurance and other legal procedures and formalities related to the mortgage according to requirements of the Lending Bank, and the guarantee and insurance shall remain valid;

5. The Borrower is not involved in events of default specified herein;

The Lending Bank will arrange for transfer of the loan to the account opened by the Borrower in the Lending Bank as stipulated in Article 4 hereinabove after the above-listed preconditions are satisfied.

First repayment:

(1) Amount of repayment: (In word) ; ___________________________;

(2) Date of repayment:       Y       M       D.

Second repayment:

(1) Amount of repayment: (In word) ; ___________________________;

(2) Date of repayment:       Y       M       D.

Third repayment:

(1) Amount of repayment: (In word) ; ___________________________;

(2) Date of repayment:       Y       M       D.

Other agreements:  __________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

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In case the date of repayment is not a working day of the Lending Bank, repayment shall be made on the next working day, and the non-working day of the Lending Bank will be included in the actual days of loan use. The Borrower shall pay the loan principal and accrued interest in full at the last time of repayment of the loan principal, but not limited to the expiry date for interest as specified in Article 7 hereinabove.

Article 13 The Borrower shall repay the loan under this Contract in full as scheduled at the expiry date of the term of loan. If the Borrower fails to repay the loan principal and interest timely, the Lending Bank shall have the right to withdraw or deduct expenses receivable, loan interest, compound interest and the loan principal from any accounts opened by the Borrower in the Lending Bank or branches of the bank.

Article 14 If an amount paid by the Borrower on a date of repayment of loan principal and interest is not enough to clear accounts payable due in the period, this amount will used for clearing of expenses payable on the Borrower firstly, then for payment of loan interest and compound interest, and finally for repayment of the loan principal.

Article 15 If planning to repay the loan ahead of schedule, the Borrower shall submit a written application to the Lending Bank 30 (thirty) working days in advance and obtain written approval of the Lending Bank.

No. [ ] standard for calculation of interest shall apply in case of prepayment of loan:

1. Calculation based on the interest rate specified in this Contract as of the date of prepayment.

2. Others: ______________________

Article 16 If the Borrower is not able to repay the loan hereunder as scheduled and extension of the term is required, the Borrower shall submit a written application for extension to the Lending Bank [ ] working days of the bank before expiry of the loan term. After examination and approval of the Lending Bank, both parties shall additionally sign a Contract for Extension of Loan Term as a supplementary contract to this Contract.

Chapter 7 Guarantee

Article 17 No. mode of guarantee below shall apply herein:

1. China Rising Investment & Guaranty Co., Ltd, Lu Chun and his spouse shall provide guarantee with joint liability (the Guarantor); number of the guarantee contract Tai Ke Bao 2009.

2. ______________________________(the mortgager) shall provide _________________________(mortgage) for guarantee; number of the mortgage contract ______________________.

3. ______________________________(the pledger) shall provide _________________________(pledge / right of pledge) for guarantee; number of the pledge contract ___________________________________.

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Article 18 The Lending Bank and the Guarantor shall sign relevant guarantee contracts on various matters and handle notarial and / or insurance and registration formalities or procedures for the contracts.

Article 19 In case of extension of the loan contract, the Borrower and the Guarantor shall continue to bear responsibilities for guarantee during the extended period. The guarantee contracts shall remain valid during the extended term of loan.

Chapter 8 Bearing and Compensation of Expenses

Article 20 The Borrower shall bear all expenses related to the Contract and relevant guarantee contracts that are paid by the Lending Bank in advance, including but not limited to expenses on legal proceedings, accounting services, audit, insurance, notarization, appraisal, evaluation and registration. Upon request of the Lending Bank, the Borrower shall repay the expenses to the Lending Bank.

Article 21 As required by the Lending Bank, the Borrower shall pay and compensate for all expenses and costs paid by the Lending Bank in advance for exercise of the rights under this Contract in full immediately, including but not limited to expenses on legal proceedings, business travel and realization of creditor’s rights.

Chapter 9 Statement, Guarantee and Commitments of the Borrower

Article 22 The Borrower is a legal entity / other organization established according to laws of the People’s Republic of China and legally exists with independent capacity for civil conducts and the full rights and authorization to use all its assets to bear civil responsibilities and develop business activities.

Article 23 The Borrower has full rights and authorization for signing of the Contract and transactions hereunder, has taken or obtained all necessary corporate actions, other actions and approval for signing and performance of the Contract. This Contract is signed by the legal representative or the authorized agent of the Borrower and stamped with the official seal of the Borrower.

Article 24 The Borrower has obtained approval of competent government departments and permission of the third party necessary for signing of the Contract. Signing and performance of the Contract is in compliance with incorporation/approval documents (if applicable) of the Borrower and all other contracts or agreements in which the Borrower is a party.

Article 25 All documents, materials and vouchers provided by the Borrower to the Lending Bank for signing of the Contract and transactions hereunder are authentic, complete, accurate and effective, and the financial statements submitted by the Borrower have faithfully reflected the financial position of the Borrower at the time of issue.

Article 26 This Contract is valid and effective with legal binding of the Borrower.

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Article 27 The Borrower shall, as required by the Lending Bank, open in the bank an account, which will used for settlement and operation of funds under this Contract.

Article 28 The Borrower has finished or will finish all necessary registration, recording or notarial formalities or procedures to ensure validity, effectiveness or enforceability of the Contract.

Article 29 The Borrower is not involved in any legal, arbitral or administrative proceedings or procedures that may cause substantial and adverse impacts on its ability to perform obligations hereunder.

Article 30 Statement, guarantee and commitments of the Borrower shall remain valid and correct before the loan principal and interest hereunder are liquidated. The Borrower agrees to provide relevant documents from time to time as required by the Lending Bank.

Article 31 The Borrower is not involved in any events of default.

Article 32 The Borrower has read through, fully understood and accepts all terms and conditions herein. This Contract is signed by and between both parties in the principle of free will, and all intentions expressed herein are genuine.

Article 33 The Borrower shall provide materials and documents faithfully (except for those prohibited by laws) and actively coordinate with the Lending Bank in investigation and supervision as required by the bank.

Article 34 The Borrower shall consciously accept and actively coordinate with the Lending Bank in investigation, survey and supervision over its production, business operation and financial activities, and is liable to provide the latest balance sheet, income statement, other financial statements or other documents on credit status of the Borrower to the Lending Bank on a monthly basis.

Article 35 In case of changes in the name, legal representative, legal address and other information of the Borrower during the valid term of the Contract, the Borrower shall notify the Lending Bank in writing 30 (thirty) working days of the bank in advance.

Article 36 In case of contracting, leasing, shareholding reform, joint operation, merger, acquisition, joint venture, separation, transfer of assets, application for suspension and rectification, application for dissolution, application for bankruptcy and other events or actions that may cause changes in the debtor-creditor relationship herein or affect the capacity of the Lending Bank to exercise rights and benefits herein before all liabilities or debts under this Contract are paid off or liquidated, the Borrower shall notify the Lending Bank in writing 30 (thirty) working days of the bank in advance for obtaining written approval, and fulfill the responsibility for liquidation or prepayment. The Borrower is not allowed to take the above-mentioned actions without written approval of the Lending Bank.

Article 37 The Borrower hereby guarantees that, without written approval of the Lending Bank, it will not bear any liabilities for any other enterprise legal persons, organizations or individuals, or provide guarantee for any other parties or use its own assets and rights/benefits for mortgage or pledge that may affect the ability of the Borrower to repay the loan hereunder during the valid term of the Contract.

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Article 38 In case of any other events not covered hereinabove that may affect its normal business operation or cause serious and adverse impacts on its ability to fulfill repayment obligations hereunder, the Borrower shall notify the Lending Bank in writing immediately.

Chapter 10 Events of Default

Article 39 Any one of the following events or circumstance shall be deemed as events of default hereunder:

1.	The Borrower fails to pay interest or repay the loan principal as stipulated in the Contract;
2.	The Borrower fails to use the loan as specified in the Contract;
3.	The Borrower provides false balance sheets, income statements or other financial statements, hide important facts, or refuses to accept check and supervision of the Lending Bank on its use of the loan, production, business operation and financial activities;
4.	Statement, guarantee and commitments made by the Borrower or the Guarantor, or Statement, guarantee and commitments made by the Guarantor in relevant guarantee contracts are untrue, false or misleading;
5.	The Borrower or the Guarantor violates to or breaches other contracts in which they are involved in;
6.	Serious deterioration or degradation in business operation or financial position of the Borrower or the Guarantor;
7.	Depreciation, damages or losses in the mortgage, pledge / right of pledge related to the loan hereunder;
8.	The Borrower or the Guarantor fails to make satisfactory arrangements for repayment or plans for debt restructuring for the Lending Bank when the Borrower or the Guarantor is merged, separated or performs shareholding reform;
9.	Bankruptcy, dissolution, termination, cancellation, suspension or revocation of the Borrower or the Guarantor;
10.	The Borrower fails to notify the following circumstances or information to the Lending Bank timely:
	(1)	Major modification in the articles of association and substantial changes in operating activities;
	(2)	Major changes or modification in accounting principles;
	(3)	Major changes in financial position, economic conditions and other aspects of the Borrower, subsidiaries or the parent company of the Borrower;

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(4) The Borrower is involved in any legal, arbitral or administrative proceedings or procedures that may affect financial position of the Borrower or cause seriously adverse impacts on its ability to fulfill obligations hereunder.

11.	The Borrower fails to take remedy measures to the satisfaction of the Lending Bank for breaches to any other terms and conditions herein;
12.	Any other events or circumstance that may cause substantially adverse effects on the capacity of the Lending Bank for exercise of rights hereunder.

Article 40 The Lending Bank will make judgment and notify the Borrower on occurrence of events of default. In case of events of default hereinabove, the Lending Bank shall have the right to take any one or more of the following measures:

1.	To stop or suspend transfer of the loan hereunder;
2.	To declare expiry of loans issued and require the Borrower to repay the loan principal, interest or other accounts payable provided by the bank immediately;
3.	To require the Borrower to add or replace the Guarantor, mortgage, pledge / right of pledge;
4.	To deduct accounts payable but not paid hereunder directly from the account (s) opened by the Borrower in the Lending Bank or any other branches of the bank;
5.	To declare to exercise or realize rights under any guarantee contracts related to the loan;
6.	To take other measures deemed by the Lending Bank as appropriate.

Chapter 11 Miscellaneous

Article 41 During the valid term of the Contract, the Lending Bank has the right to check and supervise over the use of the loan, and the Borrower shall provide explanatory statements and documents as required by the Lending Bank.

