Acropolis Precious Metals, Inc.: Form 8K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wa/PhDfWaysyu8mzeZY6hWTPUKpaMk3mtnMwkBWdc4PsJ/54MTQm7ruxnekCdqtj d5GviJ1oNk4ctMAtac0rBg== 0001010549-08-000543.txt : 20080630 0001010549-08-000543.hdr.sgml : 20080630 20080630164410 ACCESSION NUMBER: 0001010549-08-000543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20080627 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Change in Shell Company Status ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Acropolis Precious Metals, Inc. CENTRAL INDEX KEY: 0001402159 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 270141061 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53224 FILM NUMBER: 08926351 BUSINESS ADDRESS: STREET 1: 2620 SOUTH MARYLAND PARKWAY STREET 2: SUITE 341 CITY: LAS VEGAS STATE: NV ZIP: 89504 BUSINESS PHONE: 702-735-1772 MAIL ADDRESS: STREET 1: 2620 SOUTH MARYLAND PARKWAY STREET 2: SUITE 341 CITY: LAS VEGAS STATE: NV ZIP: 89504 8-K 1 acrop063008form8k.htm FORM 8-K Acropolis Precious Metals, Inc.: Form 8K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
June 30, 2008

ACROPOLIS PRECIOUS METALS, INC.
(Exact name of registrant as specified in its charter)

Nevada	333-144202	27-0141061
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)


1000-Metal Mining	0001402159
(Standard Industrial	(Central Index Key)
Classification)

Suite 341 - 2620 South Maryland Parkway
Las Vegas, Nevada 89125-0541
(Address of principal executive offices, including zip code)
702-735-1772
(Registrant’s telephone number, including area code)

Copy of Communication to:
Bernard & Yam, LLP
Attention: Bin Zhou, Esq.
401 Broadway Suite 1708
New York, NY 10013

Not Applicable
(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):

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

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

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

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

TABLE OF CONTENTS

Item No.	Description of Item

Item 1.01	Entry Into a Material Definitive Agreement
Item 2.01	Completion of Acquisition or Disposition of Assets
Item 3.02	Unregistered Sales of Securities
Item 5.06	Change in Shell Company Status
Item 9.01	Financial Statements and Exhibits

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, including, in particular, future sales, product demand, the market for our products in the People’s Republic of China and elsewhere, competition, exchange rate fluctuations and the effect of economic conditions include forward-looking statements.

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties, and therefore, we can give no assurance that these statements will be achieved.

Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors. We also note that we have provided a cautionary discussion of risks and uncertainties under the caption "Risk Factors" in this Current Report. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could also adversely affect us.

Information regarding market and industry statistics contained in this Current Report is included based on information available to us which we believe is accurate. We have not reviewed or included data from all sources, and cannot assure stockholders of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services.

Unless otherwise noted, all currency figures in this filing are in U.S. dollars. References to "yuan" or "RMB" are to the Chinese yuan (also known as the renminbi). According to Bank of China, as of June 23, 2008, $1 = 6.86 Yuan.

Explanatory Note

This Current Report on Form 8-K is being filed by Acropolis Precious Metals, Inc. (“either the "Company," "we" or "our") in connection with a share exchange transaction in which the Company has acquired all of the issued and outstanding capital stock ( “Origin Orbit Shares”) of Origin Orbit Green Resource Company, Ltd (“Origin Orbit”), a limited liability company organized under the laws of British Virgin Islands. On June 30, 2008, the Company entered a share exchange agreement ("Share Exchange Agreement”) under which the Company issued 5,865,000 shares of its common stock, par value $ 0.00001, to Oracular Dragon Capital Company, Ltd (“Oracular Dragon”), the sole shareholder of Origin Orbit in exchange for all the issued and outstanding shares of Origin Orbit (“Share Exchange Transaction”).

The Share Exchange Transaction is the final part of a series of consecutive transactions including the Affiliate and Non-Affiliate Stock Purchase Transactions consummated on June 19, 2008 (“Stock Purchase Transactions”), the details of which have been disclosed on the Form 8-K Current Report filed on June 20, 2008. The Share Exchange Transaction and Stock Purchase Transactions, combined together, were to ensure that the Company was able to acquire 100% of the beneficial ownership interest in Origin Orbit.

Origin Orbit is a holding company that, on April 4, 2007, acquired 100% of the capital stock of Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”) and Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”), both of which were organized under the laws of the People’s Republic of China (“PRC”).

Item 1.01. Entry into a Material Definitive Agreement

On June 30, 2008, the Company entered a share exchange agreement ("Share Exchange Agreement”) under which the Company issued 5,865,000 shares of its common stock, par value $ 0.00001, to Oracular Dragon, the sole shareholder of Origin Orbit in exchange for all the issued and outstanding shares of Origin Orbit.