Article 42 Both parties shall keep confidentiality of information on liabilities, financial position, production and business operation disclosed to the other party for signing and performance of the Contract, with those information into which the Lending Bank is legally entitled to inquire as an exception.

Article 43 Without prior approval of the Lending Banking, the Borrower is not allowed to transfer or dispose by any other means any part of all of obligations hereunder.

Article 44 The Lending Bank has the right to transfer creditor’s rights hereunder to any third party without prior approval of the Borrower, and is only required to send a written notice to the Borrower at the time of transfer.

Article 45 The Borrower shall pay all accounts payable under this Contract in full, and is not allowed to make offset, deduction or withholding of any natures or charge against any liabilities owed by the Lending Bank to the Borrower. If deduction or withholding of any accounts payable to the Lending Bank is required by any laws or regulations, the Borrower shall pay an additional amount to the Lending Bank to ensure the bank to receive an amount equal to the accounts receivable before the deduction or withholding.

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Article 46 Any grace, preference or moratorium provided by the Lending Bank for the Borrower shall not affect, damage or limit any rights enjoyed by the bank according to the Contract, laws and regulations applicable, or regarded as waiver of any rights and benefits under this Contract, or affect any responsibilities or obligations of the Borrower hereunder.

Article 47 In case any terms and conditions herein are or become illegal, invalid or unavailable for execution in any aspects at any time, the validity, effectiveness or enforceability of other provisions or articles shall not be affected or damaged.

Article 48 Any modifications or supplementations to this Contract shall be made in written form and be signed by both parties for validity.

Article 49 Subtitles herein are added only for convenience of reading, and shall not be used for explanation of this Contract or for any other purposes.

Article 50 Notices or requirements related to this Contract shall be made in written form and sent to the address or fax number listed in the first page herein. In case of changes in the address or fax number of either party, the other party shall be informed on a timely basis.

Article 51 Documents transferred between both parties shall be deemed to be received on the date of delivery in case sent by a special person, or deemed to be received on the third day after the registered mail is forwarded in case sent by registered mail, or be received at the time of faxing in case sent by facsimile.

Chapter 12 Settlement of Disputes

Article 52 In case of disputes during performance of the Agreement, both parties shall seek for settlement through consultation, or apply to the court in the location of the Lending Bank in case consultation fails.

Chapter 13 Validation, Modification and Termination of the Contract

Article 53 This Contract shall become valid and effective after being signed or sealed by legal representatives or authorized agents and stamped with the official seals of both parties.

Article 54 Neither party is allowed to modify or terminate the Contract in advance without approval of the other party after the Contract is put into effective. In case of modification or termination of the Contract, both parties shall reach and sign on a written agreement through consultation. This Contract shall remain valid before the written contract is signed.

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Chapter 14 Appendixes

Article 55 In case of any matters not covered herein, both parties can sign on an additional written agreement as an appendix to this Contract.

Chapter 15 Supplementary Articles

Article 56 This Contract is made in four duplicates equal in legal effect, one for the Borrower and one for the Lending Bank, copy (copies) for .

Article 57 This Contract is signed in Hefei on November 23, 2009.

Article 58 Both parties agree to apply for notarization of this Contract for enforcement or compulsory execution. In case the Borrower refuses or fails to perform any part of liabilities hereunder or the capacity of the Lending Bank to exercise creditor’s rights herein is affected as specified in the Contract or regulated by laws, the Lending Bank shall have the right to apply directly to the people’s court with jurisdiction for enforcement, and the Borrower shall raise no objections to the application for enforcement raised by the bank according to this Contract. (This is an optional article that both parties determine hereunder as [ 2 ]. 1. Applicable; 2. Not applicable.)

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Contract No.: 2009 Tai Ke Ge Ren Bao

Maximum Guarantee Contract

(Natural Person as the Guarantor)

China Everbright Bank

Table of Contents

Chapter 1	General Provisions
Chapter 2	Definitions
Chapter 3	Principal Creditor's Rights Guaranteed
Chapter 4	Mode of Guarantee
Chapter 5	Scope of Guarantee
Chapter 6	Term of Guarantee
Chapter 7	Documents to Be Provided by the Guarantor
Chapter 8	Declaration and Guarantee of the Guarantor
Chapter 9	Commitments of the Guarantor
Chapter 10	Nature and Validity of Guarantee
Chapter 11	Events of Default
Chapter 12	Miscellaneous
Chapter 13	Law applicable and Settlement of Disputes
Chapter 14	Validation, Modification and Termination of the Contract
Chapter 15	Appendixes
Chapter 16	Supplementary Articles

Maximum Guarantee Contract

(Natural Person as the Guarantor)

The Guarantor: Lu Chun/Zhu Yiping
ID No.: 330123197403015038/330123198002104827
Add: Room 2004, No. 34 Guihua Rd., Fuchun Str., Fuyang City, Zhejiang Province/No.102, Dawukeng Rd., Xinmin Village, Fuchun Str., Fuyang City, Zhejiang Province
Current Place of Residence:
Post Code:
Phone: 0563-8601888 / 0563-8601888
Fax: 0563-8023488 / 0563-8023488
Entrusted Agent:
(The letter of authorization signed by the Guarantor must be provided.)
ID No.:
Add:
Current Place of Residence:
Post Code:
Phone:
Fax:

The Accrediting Party: China Everbright Bank Hefei Branch Banking Department
Add: No. 200, Changjiang Rd. West, Hefei
Post Code:
Legal Representative / Responsible Person: Li Tangzheng
Entrusted agent:
Responsible Person:
Phone:
Fax:

Chapter 2 Definitions

Article 1 Unless otherwise specified in the context or required herein to be explained elsewhere, terms in this Contract shall have the following meanings:

Main contracts: Refer to the Agreement and other contracts or agreements on specific credit business signed by and between the Accrediting Party and the Fiduciary according to the Agreement.

Specific credit business contracts or agreements: Refer to the contracts or agreements on specific credit business signed between the Accrediting Party and the Fiduciary when the Accrediting Party issues consolidated and unconsolidated credits to the Fiduciary according to the Agreement, including domestic and foreign currency loan, trade financing, discounting, letter of credit, letter of guarantee, factoring and guarantee (generally called “specific credit business”).

Chapter 3 Principal Creditor's Rights Guaranteed

Article 2 The principal creditor’s rights guaranteed by the Guarantor refers to the creditor's rights under all specific credit business contracts or agreements signed by and between the Accrediting Party and the Fiduciary according to the Agreement. The maximum principal balance of the principal creditor’s rights guaranteed is RMB thirty million only.

The principal creditor’s rights shall be determined in case of any one of the following circumstances:

(1)	The term of creditor’s rights agreed in the main contracts expires;
(2)	No creditor’s rights will happen;
(3)	The main contracts are terminated by the Accrediting Party and the Fiduciary or this Contract is terminated by the Accrediting Party and the Guarantor;
(4)	The Fiduciary is declared of bankruptcy, cancelled, suspended, written off or dissolved;
(5)	Other circumstance specified in laws and regulations applicable.

Chapter 4 Mode of Guarantee

Article 3 The guarantee provided by the Guarantor under this Contract is a kind of guarantee with joint liability.

Chapter 5 Scope of Guarantee

Article 4 The guarantee under this Contract covers: Debt principal, interest (including legal interest, contract interest and default interest), compound interest, commission charge, penalty, damages, expenses on realization of creditor’s rights (including but not limited to legal costs, notarial fees and execution fees) and all other expenses under the main contracts to be repaid or paid by the Fiduciary to the Accrediting Party (generally called “liabilities guaranteed”).

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Article 5 Evidences or proofs used by the Accrediting Party for declaration of any liabilities guaranteed or any accounts payable under this Contract shall be the final evidence for the debtor-creditor relationship between both parities and binding on the guarantor, unless there are obvious errors therein.

Chapter 6 Term of Guarantee

Article 6 The term of guarantee on each specific credit business under the Agreement should be calculated separately, which shall be valid 2 (two) years after the expiry date of the term for performance of liabilities by the Fiduciary as agreed in a specific credit business contract or agreement (or the date of early or unexpected expiry if the specific credit business contract or agreement is expired in advance as regulated by laws or for occurrence of events agreed or specified therein).

Chapter 7 Documents to Be Provided by the Guarantor

Article 7 The Guarantor shall ensure the Accrediting Party to receive the following documents offered by the Guarantor before the Fiduciary uses the specific credit business provided by the Accrediting Party under the main contracts for the first time:

1.	The original copy of this Contract effectively signed by the Guarantor or the authorized agent;
2.	ID documents of the Guarantor;
3.	Assets certificates or other materials for proving credit status of the Guarantor;
4.	Other documents to be provided by the Guarantor as reasonably required by the Accrediting Party.

Copies of the above-listed documents provided must be signed by the Guarantor or the authorized agent to prove they are authentic, complete and valid.

Chapter 8 Declaration and Guarantee of the Guarantor

Article 8 The Guarantor hereby makes the following declarations and guarantee to the Accrediting Party:

1.	The Guarantor is a natural person with full capacity for civil conducts, the full competence and rights to sign and perform the Contract and the ability to bear civil responsibilities independently.
2.	The Guarantor has read through, fully understands and accepts terms and conditions in the main contracts and this Contract, has signed and agreed to perform the Contract based on its own willingness. All expressions made by the Guarantor under the Contract are true and faithful.

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3.	All documents provided by the Guarantor to the Accrediting Party are accurate, authentic, complete and effective, and all copies provided are in compliance with the original ones.
4.	Signing and performance this Contract shall not violate any other contracts or agreements in which the Guarantor is involved or any laws and regulations applicable. Guarantee made by the Guarantor under this Contract shall not be subject to any limitations.
5.	The Guarantor has completed or will complete all necessary registration, recording or notarial procedures or formalities to ensure validity, effectiveness or availability for enforceability of this Contract.
6.	This Contract is valid and effective that imposes obligations with legal binding on the Guarantor.
7.	Currently, there is no any legal, arbitral or administrative procedure that is related to the Guarantor and may cause serious and adverse effects on financial status of the Guarantor or its ability to perform obligations under this Contract.
8.	The Guarantor has not caused or is not involved in any breaches to contracts.

Article 9 Declarations and guarantee hereinabove shall be true and accurate during the valid term of this Contract, and the Guarantor will provide additional documents from time to time as required by the Accrediting Party.

Chapter 9 Commitments of the Guarantor

Article 10 The Guarantor shall abide by the following stipulations before liabilities guaranteed are paid off or liquidated:

1. In case of any one of the following circumstances, the Guarantor shall notify the Accrediting Party immediately:

(1) Any breaches to contracts;

(2) Any legal, arbitral or administrative procedures related to the Guarantor or its major assets;

(3) Sharp decrease in income, loss of source of funds or other circumstances that causes or may cause the Guarantor to be unable to fulfill obligations herein;

(4) Changes in the residential place or contact information of the Guarantor.

2. Before liabilities guaranteed herein are paid off or liquidated, the Guarantor shall not sell, transfer, distribute or dispose its any major assets by any means during the valid term of this Contract, unless written permission of the Accrediting Party is obtained in advance.

3. Before liabilities guaranteed herein are paid off or liquidated, the Guarantor shall not claim compensation from or claim against any accounts paid to the Accrediting Party for the Fiduciary or its any other creditor’s rights on the Fiduciary during the valid term of this Contract, unless written permission of the Accrediting Party is obtained in advance.

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4. If the Fiduciary fails to pay any liabilities due guaranteed herein as scheduled, the Guarantor shall pay the liabilities or debts to the Accrediting Party for the Fiduciary in the manner required by the Accrediting Party unconditionally within 7 (seven) working days after receiving the written notice for payment from the Accrediting Party.

5. If the Guarantor fails to pay any accounts under this Contract timely as required by the Accrediting Party, the Accrediting Party has the right to transfer or draw directly from any accounts opened by the Guarantor in the Accrediting Party or any branches of the Accrediting Party without notice to or permission from the Guarantor.

6. As required by the Accrediting Party, the Guarantor shall pay or compensate for the following expenses and losses immediately:

(1) All costs and expenses on fulfillment of rights under this Contract (including but not limited to legal charges, execution fees and other actual expenditures); and

(2) Any other losses of the Accrediting Party caused by breaches to the Contract on the side of the Guarantor.

Chapter 10 Nature and Validity of Guarantee

Article 11 Guarantee hereunder shall be independent of any other guarantees on guaranteed liabilities obtained by the Accrediting Party. The Accrediting Party may not execute any other guarantees (whether real or personal guarantee) held by its own party or take any other remedy measures for the Fiduciary or any other third parties before execution of rights under this Contract.

Chapter 11 Events of Default

Article 12 Any one of the following events or matters will result in events of default under this Contract on the side of the Guarantor:

1.	Any events of default under the main contracts;
2.	Any declarations, guarantees or commitments made by the Guarantor herein are proved to be incorrect or untrue;
3.	Any parts of the main contracts become illegal or invalid, are terminated or limited for any reasons;
4.	Major legal, arbitral or administrative procedures against the Guarantor or related to key / important assets of the Guarantor;
5.	The Guarantor fails to fulfill other obligations under this Contract or is involved in other events that are believed by the Accrediting Party as possible to cause serious and adverse effects on the rights of the Accrediting Party hereunder.

Article 13 In case of any events of default hereinabove, the Accrediting Party shall have the right to take any one or more of the following measures according to actual conditions:

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1.	To take remedies for breach of contract enjoyed by the Accrediting Party under the main contracts or this Contract;
2.	To require the Guarantor to bear liabilities for guarantee as agreed herein;
3.	To exercise any other rights and benefits on guaranteed liabilities enjoyed by the Accrediting Party.

Chapter 12 Miscellaneous

Article 14 The Guarantor is not allowed to transfer or dispose any part or all of the obligations hereunder by any means without prior approval of the Accrediting Party.

Article 15 Any grace, preference or moratorium provided by the Accrediting Party for the Guarantor shall not affect, damage or limit any rights enjoyed by the Accrediting Party according to the Contract, laws and regulations applicable, or regarded as waiver of any rights and benefits under this Contract, or affect any responsibilities or obligations of the Guarantor hereunder.

Article 16 In case any terms and conditions herein are or become illegal, invalid or unavailable for execution at any time, the validity, effectiveness or enforceability of other provisions or articles shall not be affected or damaged.

Article 17 The Guarantor shall pay liabilities or debts guaranteed under this Contract in full, and shall not raise any claims for offset or attach any conditions or requirements.

Article 18 Notices or requirements related to this Contract shall be made in written form and sent to the address or fax number listed in the first page herein. In case of changes in the address or fax number of either party, the other party shall be informed on a timely basis.

Documents shall be deemed to be received on the date of delivery in case sent by a special person, or deemed to be received on the third day after the registered mail is forwarded in case sent by registered mail, or be received at the time of faxing in case sent by facsimile. For documents sent by the Guarantor to the Accrediting Party, however, it shall be deemed as delivered at the date when the Accrediting Party receives actually.

Chapter 13 Laws Applicable and Settlement of Disputes

Article 19 This Contract and all matters related to the Contract shall be subject to laws of the People’s Republic of China (excluding laws of Hong Kong, Macao and Taiwan region) and be explained according to the laws of the People’s Republic of China (excluding laws of Hong Kong, Macao and Taiwan region).

Article 20 In case of any disputes during performance of the Contract or related to this Contract, both parties shall seek for settlement through friendly consultation, or apply to the people’s court in the location of the Accrediting Party according to laws in case consultation fails.

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Chapter 14 Validation, Modification and Termination of the Contract

Article 21 This Contract shall become valid and effective after being signed by the Guarantor or the authorized agent of the Guarantor and signed or sealed by the legal representative / responsible person of the Accrediting Party or the authorized agent of the Accrediting Party.

Article 22 After validation of this Contract, neither party is allowed to modify or terminate this Contract in advance without approval of the other party. In case of modification or termination of the Contract, both parties shall reach a consensus through consultation and sign on a written agreement. Terms and conditions herein shall remain valid and effective before the written agreement is reached and signed by and between both parties.

Chapter 15 Appendixes

Article 23 In case of any matters not covered herein, the Guarantor and the Accrediting Party can reach special written agreements as appendixes to this Contract. The Appendixes are integral parts of this Contract, equal to terms and conditions herein in legal effect.

Article 24 Appendixes to this Contract include:

1.

2.

Chapter 16 Supplementary Articles

Article 25 This Contract is made in _______ duplicates equal in legal effect, ____________copy (copies) to the Guarantor and _____________copy (copies) to the Accrediting Party.

Article 26 This Contract is signed by and between the Guarantor and the Accrediting Party in Hefei on Nov. 23, 2009.

Article 27 Both parties agree to apply for notarization of this Contract for enforcement or compulsory execution. In case the Fiduciary or the Guarantor fails to perform any part of liabilities hereunder or other circumstances for realization of the creditor’s rights or guaranteed rights by the Accrediting Party as regulated by laws or agreed in this Contract, the Accrediting Party shall have the right to apply directly to the people’s court with jurisdiction for enforcement, and the Fiduciary and the Guarantor shall raise no objections to the application for enforcement raised by the Accrediting Party according to this Contract. (This is an optional article that both parties determine hereunder as [_______ ]. 1. Applicable; 2. Not applicable.)

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EX-10.6

Exhibit 10.6

Contract No.: Jie Zi [2010] No. 20                   

RMB Loan Contract

The Borrower (Party A):                                     Anhui TEC Tower Co., Ltd                                    

Add.: (Location): Xinqiao Industrial Park, Jingde County, Xuancheng City, Anhui Province

Legal Representative:                                          Lu Chun                                                                  

The Lending Party (Party B): Hui Shang Bank           Xuancheng                        Branch

Add.: (Location): No.1 Aofeng Road West, Xuancheng City, Anhui Province                              

 Responsible Person:                                           Ye Weiming                                                          

Table of Contents

Article 1	Loan Type
Article 2	Use of Loan
Article 3	Amount and Term of Loan
Article 4	Loan Rate and Interest Calculation
Article 5	Source and Method of Repayment
Article 6	Guarantee
Article 7	Rights and Obligations of Both Parties
Article 8	Liabilities for Breach of the Contract
Article 9	Validation, Modification and Termination of the Contract
Article 10	Settlement of Disputes
Article 11	Miscellaneous
Article 12	Supplementary Articles

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Party A hereby applies to Party B for a loan in RMB (RMB loan) for requirements as specified in clause 2.1 hereinbelow, and Party B agrees on the loan. For clarification of rights and obligations, this Contract is formulated and signed by and both parties through consultation on the basis of equality according to the Contract Law, Lending General Provisions and other relevant laws and regulations. Party A has read through the Contract and fully understood terms and conditions herein, especially meanings and legal consequences of the articles and provisions underscored.

Article 1 Loan Type

1.1 The loan hereunder is a short term (long term, medium term and short term) loan.

Article 2 Use of Loan

2.1 The loan hereunder can only be used as/for: working capital.

2.2 Party A is not allowed to change the use or purpose of the loan specified herein without written approval of Party B.

Article 3 Amount and Term of Loan

3.1 The amount of loan hereunder is (in word) say RMB twenty million only;

3.2 Both parties agree that Party A can apply to Party B for loans during Feb. 2, 2010 and Feb. 8, 2011 according to business requirements of its own party, withdraw the loans at one time or use the loans as scheduled below, but the time for use of a single loan can not exceed 12 (twelve) months.

Schedule for use of loans: (in word)

Amount Date of Loan Date of Repayment Other Agreement on Repayment
Between Both Parties

3.3 Party A shall fill in the loan note and apply to Party B for loans as agreed in clause 3.2 hereinbelow, and obtain written approval of Party B in case of changes in the term and date of loan for special reasons. The date specified in the loan notes signed by both parties shall be applied as the actual date of loan or repayment. The loan note is an integral part of the Contract. In case of discrepancies in items recorded or specified in the note and the Contract, the Contract shall apply, except for discrepancies in date, times and amount of loan.