Item 2.01. Completion of Acquisition or Disposition of Assets

As the result of the Share Exchange Transaction, Origin Orbit became the Company’s direct wholly-owned subsidiary. The Company ceased being a “shell company” as that term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934 (the “Exchange Act”). We also ceased all the exploration business and operations.

Company’s Pre-acquisition Organizational History

Prior to the Share Exchange Transaction described under Item 1.01, we were an exploration stage corporation. We were incorporated in the State of Nevada on March 24, 2006. We did not own any interest in any property, but merely had the right to conduct exploration activities on one property, which consisted of 20 cells containing 169.029 hectares located in the Nicola Mining Division District of British Columbia, Canada. We intended to explore for gold on the property. Our exploration program should take approximately 365 days, weather permitting. We did not own any subsidiary company.

On June 19, 2008, Walter Brenner and Horst Balthes (the "Affiliate Sellers"), two major shareholders and affiliates of the Company consummated two Affiliate Stock Purchase Agreements (the "Affiliate Agreements") with Oracular Dragon. Pursuant to the terms and conditions of the Affiliate Agreements, Oracular Dragon acquired from the Affiliate Sellers a total 3,100,000 shares of common stock of the Company for a total price of $ 75,000.

Also on June 19, 2008, a group of non-Affiliate Stockholders ("Non-Affiliate Sellers") of the Company consummated a Non-Affiliate Stock Purchase Agreement ("Non-Affiliate Agreement") with Oracular Dragon. Pursuant to the terms and conditions of the Non-Affiliate Agreement, Oracular Dragon acquired from the Non-Affiliate Sellers a total 1,424,231 shares of common stock of the Company for a total price of $ 271,586.

As the result, under the terms and conditions of Affiliate Agreements and Non-Affiliate Agreement, Oracular Dragon acquired from Affiliate and Non-Affiliate Sellers a total 4,524,231 shares of common stock of the Company, representing approximately 73.7% of the total issued and outstanding shares of the Company.

Company’s Post-acquisition Organizational Structure

Following our acquisition of Origin Orbit as described under Item 1.01, as set forth in the following diagram, Origin Orbit becomes our direct, wholly-owned subsidiary and Anyang Prosperous and Anyang Top are wholly-owned subsidiaries of Origin Orbit.

Anyang Top does not have any subsidiary.

Anyang Prosperous has various ownership interests in a number of companies in PRC. Set forth below are Anyang Prosperous’s subsidiaries and associated companies and its shareholding percentage in each company:

Name of the company	Registered Capital (USD $)	Anyang Prosperous’s Shareholding Percentage
SUBSIDIARIES:-
Pingdingshan City Zhenyuan Energy Technology Developing Co., Ltd.	724,343.74	100%
Jiaozuo City Prosperous Energy Technology Development Co., Ltd.）	724,343.74	100%
Fuyang Prosperous Energy Technology Development Co., Ltd.	1,448,687.49	95%
Ji’nan Zhenyuan Green Resource Co. Ltd.	1,448,687,49	99%
Weifang Prosperous Energy Technology Development Co., Ltd.	1,448,687,49	95%
Changzhi City Zhenyuan Energy Technology Development Co., Ltd.	724,343.74	100%
Yangquan Zhenyuan Energy Science & Technology Co., Ltd.	724,343.74	84%
Shijiazhuang Prosperous Energy Technology Development Co., Ltd.	1,448,687,49	100%
Xuchang Zhenyuan Green Resource Technology Development Co., Ltd.	1,448,687,49	95%
Heze Prosperous Energy Technology Development Co., Ltd.	724,343.74	95%
Yantai Prosperous Energy Technology Development Co., Ltd.	72,434.37	100%
Hengshui Prosperous Energy Technology Development Co., Ltd	289,737.50	95%
Handan City Prosperous Car-used Green Resource Co., Ltd.	108,651.56	98%
Linying Anyang Prosperous Energy Tech Development Co., Ltd.	1,448,687,49	95%
ASSOCIATED COMPANIES:
Anyang PetroChina Marketing Company Limited.	8,548,704.87	34%
Taiyuan Zhenyuan Green ResourceTechnology Development Co., Ltd.	1,448,687,49	20%

Upon the acquisition of Origin Orbit and its subsidiaries in China, our primary business is carried out by Origin Orbit through Anyang Prosperous and Anyang Top. Therefore, in the remainder of this Form 8-K and its exhibits, “we, us or our” refers to Acropolis Precious Metals, Inc., Origin Orbit, Anyang Prosperous and Anyang Top, collectively.