Article 4 Loan Rate and Interest Calculation

4.1 Interest rate on the loan hereunder shall be based on the coterminous benchmark rate on RMB loan of the same level released by the People’s Republic of China at the time when the loan is issued, with a floating rate of 10% higher (higher/lower) than the benchmark rate (For short term loans, the interest rate shall be specified in the loan contract and remain unchanged during the valid term; for long term and medium term loans, the interest rate shall be adjusted as specified herein in case of changes in the coterminous benchmark rate on RMB loan of the same level released by the People’s Republic of China during the valid term of the contract). Interest shall be calculated as of the date when the loan is issued to Party A. Method for settlement of interest: No. 2 below shall apply:

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1 To be settled every _____________ day (days). The loan principal and interest shall be repaid in full at the expiry date of loan term;

2 To be settled on a quarterly (monthly/ quarterly/ yearly) basis, with the expiry date for interest at the 20^th day of the last month of a quarter (each month/ the last month of a quarter/ the last month of a year). The loan principal and interest shall be repaid in full at expiry date of loan term;

3 Loan principal and interest to be paid off at expiry date of loan term;

4 Repayment with equal amount of loan principal and interest: To repay the principal and interest RMB _____________on a monthly basis;

5 Repayment with equal principal but variable interest: To repay the loan principal RMB ____________ and interest on a monthly basis;

6 Other agreements:_______________________________________ 

Article 5 Source and Method of Repayment

5.1 The source of funds for repayment of the loan principal and interest hereunder includes but is not limited to:

5.1.1 Payments for goods received;

5.1.2 __________________________;

5.2 No agreements on the source of funds for repayment in any other contracts in which Party A is involved shall affect obligations or liabilities of Party A for repayment hereunder. Party A shall, at no time, refuse to fulfill obligations for repayment under this Contract by relying on clause 5.1 hereinabove;

5.3 Party A shall pay interest in full and repay the loan principal on a timely basis as agreed herein;

5.4 Party A hereby guarantees to transfer a certain amount of money into the account opened in Party B enough for repayment of the principal and interest payable in current period before the expiry date for interest or the expiry date for principal as agreed herein, and authorize Party B to actively withdraw and transfer from the account at the expiry date for interest or the expiry date for principal agreed.

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Article 6 Guarantee

6.1 The mode of guarantee on the loan hereunder is: mortgage with land;

6.2 Party A is liable to actively coordinate with Party B and procure the contract for guarantee on the Contract numbered Di Zi [2010] No. 20 to be signed by and between Party B and the Guarantor;

6.3 In case of any changes in the guarantee hereunder that may cause adverse impact on creditor’s rights herein, as informed or required by Party B, Party A shall provide additional guarantee to the satisfaction of Party B.

Article 7 Rights and Obligations of Both Parties

7.1 Rights and obligations of Party A:

7.1.1 To withdraw the loan within the term and use for the purpose as specified in the Contract or loan note;

7.1.2 Not to repay the loan ahead of schedule without written approval of Party B;

7.1.3 To be responsible for authenticity, accuracy and completeness of documents and materials provided during examination and inspection for loan;

7.1.4 To consciously accept investigation, survey and supervision of Party B on the use of the loan hereunder;

7.1.5 To actively coordinate with Party B in investigation, survey and supervision of Party B on production, business operation and financial activities of its own party, and provide the income statement, balance sheet, cash flow statement and other financial statements and documents for various accounting periods to Party B;

7.1.6 To pay off the loan principal and interest hereunder as stipulated herein;

7.1.7 To bear all expenses related to the Contract, including but not limited to expenses on notarization, appraisal, evaluation and registration;

7.1.8 To return the collection letters or documents for collection of payments sent by Party B by mail or other means within 3 (three) days after signing for acknowledgement;

7.1.9 In case of major events or actions that may affect the creditor’s rights of Party B, including but not limited to contracting, leasing, shareholding reform, joint operation, merger, acquisition, join venture, separation, reduction of capital, changes in equity, transfer of important assets, Party A shall notify Party B according to laws in case listed or send a written notice to Party B within 3 (three) days after occurrence in case not listed. If Party B does not agree, Party A shall pay off all liabilities and expenses immediately;

7.1.10 In case of changes in the legal location, contact address, scope of business, legal representative or other items of registration, to notify Party B in writing within 7 (seven) days after the changes;

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7.1.11 To notify Party B in writing immediately in case of any other events that may impair its normal business operation or cause seriously adverse impacts on fulfillment of obligations hereunder for repayment, including but not limited to major economic disputes, bankruptcy and deterioration of financial situation;

7.1.12 To send a written notice to Party B within 5 (five) days after occurrence and guarantee to repay the loan principal and interest immediately in case of close-down, dissolution, suspension for rectification, revocation of business license or cancellation;

7.1.13 Clients must maintain various financial indicators required by the bank on a continuous basis. Without approval of the bank, dividends distributed shall not exceed a certain proportion of the net income after tax, and capital expenditures shall not exceed the amount decided by the bank. Clients are not allowed to apply to other accrediting parties for loans, modify terms and conditions in loan contracts signed with other accrediting parties, liquidate other long term liabilities or loans ahead of schedule, and provide guarantee on liabilities or loans for any other third parties, or mortgage properties or assets for any other creditors or accrediting parties.

7.2 Rights and obligations of Party B:

7.2.1 To require Party A to provide all documents and materials related to the loan;

7.2.2 To withdraw or transfer the loan principal, interest, compound interest, default interest and other expenses payable by Party A directly from the account opened by Party A in its own bank according to laws, regulations and the Contract;

7.2.3 To exercise credit sanctions, report to competent government authorities or departments or make announcement on public medias for collection of payments in case of gross violations to laws on the side of Party A, for instance intentional evasion from supervision of Party B, delay in repayment of loan principal and interest.

7.2.4 To provide loan (s) for Party A in full on a timely basis as stipulated herein on the basis that the loan note is submitted by Party A as agreed in this Contract (except for delay caused by Party A);

7.2.5 To keep confidentiality of documents and information on liabilities, financial position, production, business operation of Party A provided for performance of the Contract, unless otherwise agreed herein or regulated by laws.

Article 8 Liabilities for Breach of the Contract

8.1 Both parties shall perform and fulfill obligations specified herein after the Contract is put into effective. Either party failing to perform any parts or all of obligations herein shall bear liabilities for breach of the Contract according to laws (including legal expenses);

8.2 Party B shall have the right to claim against Party A for collection of penalties for delay based on the interest rate herein and the days of delay in case Party A fails to handle and withdraw the loan as stipulated in clause 3.2 hereinabove;

8.3 Party A shall have the right to claim against Party B for collection of penalties for delay based on the interest rate herein and the days of delay in case Party B fails to handle and issue the loan as stipulated in clause 3.2 hereinabove;

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8.4 Party B shall have the right to calculate and collect interest according to the term of loan and interest rate specified herein if Party A repays the loan hereunder ahead of schedule without written approval of Party B;

8.5 If Party A fails to repay the loan principal and interest hereunder as scheduled, Party B shall have the right to require for liquidation within a limited period, exercise the right of offset with funds in all accounts opened by Party A in its own bank, collect default interest on the loan delayed at a rate 50% higher than the actual loan rate specified in the Contract, calculate and collect compound interest on the interest not paid based on the default interest rate;

8.6 If Party A fails to use the loan for the purpose as specified herein, Party B shall have the right to call in parts of or all of the loan or terminate the Contract ahead of schedule, collect default interest on the loan misused by Party A based on the days of default and a rate 100% higher than the actual loan rate specified in the Contract, calculate and collect compound interest on the interest not paid based on the default interest rate;

8.7 In case of concurrent occurrence of circumstances specified in clauses 8.5 and 8.6 hereinabove during use of the loan by Party A, Party B shall select the heavier penalty but not both of the penalties;

8.8 In case of any one of the following circumstances or events on the side of Party A, Party A shall correct and take remedy measures to the satisfaction of Party B within 7 (seven) days after receiving the notice from Party B, or else Party B shall have the right to recover parts of or all of the loan ahead of schedule and collect penalty based on days of default and the loan rate for delay if irrecoverable:

8.8.1 Provides false balance sheets, income statements and other financial statements and documents or financial statements and documents with important facts concealed;

8.8.2 Fails to coordinate or refuses to accept check and supervision of Party B on the use of the loan, production, business operation and financial activities of its own party;

8.8.3 Transfers or disposes or threatens to transfer or dispose its important assets without approval of Party B;

8.8.4 Important parts of or all of its assets/properties are occupied by other creditors, or took over by the designated fiduciary, receiver or others, or the assets are detained or frozen, and Party B may suffer heavy losses as a result;

8.8.5 Arranges for and conducts contracting, leasing, shareholding reform, joint operation, merger, acquisition, joint venture, separation, reduction in capital, changes in equity, transfer of assets and other actions that may affect exercise of creditor’s rights and damage safety of creditor’s rights of Party B hereunder without approval of Party B;

8.8.6 Changes in the legal location, contact address, scope of business, legal representative and other items registered in the industrial and commercial bureau or makes major investment in external parties, as a result, the creditor’s rights of Party B are seriously affected or threatened;

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8.8.7 Gets involved in major economic disputes or its financial situation is deteriorated, as a result, the creditor’s rights of Party B are seriously affected or threatened;

8.8.8 Other events or circumstances that may cause creditor’s rights of Party B under this loan contract to be threatened or heavily damaged.

Article 9 Validation, Modification and Termination of the Contract

9.1 This Contract shall become valid and effective after being signed and sealed by Party A and Party B, or be put into effective after the guarantee contract is validated in case guarantee is provided, and shall be terminated and become invalid at the date when the loan principal, interest, compound interest, default interest, penalty and other expenses due hereunder are paid off and liquidated;

9.2 Party B shall have the right to terminate the Contract and require Party A to repay the loan principal and interest ahead of schedule and compensate for losses in case of any one of the following circumstance:

9.2.1 Party A is closed down, dissolves, suspended for rectification, revoked of the business license or cancelled;

9.2.2 The guarantee hereunder is subject to changes adverse to creditor’s rights of Party B, and Party A fails to provide an additional guarantee as required by Party B;

9.2.3 Other gross breaches of the Contract.

9.3 If requiring for extension of the term of loan, Party A shall submit a written application and the written approval of the Guarantor on extension of the term of guarantee to Party B 30 (thirty) days before the expiry date of the Contract. The term of loan can only be extended after being reviewed and approved by Party B and an agreement on extension is signed. The Contract shall remain valid before the agreement on extension of loan term is signed by and between both parties.

9.4 Neither parties is allowed to modify or terminate the Contract ahead of schedule without approval of the other party after the Contract is put into effective, unless otherwise specified herein. In case of modifications or termination of the Contract, both parties shall reach a consensus and sign on a written agreement through consultation. The Contract shall remain valid before the written agreement is signed by and between both parties.

Article 10 Settlement of Disputes

10.1 In case of disputes during performance of the Contract, both parties shall seek for settlement through consultation firstly, and apply No.2 method below for settlement in case consultation fails:

10.1.1 To apply the arbitration commission ______________________ for arbitration;

10.1.2 To apply to the court in the location of Party B for settlement through legal proceedings.

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Article 11 Miscellaneous

11.1 _______________________________________

11.2 _______________________________________

11.3 _______________________________________

Article 12 Supplementary Articles

12.1 Appendixes herein are integral parts of the Contract, with equal legal effect to terms and conditions herein.

12.2 In case the actual date of loan or repayment is a non-working day of the lending bank during performance of the Contract, the loan shall be provided or repayment be made at the next working day of the bank.

12.3 This Contract is made in six duplicates equal in legal effect, one for Party A, one for Party B and one for the competent authority for mortgage registration.

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EX-10.7

Exhibit 10.7

Crediting Agreement

China Merchants Bank Co., Ltd

Crediting Agreement

Agreement No.: He Si Zhi Shou Zi [2009] No. 91090909

The Accrediting Party: China Merchants Bank Hefei Sipailou Branch (hereinafter referred to as “Party A”)

Responsible Person: Fang Hong

The Credit Applicant: Anhui TEC Tower Co., Ltd (hereinafter referred to as “Party B”)

Legal Representative / Responsible Person: Lu Chun

As applied by Party B, Party A hereby agrees to provide a line of credit for Party B to use. This Agreement is reached by and between both parties through full consultation according relevant laws and regulations as below.

Article 1 Line of credit

1.1 Party A provides a line of credit say RMB ten million only (including other equivalent currencies based on the exchange rate quotation released by Party A at the time of actual occurrence of specific business, hereinafter inclusive), which includes (mark with a “X”)

X Revolving line of credit say RMB ten million only;

[ ] One-time line of credit say RMB only.

The revolving line of credit herein refers to the line of credit (maximum amount) of the total of the balances of credited principal provided by Party A to Party B available for continuous and revolving use during the term of credit, such as loan, trade financing, note discounting, acceptance of commercial bill, letter of guarantee, corporation overdraft, domestic factoring, _________, _________and etc.

One-time line of credit herein refers to the condition where Party B applies to Party A for operation of various crediting business one by one during the term of credit and the accumulated amount of all crediting business shall not exceed the one-time line of credit specified in this Agreement. Party B is not allowed use the one-time line of credit in a revolving manner, but can only operate the crediting business applied before the total amount of relevant business exceeds the one-time line of credit specified in this article.

“Trade financing” herein refers to establishment of a letter of credit, import bill advance, delivery against bank guarantee, bill purchased under collection, packing credit, bill purchased, outward bills purchased under collection, import / export remittance financing, short-term guarantee financing, import factoring, export factoring (except for two-factor system without recourse and double factoring without recourse in the system of Party A, hereinafter inclusive), _________, _________etc.

1.2 If Party A handles an import factoring or domestic factoring without recourse with Party B as the drawee, the creditor’s rights on accounts receivable transferred from Party A to Party B in this business will occupy the line of credit hereinabove; if Party B applies to Party A for a domestic factoring with recourse or an export factoring business, the basic purchase amount (or the basic acquisition amount) provided by Party A for Party B will occupy the line of credit hereinabove.

1.3 If Party A, after issue a letter of credit, entrusts other branches of China Merchants Banks to provide the letter of credit for the beneficiary according to requirements of internal procedures, the establishment of letter of credit and import bill advance and delivery against bank guarantee derived therefrom will also occupy the line of credit hereinabove.

1.4 The line of credit hereinabove shall not include the guaranty money or the credited amount corresponding to the deposit certificate for pledge provided by Party B or a third party for a single business under this Agreement, hereinafter inclusive.

[  ] 1.5 In case any balance of any specific business under the crediting agreement He Si Zhi Shou Zi [2009] No. 91090909 signed by and between both parties previously is not paid off, the balance will be automatically transferred under this Agreement and directly occupy the line of credit hereunder after this Agreement is put into effective (mark with a “X” in the [ ] if applicable).

[  ] 1.6 In case any balance of any specific business under the crediting agreement __________________________ ___________________________(fill in the contract number / date of signing and the contract name), the balance will be automatically transferred under this Agreement and directly occupy the line of credit hereunder after this Agreement is put into effective (mark with a “X” in the [  ] below if applicable).

Article 3 Use of line of credit

3.1 Type and scope of credit line

The line of credit hereinabove is (mark with a “X” in the following two options):

() 3.1.1 A comprehensive credit line including the following business types (filling in according to facts, the specific amount allowed):

 ,

 ,

Meanwhile, during the term of credit, for the above-listed amount (mark with a “X” in the following two options):

[ ] Party B is not allowed to transfer for use;

[ ] Party B is allowed to transfer, but the amount of transfer must be applied in advance for Party A to decide at its own discretion. Transfer herein refers to transfer between the specific business types listed above and transfer of the line of credit for the listed business types to other ones herein exclusive as applied by Party B according to requirements of business operation.

(X) 3.1.2 Single credit line on working capital loan.

3.2 Party B is only allowed to use the revolving line of credit in a revolving manner but not the one-time credit line during the term of credit, must apply for use of the credit line case by case to Party A for approval one by one. Each loan, the amount, term and purpose of other credit lines shall be specified in the business application submitted by Party B and accepted Party A or in other specific business contracts (including receipts for loan) and agreements signed by and between both parties additionally.

For domestic factoring without recourse, the Notice on Transfer of Creditor’s Rights on Accounts Receivable issued by Party A to Party B shall be taken as the “specific business contract” binding on both parties after the Notice is confirmed by Party B in the manner recognized by Party A.

3.3 The term of use for each loan or other credits within the line of credit shall be determined according to business requirements of Party B and business guidelines of Party A, and the expiry date of a specific business can be later than the expiry date of the term of credit.

Article 4 Interest and expenses

The interest rate on loans and financing within the line of credit and charges / expenses on relevant business types shall be calculated and collected as specified in various contracts.

Article 5 Guarantee clauses

5.1 The third party Anhui Sea-Converge Guarantee Co., Ltd shall be the guarantor with joint liability on all liabilities / debts owed by Party B to Party A. The guarantor shall issue irrevocable letters of guarantee on the specific business types hereinabove to Party A case by case, and the responsibilities on guarantee born by the guarantor to Party A shall be specified or determined in the specific letters of guarantee. And / or

5.2 All liabilities or debts owed by Party B to Party A hereunder shall be mortgaged or pledged by_________ and all properties of _________or those properties the party has the right to dispose, for which, both parties shall sign a guarantee contract otherwise.

If the guarantor fails to sign on a guarantee contract or document or handle guarantee formalities as stipulated in this article, Party A shall have the right to stop or suspend credit giving to Party B.

Article 6 Rights and obligations of Party B

6.1 Party B shall have the following rights:

6.1.1 To require Party A to grant loans or other credits within the line of credit as stipulated herein;

6.1.2 To use the line of credit as agreed herein;

6.1.3 To require Party A to keep confidentiality of information on production, business operation, properties and accounts provided by Party B, unless otherwise specified in laws or required by regulatory authorities;

6.1.4 To transfer liabilities to a third party with approval of Party A.

6.2 Party B shall bear the following obligations:

6.2.1 To provide Party A with documents and materials (including but not limited to authentic financial statements, annual financial reports, important decisions on and changes in production, business operation and management on a periodical basis as required by Party A), information on opening banks, accounts and outstanding of deposits of Party B faithfully as required by Party A, and coordinate with Party A in investigation, examination and inspection;

6.2.2 To accept inspection and supervision of Party A on the use of credit funds, production, business operation and financial activities;

6.2.3 To use loans and / or other credits as agreed and / or committed in the Agreement and various contracts;

6.2.4 To repay loans, advances, principal and interest on other credited liabilities in full on a timely basis as agreed in the Agreement and various contracts;

6.2.5 To transfer part of or all of liabilities hereunder to a third party with written approval of Party A;

6.2.6 To notify Party A immediately and actively coordinate with Party A in implementation of safeguard measures for safe repayment of loans, advances, principal and interest on other credited liabilities and all relevant expenses under this Agreement in case of any one of the following circumstances on the side of Party B:

6.2.6.1 Heavy financial losses, assets losses or other financial crisis;

6.2.6.2 Provision of loan or loan guarantee or use of self-owned assets (rights) for mortgage (pledge) for a third party;

6.2.6.3 Merger (acquisition), separation, reorganization, joint venture operation (cooperation), title of property (equity) transfer, shareholding reform or other major changes;

6.2.6.4 Cessation of business, suspension or cancellation of registration, application or applied for bankruptcy and dissolution etc.;

6.2.6.5 Major crisis in business operation or finance of controlling shareholders or other companies affiliated to Party B that may impact normal business operation of the parties;

6.2.6.6 Important affiliated transactions with controlling shareholders or other companies affiliated to Party B that may affect normal business operation of the parties;

6.2.6.7 Any legal, arbitral, criminal or administrative penalties or punishments that may cause serious and adverse effects on business operation or financial status of Party B;

6.2.6.8 Other major events or issues that may affect its financial solvency.

6.2.7 Not to be slothful in management, press for creditor’s rights due, or dispose main properties for free or by other improper means.

Article 7 Rights and obligations of Party A

7.1 Party A shall have the following rights:

7.1.1 To require Party B to repay loans advances, principal and interest on other credited liabilities hereunder in full on a timely basis;

7.1.2 To require Party B to provide documents and materials related to the line of credit hereinabove;

7.1.3 To investigate into production, business operation and financial activities of Party B;

7.1.4 To monitor and supervise over use of loans and / or other credits as stipulated in this Agreement and other specific contracts;

7.1.5 To entrust other branches of China Merchants Bank in the location of the beneficiary to provide the letter of credit to the beneficiary according to requirements of internal procedures after accepting the application of Party B for establishment of the credit letter;

7.1.6 To transfer and withdraw directly from the accounts of Party B for liquidation of liabilities or debts under this Agreement and other specific contracts;

7.1.7 To transfer creditor’s rights on Party B, notify Party B on the transfer by the means deemed by its own party as appropriate, including but not limited to facsimile, mailing, special person service and announcement on public medias, and to urge for collection;

7.1.8 Other rights specified herein.

7.2 Party A shall bear the following obligations:

7.2.1 To issue loans and provide other credits to Party B within the line of credit as specified in this Agreement and other specific contracts;

7.2.2 To keep confidentiality of information on assets, financial status, production and business operation of Party B, unless otherwise specified in laws or required by regulatory authorities.