Organizational History of Origin Orbit, Anyang Prosperous and Anyang Top

Origin Orbit was a limited liability company organized under the laws of British Virgin Islands (“BVI”) on December 13, 2006.

Anyang Prosperous was a limited liability company organized under the laws of PRC on December 14, 2005. Anyang Top was a limited liability company organized under the laws of PRC on February 15, 2007.

On April 4, 2007, Origin Orbit acquired 100% of the capital stock of Anyang Prosperous and Anyang Top and thus caused Anyang Prosperous and Anyang Top to become its directly wholly-owned subsidiaries.

As the result, Anyang Prosperous and Anyang Top were changed to wholly foreign owned entities (“WFOE”) pursuant to the PRC laws.

Since their founding, Anyang Prosperous and Anyang Top have been engaged in the business of wholesale and retail sales of CNG and LPG, construction and operation of CNG and LPG filling stations.

Overview of the Business

We are engaged in the business of wholesale and retail sales of CNG and LPG, construction and operation of CNG and LPG filling stations.

Primary Products

Our primary products include Compressed Natural Gas and Liquefied Petroleum Gas

Compressed Natural Gas (“CNG”) is a substitute for gasoline, diesel, or propane fuel. It is considered to be an environmentally "clean" alternative to those fuels and it is much safer than other motor fuels in the event of a fuel spill: natural gas is lighter than air, so it disperses quickly when leaked or spilled. It is made by compressing natural gas (which is mainly composed of methane (CH₄)), to less than 1% of its volume at standard atmospheric pressure. It is stored and distributed in hard containers, at a normal pressure of 200–220 bar (20–22 MPa), usually in cylindrical or spherical shapes to maintain equal pressure on the walls of the containers.

Liquefied Petroleum Gas (“LPG”) is a mixture of hydrocarbon gases used as a fuel in heating appliances and vehicles, and increasingly replacing chlorofluorocarbons as an aerosol propellant and a refrigerant to reduce damage to the ozone layer. LPG is manufactured during the refining of crude oil, or extracted from oil or gas streams as they emerge from the ground.

Our Primary Operations

We carry out three types of primary operations:

(1) Retail sales of CNG and operation of CNG filling stations.

(2) Retail sales of LPG and operation of LPG filling stations.

(3) Wholesale of LPG and CNG.

We are currently operating 10 gas filling stations (4 CNG filling stations and 6 LPG fillinf stations). In addition, we are constructing 3 CNG filling stations and 1 pipe network as of June 30, 2008. We also plan to construct another 11 filling stations including 1 hub station and 10 CNG filling stations. Our stations, including those under construction and planning, are located in 13 cities of 5 provinces. In order to better manage and operate these stations, we have formed 14 subsidiary companies in Shanxi, Shandong, Hebei and Anhui provinces.

We wholesale LPG to customers located in Anyang, Xinxiang and many other cities in northern Henan Province, as well as the cities in Guangdong, Hebei, Hunan, and Shanxi provinces.

Overview of CNG/LPG Industry and Market in China

China’s rapidly growing economy causes the fast increase in demand for energy sources. China’s overall consumption of LPG was increased from 14.843 million ton in 2000 to 21.337 million ton in 2006 (data source: 2007 Chinese LPG Global Conference), growing by 7.8% per year. The overall consumption of CNG was increased from 27.7 billion cubic meter in 2000 to 63.6 billion cubic meter in 2006, growing by 14.8% per year.

Accompanying the stronger desire for more sustainable economic development and the heightened level of environmental consciousness, the use of CNG and LPG, which are viewed as sources of “clean energy”, has been highly encouraged by Chinese government. PRC’s 11^th Five-Year Plan called for the strategic planning on the development of natural gas industry. It is predicated that China’s demand for LPG will continue to grow at the rate of 9.3% annually and reaches 30.5 million ton in year 2010. The domestic production of LPG products is anticipated to reach approximately 20 million ton which is still 10 million ton in short of demand. The demand for CNG will grow at 12% per year and will reach 100 billion cubic meter in year 2010.

China’s Market for Clean Energy-Powered Vehicles

Clean energy-powered vehicles; including CNG/LPG-powered vehicles and hybrid (natural gas/gasoline) powered vehicles are the end customers of our CNG/LPG retail business and filling stations. The rapidly growing number of automobiles running in Chinese urban areas has caused serious air pollution which forced the Chinese government and industries to seek alternatives to the conventional gas-powered vehicles. Natural gas-powered and hybrid powered vehicles, given their advantage in reducing emission and saving energy, have been viewed as clean energy vehicles and are highly favored by Chinese central and local policy makers. Chinese central government adopted various policies, including subsidy programs and tax incentive programs, to encourage the use of clean energy vehicles. At the local level, by the end of 2006, 19 cities have been designated as the key trial cities for the popularization of clean energy vehicles. These 19 cities are Beijing, Shanghai, Tianjin, Chongqing, Sichuan Province, Hainan Province, Xi’an, Urumchi, Changchun, Harbin, Guangzhou, Jinan, Qingdao, Yinchuan, Langfang, Puyang, Shenyang, Lanzhou and Dandong. As a result, more and more natural-gas filling stations were constructed to facilitate the rising demand for natural gas. From 1999 to 2004, the number of natural gas filling stations rose from 130 to 712, representing the annual growth rates at 34.3% and 32.2% for LPG filling stations and CNG filling stations, respectively.

Our Main Customers and Suppliers

As stated above, our primary operations include (1) retail sales of CNG and operation of CNG filling stations; (2) retail sales of LPG and operation of LPG filling stations and (3) wholesale of LPG and CNG.

The customers of our retail CNG/LPG filling stations are the CNG and LPG powered vehicles and hybrid powered vehicles.

The main customers of our LPG and CNG wholesale business are LPG/CNG retailers.

The following table lists the main customers of our LPG/CNG wholesale business, as of May 21, 2008

Name of Client	Turnover （US Dollar）	Proportion of Sales Volume	Intending Duration of Cooperation (Year)

Xincheng LPG of XinXiang	4,802,200	10%	1

Tianyuan Gas Corporation of Shuiye	2,689,900	6%	1

Foshan Gas Company of Guangdong	2,527,300	5%	1

Origin Orbit Gas Ltd. of Anyang	2,313,300	5%	2

Hongzheng LPG Ltd. of Linxian	1,600,700	3%	1

Donggang LPG Station of Tangyin	1,600,700	3%	1

Guangming Gas Corporation of Guangzhou	1,471,800	3%	1

Rongxin Gas Corporation Ltd. of Guangzhou City	1,433,200	3%	1

China Wanxiang Corporation of Xuchang	571,100	1%	2

Anyang Public Transportation Corporation	534,000	1%	2

Total	19,544,200	40%

We had contractual relationship with a number of large and medium-scaled petroleum and chemical companies which secured the stable supply for our CNG and LPG.

The following table lists the main suppliers of our CNG and LPG:

Name of Supplier	Supply amount (US Dollar)	Proportion of supply amount	Intending Duration of Cooperation
China National Petroleum Corporation North China Marketing Company	17,983,900	47.28%	2
Shijiazhuang Refining & Chemical company	9,002,800	23.67%	2
Anyang Jianeng Energy Development CO.,LTD	3,242,100	8.52%	2
China Petroleum & Chemical Corporation Tianjin Marketing Company	2,030,200	5.34%	2
Heng Yuan Xin Trade Corporation of Ltd. Shijiazhuang City	833,800	2.19%	2
Jin Yan Trade Company of Yanshan	772,100	2.03%	2
Hong Da Group Shi Hua Trade Company of Luoyang Petroleum & Chemical Corporation	623,400	1.64%	2
China Petroleum & Chemical Corporation Cangzhou Marketing Company	278,600	0.73%	2
Hekou Jin Long Ltd. of Dongying	224,100	0.59%	1
Total	34,991,000	91.99%

Our Competitors

The main competitors of our CNG and LPG retail business include Xin’Ao Gas Corporation, Xi’an Xilan CNG Co, Ltd., Sino Gas Group Ltd and Zhengzhou Gas Co.

Xin’Ao Gas Co., listed on Hong Kong Stock Exchange, is currently our strongest competitor. As of 2007, it has constructed and operated 45 natural gas-filling stations located in a number of provinces and regions nationwide, such as Beijing, Guangdong, Guangxi, Hebei, Henan, Anhui,and Hunan, ect.

Xi’an Xilan CNG Co, Ltd., listed on OCTBB, has established 28 CNG filling stations, which mainly served Shaanxi Province.

Sino Gas Group Ltd, listed on Hong Kong Stock Exchange, operates 60 filling stations in Beijing, Qingdao, Changchun, and Zhengzhou, etc.

Zhengzhou Gas Co., listed on Hong Kong Stock Exchange, operates 7 filling stations which serve Zhengzhou of Henan Province.

Most of our main competitors have been listed on international stock exchanges. Our current operations were mainly located in second-tier cities in Henan, Shandong, Anhui, and Guangdong provinces.

Insurance

Except that Public Transportation Gas Station, Zhonghua Road Gas Station, and South Middle-Ring Road Gas Station of Anyang Prosperous are under insurance policies, and that the vehicles of Ji’nan Company and the properties of Anyang Top are under insurance policies, no any other properties including gas stations and equipments of Anyang Prosperous and any of its other subsidiaries are under the protection of any insurance policies.