Article 8 Commitments of Party B

8.1 Party B is an entity lawfully established according to laws of the People’s Republic of China and legally exists with corporate capacity and full civil capacity for signing and performance of the Agreement;

8.2 Signing and performance of the Agreement have been fully authorized by the board of directors or any other competent organizations;

8.3 All documents, materials and vouchers on Party B, the guarantor, the mortgager (pledger), mortgage (pledge) provided by Party B are true, accurate, complete and effective without major incompliance with facts or omission of any important facts or events;

8.4 Party B will abide by and act in strict with the specific contracts, and the letter of guarantee on establishment of credit line, trust receipts and other relevant documents signed and issued by its own party to Party A;

8.5 There is no legal, arbitral, criminal or administrative penalty that may cause serious and adverse effects on Party B and important assets of Party B when the Agreement is signed, and this kind of penalties will not happen during performance of the Agreement. Party B shall notify Party A immediately in case of the penalty;

8.6 Party will conduct business activities within the scope specified in the business license or limited by laws in strict accordance with relevant laws and regulations, and handle registration and annual inspection procedures or formalities on a timely basis;

8.7 Party B will not abandon any creditor’s rights due or dispose its main properties or assets for free or by any improper means to maintain or improve current level of business management and ensure value and rise in value of current assets;

8.8 Without approval of Party A, Party B is not allowed to pay off or liquidate other long-term liabilities in advance, and _________, _________;

8.9 Party B is not involved in any other major events or issues that may affect performance of obligations hereunder when the Agreement is signed.

Article 9 Other expenses

Party B shall bear all expenses on credit investigation, inspection and arbitration related to this Agreement and other costs / expenses on legal proceedings, business travel, publication / announcement and delivery paid by Party A for realization of creditor’s rights when Party B fails to repay liabilities / debts hereunder as scheduled, and shall authorize Party A to deduct or withdraw directly from the bank accounts in Party A opened by Party B. In case of deficiency, Party B guarantees and promises to repay in full after receiving the notice from Party A.

Article 10 Events of default and settlement

10.1 Any one of the following circumstances on the side of Party B will result in events of default:

10.1.1 Provides false information to Party A or hides important facts, or refuses to coordinate with Party A in investigation, examination and inspection against stipulations in clause 6.2.1 hereinabove;

10.1.2 Refuses to accept or evade supervision of Party A on the use of credit funds, production, business operation and financial activities of its own party against stipulations in clause 6.2.2 hereinabove;

10.1.3 Fails to use the loans and / or credits as specified in this Agreement and other specific contracts against stipulations in clause 6.2.3 hereinabove;

10.1.4 Fails to repay loans, advances, principal and interest on other credited liabilities in full and timely as agreed herein and / or specified in various specific contracts against stipulations in clause 6.2.4 hereinabove;

10.1.5 Transfers liabilities hereunder to a third party without approval of Party A against stipulations in clause 6.2.5 hereinabove, or be slothful in management, presses for creditor’s rights due or dispose important assets owned by its own party for free or by any other improper means against stipulations in clause 6.2.7 hereinabove;

10.1.6 Fails to notify Party A in case of any one of circumstances hereinabove, or refuses to coordinate when Party A requires for adding of safeguard measures for liabilities hereunder after being informed of the circumstances, or other misconducts deemed by Party A as adverse to safe recovery of the principal and interest on credits against stipulations in clause 6.2.6 hereinabove;

10.1.7 Fails to correct immediately as required by Party A against stipulations in clauses 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8 and 8.9 hereinabove;

10.1.8 Other circumstances deemed by Party A as possible to damage legal rights and benefits of its own.

10.2 In case of any one of the following circumstances on the side of the Guarantor, events of default will be determined if the Guarantor and Party B fails to coordinate, and Party A, in consideration that the guarantee capacity of the Guarantor may be damaged or affected, will require the guarantor to eliminate adverse effects or impacts caused thereby or require Party B to add and replace conditions on guarantee:

10.2.1 Appearance of any one of the circumstances similar to those specified in clause 6.2.6 hereinabove;

10.2.2 Hides the actual capacity for bearing of guarantee responsibilities or liabilities or fails to obtain authorization of competent organizations when issuing the irrevocable letter of guarantee;

10.2.3 Fails to handle annual inspection and registration formalities timely;

10.2.4 Be slothful in management, presses for creditor’s rights due or dispose important assets owned by its own party for free or by any other improper means.

10.3 In case of any one of the following circumstances on the side of the mortgager (or pledger), events of default will be determined if the mortgager (or pledger) and Party B fails to coordinate, and Party A, in consideration that invalidation or deficiency in the mortgage (or pledge) may be caused, will require the mortgager (or pledger) to eliminate adverse effects caused thereby or require Party B to add and replace conditions on guarantee:

10.3.1 Lack of ownership or the right to dispose the mortgage (or pledge), or disputes on the ownership;

10.3.2 Mortgage (or pledge) is put out to lease, sealed up, detained, supervised, or legal rights of priority exist (including but not limited to priority on payment for construction work), and / or these conditions or circumstances are hided;

10.3.3 The mortgager (or pledger) uses the mortgaged (or pledged) for transfer, leasing, re-mortgage (or re-pledge) or disposes by any other improper means without written approval of Party A, or fails to use the income from disposal on the mortgaged (or pledged) for repayment or liquidation of liabilities / debts owed by Party B to Party A though written approval on the disposal is obtained from Party A;

10.3.4 The mortgager (or pledger) fails to keep, maintain or repair the mortgaged (or pledged) well or any behaviors of the mortgager (or pledger) have damaged the mortgage (or pledge) directly, and the value of the mortgage (or pledge) is damaged or decreased obviously as a result; or the mortgager (or pledger) refuses to buy insurance for the mortgage (or pledge) as required by Party A during the term of mortgage (or pledge).

10.4 In case of any one of the events of default specified in 10.1, 10.2 and 10.3, Party A shall have the right to take any one or all of the following measures:

10.4.1 To reduce or deduct the line of credit hereunder, or suspend use of the remainder line of credit;

10.4.2 To collect the loan principal and relevant expenses issued or paid within the line of credit ahead of schedule;

10.4.3 For bill of exchange accepted by Party A or letter of credit, letter of guarantee and letter of guarantee on delivery established by Party A (or entrusted by Party A for establishment), Party A shall have the right to require Party B to add the amount of guarantee whether advance payment is made by Party A or not, or to transfer of deposits in other accounts opened in Party A by Party B into the guarantee account for liquidation of the guarantee hereunder to be paid by Party A in advance, or transfer of relevant accounts to a third party for deposit or withdrawal as the guarantee for payments in advance by Party A in the future;

10.4.4 For creditor’s rights on accounts receivable not paid off by Party B and transferred from Party B under domestic factoring and export factoring with the right of recourse, Party A shall have the right to require Party B to perform the obligation of buy-back immediately; for creditor’s rights on accounts receivable transferred from Party B under domestic factoring and export factoring without the right of recourse, Party A shall have the right to perform recourse against Party B immediately.

10.4.5 To deduct or withdraw directly from the settlement account and / or other accounts of Party B for liquidation of all liabilities under this Agreement and other specific contracts;

10.4.6 To perform the right of recourse as specified in Article 13 herein.

Article 11 Modification and termination of the Agreement

This Agreement can be modified or terminated after a consensus is reached or a special written agreement is signed by and between both parties through consultation. This Agreement shall remain valid and effective before the written agreement is signed. Neither party is allowed to modify, revise or terminate this Agreement without approval of the other party.

Article 12 Miscellaneous

12.1 Any grace, preference or moratorium on execution or performance of legal rights or benefits of Party A hereunder provided by Party A for any breaches of contract or delay in performance on the side of Party B during the valid term of the Agreement shall not affect, damage or limit any legal rights and benefits enjoyed by Party A as the creditor according to laws, regulations and this Agreement, nor be taken as permission and recognition of Party A on any breaches to terms and conditions herein, nor be understood as abandoning of current or future rights of Party A to take actions or measures against breaches.

12.2 In case any or all parts of the Agreement become illegal or invalid for any reasons, Party B shall bear the responsibility for repayment of all liabilities or debts hereunder owed to Party A. In this case, Party A shall have the right to terminate this Agreement and claim against Party B for liquidation of all liabilities hereunder immediately.

12.3 Notices and requirements of Party A and Party B related to this Agreement shall be sent in written form.

Contact Add. of Party A:

Contact Add. of Party B:

The notices and requirements shall be deemed to be received on the date of signing for acknowledgement in case sent by a special person (or on the date of rejection if the receiving party refuses to accept), or deemed to be received on the seventh day after the registered mail is forwarded in case sent by registered mail, or be received at the time when being received by the facsimile system of the receiving party in case sent by facsimile.

For notices and requirements on transfer of creditor’s rights or claims against Party B for collection that are announced on public medias, it shall be deemed as having been received or delivered on the date of announcement.

In case of changes in the contact address of either party, the other party shall be informed on a timely basis, or else the default party shall bear all possible loses caused thereby at its own account.

12.4 Both parties hereby agree that Party B is only required to stamp the reserved seal on business applications for trade financing according to the Letter of Authorization on the Reserved Seal provided by Party A. Legal effect of the reserved seal is recognized by both parties.

12.5 All written supplementary agreements on matters not covered herein and on changes or modifications in terms and conditions herein reached through consultation, and various specific contracts hereunder shall be taken as appendixes to this Agreement and constitute an integral part of this Agreement.

12.6 The guarantor has fully consulted with the bank on all terms and conditions in the letter of guarantee, the bank has reminded the guarantor to pay special attention to the clauses and provisions on exemption of or limitation on responsibilities of the bank, rights owned by the bank independently, adding of responsibilities of the guarantor or limitation on rights of the guarantor, and the guarantor has understood the clauses and provisions fully and accurately. The bank has given explanation on the provisions as required by the guarantor. Understanding of the guarantor on all terms and conditions in the letter of guarantee is in full accordance with that of the bank.

Article 13 Laws applicable and settlement of disputes

13.1 Formation and explanation of this Agreement and settlement of disputes arisen during performance shall be subject to the laws of the People’s Republic of China. Rights and benefits of both parties are protected by laws of the People’s Republic of China.

13.2 In case of disputes during performance of the Agreement, both parties shall seek for settlement through consultation. In case consultation fails, either party can (mark a “X” in the following three options):

[ ] 13.2.1 Apply to the people’s court in the location of Party A;

[ ] 13.2.2 Apply to the arbitration commission __________________for arbitration;

[ ] 13.2.3 Apply to (mark a “X” in the following two options):

[ ] China International Economic and Trade Arbitration Commission (CIETAC)

[ ] CIETAC ______________________ Branch

For settlement according to the rules for arbitration of financial disputes.