Government Regulations

Fuel service station standards are subject to regulation by the Ministry of Construction, the General Administration of Quality Supervision, and the Bureau of Inspection and Quarantine of the People’s Republic of China. Upon satisfactory inspection of service stations, certificates will be issued.

Various standards must be met for filling stations, including the handling and storage of CNG, tanker handling, and compressor operation. The Local Ministry of Construction and the Gas Field Operation Department of the Municipal Administration Committee regulates these standards. The Municipal Development and Reform Commission, which issues certificates for the handling of dangerous chemical agents, carries out inspections.

Standards for the design and construction of filling stations must conform to GB50156-2202 and technology standard BJJ84-2000

License, Permit and Approval

The businesses of Anyang Prosperous are subject to the administration and supervision of such governmental agencies as Ministry of Construction, the General Administration of Quality Supervision, and State Administration of Work Safe, and their local offices. To date, Anyang Prosperous and Anyang Top have received the following licenses, permits and approvals or otherwise from the aforementioned governmental agencies necessary for their business operations: Business License, Operating Permit for Hazardous Chemicals, Operating Permit of Gas Enterprise, Permit for Installation, Alteration and Maintenance of Special Equipments, Operating Permit of Gas Enterprise, Special Equipment Usage Registration Certificate and Gas Cylinder Filling License.

Transportation and Storage Capability

We have five LPG storage cans, each with 1,000 cubic meter storage capacity and the total storage volume can reach 65,000 tons.

Quality Control Standards and Procedures

Anyang Prosperous has obtained ISO 9000 quality system certification. Pursuant to the National Standard of the People’s Republic of China for LPG (GB11174-1997), we created our own LPG Quality Standard, In and Out Storerooms vehicle Using Gas Standard, Measures for LPG Quality Control, and Quality Services Standard

We attach importance to quality control and ring-to-ring control. We maintain strict quality control and management standards and procedures including “Measures for Calculation”, “Duties and Conference Rules of Gas Quality Analysis Group”, “In-Storeroom Procedure”, “Out-Storeroom Procedure”, “Assay Report Distributing Procedure”, “De-sulfur and Purifying Procedure” and “Gas Company Distributing Procedure”.

Intellectual Property

We do not own any intellectual property rights except for the following trademarks pending registration:

Trade mark	Class	Application No.	Application date	Acceptance date
神州万象（word）	1	5843576	January 12, 2007	July 17, 2007
神州万象（word）	4	5843563	January 12, 2007	July 19, 2007
神州万象（word）	6	5843582	January 12, 2007	July 19, 2007
神州万象（word）	11	5843581	January 12, 2007	July 19, 2007
神州万象（word）	35	5843577	January 12, 2007	July 26, 2007
神州万象（word）	36	5843575	January 12, 2007	August, 14, 2007
神州万象（word）	37	5843568	January 12, 2007	June 26, 2007
神州万象（word）	39	5843569	January 12, 2007	August 14, 2007
神州万象（word）	40	5843570	January 12, 2007	June 19, 2007
神州万象（word）	41	5843571	January 12, 2007	June 19, 2007
神州万象（word）	42	5843578	January 12, 2007	August 14, 2007
神州万象（figure & word）	1	6107239	June 13, 2007	September 18, 2007
神州万象（figure & word）	4	6107238	June 13, 2007	September 18, 2007
神州万象（figure & word）	6	6107237	June 13, 2007	September 18, 2007
神州万象（figure & word）	11	6107236	June 13, 2007	September 18, 2007
神州万象（figure & word）	35	6107235	June 13, 2007	September 18, 2007
神州万象（figure & word）	34	6107234	June 13, 2007	September 18, 2007

Description of Properties

Land:

We do not own any land except that Anyang Prosperous (by its subsidiary located in Shijiazhuang, Hebei Province, PRC) is under the process to acquire a piece of land with an area of 8192 square meters in Yuanshi County, Hebei Province. We have paid the consideration therefor and are going through in the procedure to obtain the ownership title therefor.

Land leased by Anyang Prosperous:

Location	Area(square meter)	Period	Rental (US Dollar)
South Xinnanhuan Road, Pingdingshan City, Henan Province	5 Mu (3335 square meter)	September 15, 2006 - September 15, 2021	4,346.06 per year

North of Nanzhonghuan Road, Anyang City , Henan Province (Nanzhonghuan Road Gas Station)	10 Mu (6667 square meter)	May 1, 2006 – April 30, 2016	5,794.75 per year

Mid East Zhonghuan Road, Anyang City, Henan Province (ZhongHua Road Gas Station)	4 Mu (2668 square meter)	May 1, 2007–May 1, 2012	3,621.72 per year

n/a (Henan Wanli Group) (West Passenger Gas Station)	n/a	June 1, 2007–June 1, 2017	10,140.81 per year

Mid Anlin Avenue, Anyang City, Henan Province (Public Transportation Gas Station)	n/a	May 1, 2006–April 30, 2016	3,187.11 per year

Hanshan District, Handan City, Hebei Province	n/a	January 1, 2007–December 31, 2013	17,384.25 per year

Houses and spaces:

We do not own any house title. We rent spaces for our business operation. Details about the spaces we rent for our business are listed below:

Houses rented by Anyang Prosperous:

Location	Area (square meter)	Period	Rental （US Dollar）
Mid Angang Avenue, Anyang City, Henan Province	150	December 1, 2005—December 31, 2009	15,935.56 totally
51 Yude Road, Hanshan District, Handan City, Hebei Province	n/a (2 rooms)	February 1, 2008—January 31, 2009	131.20 monthly
83 Jingqi Road, Jinan City, Shandong Province	n/a (1 room)	January 26, 2007–January 26, 2009	8,981.86 per year
669 Jingqi Road, Jinan City, Shandong Province	220.30	October 16, 2007–October 16, 2009	8,692.12 pear year
110 Yuejin Road, Zhongzhan District, Jiaozuo City, Henan Province	40	June 19, 2006–June 19, 2008	579.47 per year
626 Yuanfei Road, Weifang City, Shandong Province	n/a (1 room)	January 23, 2007 – January 22, 2008	1,486.35
28 Beihewan, Jianshe Road, Taiyuan City, Shanxi Province	n/a (plant and room)	August 1, 2006 – July 31, 31, 2026	32,595.47 pear year
27 Fl, West Tower of Huayu International Plaza, Taiyuan, Shanxi Province	138.45	August 11, 2007–August 10, 2008	5,794.75 pear year
West St of Jiefang, Changzhi City, Shanxi Province	n/a (fields and 2 rooms)	June 1, 2006–May 31, 2011	June 1, 2006–May 31, 2008: 5794.75 per year; June 1, 2008 – May 31, 2010: 6,519.09 per year; June 1, 2010 – May 31, 2011: 7,243.44 per year
West St of Jiefang, Changzhi City, Shanxi Province	n/a (4 rooms)	March 10, 2007–March 9, 2008	1,738.42per year
8 Fl, Qiantain Plaza, Zhongxing Road, Pingdingshang City, Henan Province	n/a (2 rooms)	January 12, 2007–January 12, 2008	977.86per year
South Avenue, Yangquan City, Shanxi Province	n/a (1 room)	August 1, 2007–July 31, 2017	724.34 per year
42 South Ping’an Avenue, Qiaodong District, Shijiazhuang City, Hebei Province	241.70	August 1, 2007–August 1, 2008	9,585.24 per year
11 Laodong Road, Xuchang City, Henan Province	n/a (3 rooms)	September 1, 2007–August 31, 2008	0.00 (free)
8 Fuwang Road, Fuyang City, Anhui Province	n/a (3 rooms)	November 20, 2007–November 29, 2008	1,390.74per year
36 Ning’an Road, Hi-tech Development Park, Hengshui City, Hebei Province	n/a (1 room)	April 9, 2007--	50.70monthly
1599 Zhonghua Road, Heze City, Shandong Province	52 (2 rooms)	October 10, 2007–October 9, 2008	1,043.05 per year
12 Xingfu Road, Yantai City, Shandong Province	31	December 1, 2007–December 31, 2008	851.10

House rented by Anyang Top:

Location	Area (square meter)	Period	Rental (US Dollar)
Xiliang Village, Anyang, Henan Province	n/a (17 rooms)	March 1, 2007–March 1, 2017	2,098.6 per year

Employees

We have in total 260 staff at present, over 10% of whom have Bachelor or higher degree and many are experts and technicians specialized in different areas.

Management and Technicians

We heavily rely on the skills, abilities and expertise of our management members, executives and top technicians to carry out our operations. Currently, more than 25% of our management personnel have Master or higher degree or medium or higher professional titles.

Management

Wei Wang, Director and Chairman of the Board, Chief Executive Officer, graduated from Henan Provincial Party School. He has worked in petrochemical industry for fifteen years. He had worked successively as the Chairman of the board in Handan, Jinan petrochemical industry and joined Anyang Top in 2007. He is in charge of the integrated business development, management and strategic planning of the company.