13.3 After this Agreement and various specific contracts are empowered with the validity for enforceability through notarization handled by both parties, Party A is entitled to apply directly to the people’s court with jurisdiction for enforcement of liabilities under this Agreement and the specific contracts owed by Party B.

14 Validation of the Agreement

This Agreement shall become valid and effective after being signed (sealed) by legal representatives / responsible persons or authorized agents of both parties or stamped with official seal / special seal for contract of both parties, as of the expiry date of the term of credit or the date when the Agreement is terminated.

EX-10.8

Exhibit 10.8

No.

Labor Contract

(full time)
 

Party A: Anhui Tec Tower Ltd.
Party B: Chun Lu

Made by Department of Labour and Social Security of Anhui Province

Contract Notes

1. Employers and workers should guarantee to provide real and effective information related to signing and fulfilment of the labour contract (‘contract’ hereinafter) to the other party.

2. If the term of the contract is more than three months while less than one year, the probation period shall not exceed one month; if the contract is for more than one year while less than three years, the probation period shall not exceed two months; if the contract is of fixed-term and more than three years, or of no fixed term, the probation period shall not exceed six months.

If the term of the contract is to complete a certain task or less than three months, there shall not stipulate a probation period.

The probation period is included in the contract period. If the contract only stipulates a probation period, there should no probation period and the stipulated time is the term of the contract.

The salary of the employee in probation period shall not be less than the lowest level of the same job post or not less than 80 percent of the agreed contract salary, which shall not be less than the local minimum wage.

3. When the employee proposes or agrees to renew or enter into a contract, if one of the following circumstances exists, a non-fixed term contract should be entered into by the employer and employee, except for the employee proposes a fixed term contract:
(a) The employee has continuously worked for employer for no less than ten years;
(b) When the employer implements the labor contract system for the first time or the re-establishment of state-owned enterprise leads to restructure labor contracts, the employee has continuously worked for employer for no less than ten years and has less than ten years left over from the mandatory retirement age.
(c)The employee has consecutively signed fixed-term contract twice with employer, and he does not have the same situatuons of Article 39 and the 1^st and 2^nd item of Article 40, Labor Contract Law, he would renew the contract.

4. Except for agreed period of service and competitive restrictions, the employer shall not contract liquidated damages borne by employee.

Party A(Employer)              Name: Anhui Tec Tower Ltd.

                                               Address: Anhui Jinde New Bridge Industrial Park

                                               Labor and employment registration certificate No.:________

                                               Legal representative (People in charge): Chun Lu

                                               Tel.:0563-8023488

Party B(Employee):             Name Chun Lu Gender Male

                                               Date of Birth March ,1974 Highest Degree Bachelor

                                               Registered permanent residence Fuyang, Zhejiang

                                               ID Card No. 330123197403015038

                                               Current residential address: Anhui Tec Tower Ltd.

                                               Mailing Address: Rm 2004, Guihua Rd No.34, Fuchun Street, Fuyang City,

                                               Zhejiang Province

                                               Tel.: ________________

This Contract is signed on a basis of equality, voluntariness, consensus and good faith by and between both parties in accordance to the Labor Law of the People's Republic of China and the Labor Contract Law of the People's Republic of China and other regulations.

I Term of Contract

1) Choose 1 as the way to give contract term

1 Fixed term: The term of this contract shall commence on 1^st January, 2010, and shall continue until 31^st December, 2015. Among which, probation period from dd mm yy to dd mm yy.

2. Non fixed term: The term of this contract shall commence on dd mm yy. Among which, probation period from dd mm yy to dd mm yy.

3. To complete a certain task as contract term, commencing on dd mm yy until the completion of tasks only. The completion is marked by _______.

II Job description and workplace

2) Party B agrees to hold the position of _CEO___ located in _Jinde____ according to Party A’s requirement.

3) Party B shall timely finish the quantity of work defined by Party A and reach the required standards.

III Working hours and vacations

4) Party B’s position is in _3__ working schedule system

1. Standard work schedule system: Party B’s daily working time is not more than eight hours, not more than 40 hours per week.

2. Integrated work schedule system: In the cycle of caculating intergrated working time, the average daily working hours and average weekly working hours do not exceed the statutory standard working hours.

3. Irregular working system

The jobs implementing integrated work schedule system or irregular working system shall be subject to approval of labor administrative department.

5) Due to work requirements, Party A can extend working hours after consultation with union and Party B, generally not more than 1 hour a day; If there is a need for special reasons to extend the working hours, in the condition of keeping Party B in good health, the extended working hours per day shall not exceed 3 hours, and not more than 36 hours per month.

6) Party A shall ensure that Party B enjoy all the rights of holidays and vacations under the State regulations during the contract period.

III Labor remuneration

7) In accordance with national, provincial relevant regulations, and its own economic benefit and production and management features, Party A can establish its own salary distribution system. Party A shall determine Party B’s salary level according to the distribution system, Party B’s postion and skill level ,and Party B’s performance.

8) Party B’s salary during probation period is RMB ______per month.

When Party B’s probation expires, Party A shall determine Party B’s salary in accordance with its own salary distribution system through the way of ____: 1. Hourly rate. Party B’s salary is RMB _____/ month, with performance pay (bonuses) and other kind of things paid according to Party A’s salary distribution system and Party B’s contribution.

2. Piece rate. Party A shall establish a scientific and rational labor standards, each piece is priced at RMB ______.

3. Other ways       Confidential         RMB 21,600 annual salary

9) Party A shall pay Party B’s labor remuneration monthly in monetary form, the monthly pay day is ____.

10) Within the period of this contract, Party B's salary adjustment shall be determined in accordance with the salary distribution system and employer’s collective contract.

11) If Party A arrage Party B to extend the working hours, or to work on off days or statutory holidays, Party A should rearrange Party B’s rest time or pay the overtime wages according to the relevant law.

VI Social insurance and welfare benefits

12) In the duration of contract, both parties must participate in social insurance in accordance with the relevant national and provincial provisions, and pay social insurance premiums in full and on time, in which the part which should be paid by Party B under the law shall be withhleld and remitted by Party A from the payment of Party B’s salary.

13) If Party B suffers from occupational diseases or injuries at work, his remuneration and benefits shall be determined according to national, provincial relevant regulations.

14) If Party B is ill or injuriies out of work, his remuneration and benefits shall be determined according to national, provincial and employer’s collective contract relevant regulations.

15)If Party B dies related with work, or dies related with illness or non-work reasons, his remuneration and benefits shall be determined according to national, provincial relevant regulations.

16) Party B’s other benefits shall be determined according to national, provincial and employer’s collective contract relevant regulations.

V Labor protection, working conditions and occupational hazards

17) Party A shall faithfully fulfill the obligation of disclosure to the Party B as to potential occupational hazards of the job, and Party B shall perform labor safety and health education to prevent accidents in the labor process and to reduce occupational hazards.

18) Party A should strictly implement national and provincial regulations of labor safety, labor protection, occupational health and other regulations, and provide Party B with safe and healthy labor conditions and necessary labor protection supplies which comply with national requirements to protect the safety and health of Party B.

19) Party B must be in strict compliance with safety operating procedures in the process of work. Party B have the right to refuse the directives against regulations and forced risk-taking operations from the management staff of Party A.

20) Party B should provide protection to Party A according to the special protection regualtions of the state on women and minor workers. Party A shall carry out regular occupational health examinations on Party B arranged in contact with occupational hazard operations by Party A.

VI Fulfilment and changes of the contract

21) Both parties should fully implement their respective obligations in accordance with this contract and law.

22) Upon Party A and Party B’s mutual agreement, the agreed part in this contract can be changed in written form.

VII Discharge and termination of the contract

23) The termination of this contract between Party A and Party B and the financial compensation payments shall be implemented in accordance with reugulations of Labor Contract Law and other relevant provisions.

24) Party A shall issue Party B the evidence of termination of the contract when both parties terminate the contract, and Party A also have to handle the transfer of Party B’s archive and social insurance relationship within 15 days.

Party B shall handle work handover according to agreed arrangement by both parties. If Party A needs to pay economic compensation to Party B in accordance with the relevant provisions of the contract, Party A should handle the payment during work handover. VIII Disputes 25) If a dispute arises when Party A and Party B carry out this contract, both parties should try to settle it through consultations; If the agreement can not be reached, they can apply for mediation, arbitration or litigation.

IX Others

26) Other agreed items

If no other agreement or new agreement, this labor Contract shall go into effect automatically.

27) During the contract period, Party B should promptly informs Party A of its changes of residential address, contact telephone number, mailing address and so on.

28) The unaddressed matters relating to this contract shall be handled in accordance with national, provincial and other relevant regulations. During the contract period, if part of this contract disagrees with the national, provincial new requirements, the related matters should be handled according to the new provisions.

29) The contract is in duplicate, Party A and Party B each have one copy.

30) The contract is the basis to establish a labor relation and deal with labor disputes, which should be kept properly by both parties.

Part A  /s/ Anhui Tec Tower Ltd.	Party B /s/ Chun Lu(Signature)
Anhui Tec Tower Ltd.	Chun Ku
Legal or authorized Representative
(Signature and Seal)
Date: 1st January, 2010	Date: 1st January, 2010
/s/ Chun Lu
Chun Lu

Labor Contract Change Section

The previous signed contract between Party A and Party B has expired on dd mm yy. Both parties will renew the contract with mutual consent.

1.Fixed term: The term of this contract shall commence on dd mm yy, and shall continue until dd mm yy.

2.Non fixed term: The term of this contract shall commence on dd mm yy.

3.To complete a certain task as contract term, commencing on dd mm yy until the completion of tasks only. The completion is marked by _______.

Other agreed items between both parties: _______

Part A(Seal)	Party B (Signature)
Legal or authorized Representative
(Signature and Seal)
Date: dd mm yy	Date: dd mm yy

EX-10.9

Exhibit 10.9

No.

Labor Contract

(full time)
 

Party A: Anhui Tec Tower Ltd.
Party B: Debin Chen

Made by Department of Labour and Social Security of Anhui Province

Contract Notes

1. Employers and workers should guarantee to provide real and effective information related to signing and fulfilment of the labor contract (‘contract’ hereinafter)to the other party.

2. If the term of the contract is more than three months while less than one year, the probation period shall not exceed one month; if the contract is for more than one year while less than three years, the probation period shall not exceed two months; if the contract is of fixed-term and more than three years, or of no fixed term, the probation period shall not exceed six months.

If the term of the contract is to complete a certain task or less than three months, there shall not stipulate a probation period.

The probation period is included in the contract period. If the contract only stipulates a probation period, there should no probation period and the stipulated time is the term of the contract.

The salary of the employee in probation period shall not be less than the lowest level of the same job post or not less than 80 percent of the agreed contract salary, which shall not be less than the local minimum wage.

3. When the employee proposes or agrees to renew or enter into a contract, if one of the following circumstances exists, a non-fixed term contract should be entered into by the employer and employee, except for the employee proposes a fixed term contract:
(a) The employee has continuously worked for employer for no less than ten years;
(b) When the employer implements the labor contract system for the first time or the re-establishment of state-owned enterprise leads to restructure labor contracts, the employee has continuously worked for employer for no less than ten years and has less than ten years left over from the mandatory retirement age.
(c)The employee has consecutively signed fixed-term contract twice with employer, and he does not have the same situatuons of Article 39 and the 1^st and 2^nd item of Article 40, Labor Contract Law, he would renew the contract.

4. Except for agreed period of service and competitive restrictions, the employer shall not contract liquidated damages borne by employee.

Party A(Employer)               Name: Anhui Tec Tower Ltd.

                                               Address: Anhui Jinde New Bridge Industrial Park

                                               Labor and employment registration certificate No.: ________

                                               Legal representative (People in charge): Chun Lu

                                               Tel.:0563-8023488

Party B(Employee):             Name Debin Chen Gender Male

                                               Date of Birth March 12^th,1971 Highest Degree Bachelor

                                               Registered permanent residence Shenzhen

                                               ID Card No. 320831197103123818

                                               Current residential address Wuhan Wuchang Wanke City Garden C4-302

                                               Mailing Address: Wuhan Wuchang Wanke City Garden C4-302

                                               Tel.:13603077047

This Contract is signed on a basis of equality, voluntariness, consensus and good faith by and between both parties in accordance to the Labor Law of the People's Republic of China and the Labor Contract Law of the People's Republic of China and other regulations.

I Term of Contract

1) Choose 1 as the way to give contract term

1 Fixed term: The term of this contract shall commence on 1^st September,2009, and shall continue until 31^st August^t,2013. Among which, probation period from dd mm yy to dd mm yy.

2. Non fixed term: The term of this contract shall commence on dd mm yy. Among which, probation period from dd mm yy to dd mm yy.

3. To complete a certain task as contract term, commencing on dd mm yy until the completion of tasks only. The completion is marked by _______.

II Job description and workplace

2) Party B agrees to hold the position of _____located in _____ according to Party A’s requirement.

3) Party B shall timely finish the quantity of work defined by Party A and reach the required standards.

III Working hours and vacations

4) Party B’s position is in ____ working schedule system

1. Standard work schedule system: Party B’s daily working time is not more than eight hours, not more than 40 hours per week.

2. Integrated work schedule system: In the cycle of caculating intergrated working time, the average daily working hours and average weekly working hours do not exceed the statutory standard working hours.

3. Irregular working system

The jobs implementing integrated work schedule system or irregular working system shall be subject to approval of labor administrative department.

5) Due to work requirements, Party A can extend working hours after consultation with union and Party B, generally not more than 1 hour a day; If there is a need for special reasons to extend the working hours, in the condition of keeping Party B in good health, the extended working hours per day shall not exceed 3 hours, and not more than 36 hours per month.

6) Party A shall ensure that Party B enjoy all the rights of holidays and vacations under the State regulations during the contract period.

III Labor remuneration

7) In accordance with national, provincial relevant regulations, and its own economic benefit and production and management features, Party A can establish its own salary distribution system. Party A shall determine Party B’s salary level according to the distribution system, Party B’s postion and skill level ,and Party B’s performance.

8) Party B’s salary during probation period is RMB ______per month.

When Party B’s probation expires, Party A shall determine Party B’s salary in accordance with its own salary distribution system through the way of ____: 1. Hourly rate. Party B’s salary is RMB _____/ month, with performance pay (bonuses) and other kind of things paid according to Party A’s salary distribution system and Party B’s contribution.

2. Piece rate. Party A shall establish a scientific and rational labor standards, each piece is priced at RMB ______.

3. Other ways_______RMB 800,000 annual salary

9) Party A shall pay Party B’s labor remuneration monthly in monetary form, the monthly pay day is ____.

10) Within the period of this contract, Party B's salary adjustment shall be determined in accordance with the salary distribution system and employer’s collective contract.

11) If Party A arrage Party B to extend the working hours, or to work on off days or statutory holidays, Party A should rearrange Party B’s rest time or pay the overtime wages according to the relevant law.

VI Social insurance and welfare benefits

12) In the duration of contract, both parties must participate in social insurance in accordance with the relevant national and provincial provisions, and pay social insurance premiums in full and on time, in which the part which should be paid by Party B under the law shall be withhleld and remitted by Party A from the payment of Party B’s salary.

13) If Party B suffers from occupational diseases or injuries at work, his remuneration and benefits shall be determined according to national, provincial relevant regulations.

14) If Party B is ill or injuriies out of work, his remuneration and benefits shall be determined according to national, provincial and employer’s collective contract relevant regulations.

15)If Party B dies related with work, or dies related with illness or non-work reasons, his remuneration and benefits shall be determined according to national, provincial relevant regulations.

16) Party B’s other benefits shall be determined according to national, provincial and employer’s collective contract relevant regulations.

V Labor protection, working conditions and occupational hazards

17) Party A shall faithfully fulfill the obligation of disclosure to the Party B as to potential occupational hazards of the job, and Party B shall perform labor safety and health education to prevent accidents in the labor process and to reduce occupational hazards.

18) Party A should strictly implement national and provincial regulations of labor safety, labor protection, occupational health and other regulations, and provide Party B with safe and healthy labor conditions and necessary labor protection supplies which comply with national requirements to protect the safety and health of Party B.

19) Party B must be in strict compliance with safety operating procedures in the process of work. Party B have the right to refuse the directives against regulations and forced risk-taking operations from the management staff of Party A.

20) Party B should provide protection to Party A according to the special protection regualtions of the state on women and minor workers. Party A shall carry out regular occupational health examinations on Party B arranged in contact with occupational hazard operations by Party A.

VI Fulfilment and changes of the contract

21) Both parties should fully implement their respective obligations in accordance with this contract and law.

22) Upon Party A and Party B’s mutual agreement, the agreed part in this contract can be changed in written form.

VII Discharge and termination of the contract

23) The termination of this contract between Party A and Party B and the financial compensation payments shall be implemented in accordance with reugulations of Labor Contract Law and other relevant provisions.

24) Party A shall issue Party B the evidence of termination of the contract when both parties terminate the contract, and Party A also have to handle the transfer of Party B’s archive and social insurance relationship within 15 days.

Party B shall handle work handover according to agreed arrangement by both parties. If Party A needs to pay economic compensation to Party B in accordance with the relevant provisions of the contract, Party A should handle the payment during work handover. VIII Disputes 25) If a dispute arises when Party A and Party B carry out this contract, both parties should try to settle it through consultations; If the agreement can not be reached, they can apply for mediation, arbitration or litigation.

IX Others

26) Other agreed items

According to the post characteristics and company’s salary distribution system, this employee’s salary is determined by the fixed salary plus evaluation. This employee's annual pay is eight hundred thousand Chinese Yuan, in which the fixed amount is five hundred thousand Chinese Yuan and the evaluation amount is three hundred thousand Chinese Yuan. The evaluation amount is paid upon the annual business completion of the employee.

Upon agreement, both parties agree to modify the contract signed on dd mm yy:

Part A(Seal)	Party B (Signature)
Legal or authorized Representative
(Signature and Seal)
Date: dd mm yy	Date: dd mm yy
Labor Contract Renewal Section

27) During the contract period, Party B should promptly informs Party A of its changes of residential address, contact telephone number, mailing address and so on.

28) The unaddressed matters relating to this contract shall be handled in accordance with national, provincial and other relevant regulations. During the contract period, if part of this contract disagrees with the national, provincial new requirements, the related matters should be handled according to the new provisions.

29) The contract is in duplicate, Party A and Party B each have one copy.

30) The contract is the basis to establish a labor relation and deal with labor disputes, which should be kept properly by both parties.

Part A(Seal) /s/ Anhui Tec Tower Ltd.	Party B (Signature) /s/ Debin Chen
Anhui Tec Tower Ltd.	Debin Chen
Legal or authorized Representative
(Signature and Seal)
Date: 1st September 2009	Date: 1st September 2009
/s/ Chun Lu
Chun Lu

Labor Contract Change Section

The previous signed contract between Party A and Party B has expired on dd mm yy. Both parties will renew the contract with mutual consent.

1.Fixed term: The term of this contract shall commence on dd mm yy, and shall continue until dd mm yy.

2.Non fixed term: The term of this contract shall commence on dd mm yy.

3.To complete a certain task as contract term, commencing on dd mm yy until the completion of tasks only. The completion is marked by _______.

Other agreed items between both parties:_______

Part A(Seal)	Party B (Signature)
Legal or authorized Representative
(Signature and Seal)
Date: dd mm yy	Date: dd mm yy

EX-10.10

Exhibit 10.10

EX-10.11

Exhibit 10.11

Contract No.:

Technology Transfer (Patent Exploitation License) Contract

Title of the Project: A NewValve Spring Disassembly Device

Transferee (Party A): Anhui Tec Tower Ltd [安徽泰科铁塔有限公司]

Transferor (Party B): Anhui University of Technology and Science [安徽工程科技学院]

Date of Contract/Signing: June 25, 2009

Place of Contract/Signing: Anhui University of Technology and Science

Term of Validity: Five Years

Filling Instruction

1.	This Contract is amended based on the sample technology transfer contract (patent exploitation license) printed and circulated by the Ministry of Science and Technology of the People’s Republic of China, and is recommended to the contracted parties for reference.
2.	This Contract note is applicable for the contract signed under the condition that transferor (patentee or authorizer) allows patent exploitation by transferee within prescribed field with payment delivered by the latter for the patent usage.
3.	List relevant parties as Transfer or Transferee (page enhancement) in the contract in accordance with their respective roles in case more than two participants involved.
4.	The Parties may amend this Contract in respect of any unsolved matter. Any amendment and supplemental agreement to this Contract shall constitute an integral part of this Contract.
5.	The Parties shall mark out “None” for the relevant terms which require no filling as agreed.

Technology Transfer (Patent Exploitation License) Contract

Transferee (Party A): Anhui Tec Tower Ltd

Business Address: Xinqiao Industry Zone, Jingde Count