Li Wang , Director of the Board, Secretary, Graduated from China Politics and Law University and holding dual Bachelors in Law and Literature. Ms. Wang is the president of Zhenyuan (Canada) International Holding Inc. Meanwhile, Ms. Wang has also acted as the president of Greater Montreal Sino-Canadian Business Centre since 2006. In 2003, Ms. Wang became the president assistant in Zhenyuan Group China, when she participated all oversea cooperation projects, including the cooperation with Australian Forster securities company and the establishment of long-term cooperation relationship with technical and financial companies; the management and participation in financial consultation with Canada Investpro Securities Inc.; and the reorganization of the stocks, the assets of the Chinese private enterprise according to the Canadian financial system. She previously held oversea department manager at China Century H uayu Investment Co., Ltd. (subsidiary of Zhenyuan Group) in 2002, where she managed and participated in all international cooperation projects, such as World Bank EMC project on several enterprises’ loan operation in China Beijing and Wuhan.

Shiming Yu, Director of the Board, Chief Financial Officer, a Chinese Certified Public Accountant, graduated from Changchun Taxation College, Industrial Accounting major. He has worked for more than six years in first-grade large state-owned chemical enterprise concerning the management of cost, investment and financing. Later, he worked as chief financial director for five years in a domestic manufacturing enterprise and also worked in a large-scale domestic accounting firm for five years in auditing. He joined Origin Obit Company in 2007 and is in charge of the integrated financial planning, management, investment and financing work of the company.

None of Wei Wang, Li Wang and Shiming Yu has been involved in any of the following proceeding during the past five years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Research and Development

We do not have our own R&D department. We contracted with Xin He Scientific and Technological Academy to carry out the R&D for us. The academy was established in September, 2004. It focuses on the development of cleaning energy resource and CNG/LPG powered automobile technology, introduces the advanced technological achievement from foreign countries, and conduct trials and tests.

Xin He Scientific and Technological Academy has a team of young and devoted, high-level R&D staff professionals specialized in areas of chemistry, electronics and automobile, etc. Currently, the academy has a twenty staff, including two Senior Engineers and ten medium or senior title holders. After three years’ development, this academy has gradually grown to be a full-fictional research and development institute which supports the sustainable development of our business and operations.

Ever since its establishment, Xin He Scientific and Technological Academy has obtained many awards for its six significant break-through research and six national patents. It also receives funds from Anyang local Government, Henan provincial Government and Denmark National Government; The academy established the core laboratory which successfully introduced the improved technique for home-use of LPG and also invented the fast replacing system for LPG automobile steel cylinders, home and vehicular use of dimethyl ether. Other technologies it has been developed include automobile injection refitting technology, biogas technology, LPG from coal technology.

Legal Proceedings

Currently we are not involved in any pending litigation or legal proceeding.

RISK FACTORS

An investment in our common stock is speculative and involves a high degree of risk and uncertainty. You should carefully consider the risks described below, together with the other information contained in this form 8-K, including the consolidated financial statements and notes thereto of our Company, before deciding to invest in our common stock. The risks described below are not the only ones facing our Company. Additional risks not presently known to us or that we presently consider immaterial may also adversely affect our Company. If any of the following risks occur, our business, financial condition and results of operations and the value of our common stock could be materially and adversely affected.

Risks Related to Our Business

We are dependent on outside suppliers.

We do not own any natural gas field and reserve. We obtain our supplies of natural gas from outside supplier. The ability to deliver our product is dependent on a sufficient supply of natural gas and if we are unable to obtain a sufficient natural gas supply, it could prevent us making deliveries to our customers. While we have supply contracts with our suppliers, we do not control the government owned or other suppliers, nor are we able to control the amount of time and effort they put forth on our behalf. It is possible that our suppliers will not perform as expected, and that they may breach or terminate their agreements with us. Any failure to obtain supplies of natural gas could prevent us from delivering such to our customers and could have a material adverse affect on our business and financial condition.

Changes in the regulatory atmosphere could adversely affect our business.

The distribution of natural gas and operations of filling stations are highly regulated requiring registrations for the issuance of licenses required by various governing authorities in China. In addition, various standards must be met for filling stations including handling and storage of natural gas, tanker handling, and compressor operation which are regulated. The costs of complying with regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.

Our business operations are subject to a high degree of risk and insurance may not be adequate to cover liabilities resulting from accidents or injuries that may occur.

Our operations are subject to potential hazards incident to the gathering, processing, separation and storage of natural gas, such as explosions, product spills, leaks, emissions and fires. These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage, and may result in curtailment or suspension of our operations.

The occurrence of a significant event for which we are not fully insured or indemnified, and/or the failure of a party to meet its indemnification obligations, could materially and adversely affect our operations and financial condition. Moreover, no assurance can be given that we will be able to maintain adequate insurance in the future at rates it considers reasonable. To date, however, we have maintained adequate coverage at reasonable rates and have experienced no material uninsured losses.

We depend on our senior management’s experience and knowledge of the industry and would be adversely affected by the loss of any of our senior managers.

We are dependent on the continued efforts of our senior management team. We do not currently have employment contracts with our senior executives, though we are under effort to establish contractual relationship therewith. If, for any reason, our senior executives do not continue to be active in management, our business, or the financial condition of our Company, our results of operations could be adversely affected. In addition, we do not maintain life insurance on our senior executives and other key employees.

Our inability to fund our capital expenditure requirements may adversely affect our growth and profitability.

Our continued growth is dependent upon our ability to generate more revenue from our existing distribution systems and raise capital from outside sources. We believe that in order to continue to capture additional market share, we will have to raise more capital to fund our business operations. In the future we may be unable to obtain the necessary financing on a timely basis and on acceptable terms, and our failure to do so may adversely affect our financial position, competitive position, growth and profitability. Our ability to obtain acceptable financing at any time may depend on a number of factors, including:
our financial condition and results of operations, the condition of the PRC economy and the natural gas industry in the PRC, and conditions in relevant financial markets in the United States, the PRC and elsewhere in the world.

Risks Related to the People’s Republic of China

China’s economic policies could affect our business.

Substantially all of our assets are located in China and substantially all of our revenue is derived from our operations in China. Accordingly, our results of operations and prospects are subject, to a significant extent, to the economic, political and legal developments in China.

While China’s economy has experienced a significant growth in the past twenty years, growth has been irregular, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of China, but may also have a negative effect on us. For example, our operating results and financial condition may be adversely affected by the government control over capital investments or changes in tax regulations.

The economy of China has been transitioning from a planned economy to a more market-oriented economy. In recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership of productive assets and the establishment of corporate governance in business enterprises; however, a substantial portion of productive assets in China are still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

Capital outflow policies in the People’s Republic of China may hamper our ability to remit income to the United States.

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency outside of the PRC. We receive substantially all of our revenues in Renminbi. Under our current structure, our income is primarily derived from payments from Xi’an Xilan Natural Gas Co. Shortages in the availability of foreign currency may restrict the ability of Xi’an Xilan Natural Gas to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy its foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedura l requirements. However, approval from appropriate government authorities is required in those cases in which Renminbi is to be converted into foreign currency and remitted out of the PRC to pay capital expenses, such as the repayment of bank loans denominated in foreign currencies. The PRC government also may at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

Although we do not import goods into or export goods out of the People’s Republic of China, fluctuation of the RMB may indirectly affect our financial condition by affecting the volume of cross-border money flow.

The value of the RMB fluctuates and is subject to changes in the People’s Republic of China political and economic conditions. Since July 2005, the conversion of RMB into foreign currencies, including USD, has been based on rates set by the People’s Bank of China which are set based upon the interbank foreign exchange market rates and current exchange rates of a basket of currencies on the world financial markets. As of March 13, 2008, the exchange rate between the RMB and the United States dollar was 7.095 RMB to every one USD.

We may face obstacles from the communist system in the People’s Republic of China.

Foreign companies conducting operations in the People’s Republic of China face significant political, economic and legal risks. The Communist regime in the People’s Republic of China, including a stifling bureaucracy may hinder Western investment.

We may have difficulty establishing adequate management, legal and financial controls in The People’s Republic of China.

The People’s Republic of China historically has been deficient in Western style management and financial reporting concepts and practices, as well as in modern banking, computer and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in The People’s Republic of China. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards.

Because our assets and operations are located in China, you may have difficulty enforcing any civil liabilities against us under the securities and other laws of the United States or any state.

We are a holding company, and all of our assets are located in the Republic of China. In addition, our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon these non-residents, or to enforce against them judgments obtained in United States courts, including judgments based upon the civil liability provisions of the securities laws of the United States or any state.

There is uncertainty as to whether courts of the Republic of China would enforce:

Judgments of United States courts obtained against us or these non-residents based on the civil liability provisions of the securities laws of the United States or any state; or

In original actions brought in the Republic of China, liabilities against us or non-residents predicated upon the securities laws of the United States or any state. Enforcement of a foreign judgment in the Republic of China also may be limited or otherwise affected by applicable bankruptcy, insolvency, liquidation, arrangement, moratorium or similar laws relating to or affecting creditors’ rights generally and will be subject to a statutory limitation of time within which proceedings may be brought.

The PRC legal system embodies uncertainties, which could limit law enforcement availability.

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, decided legal cases have little precedence. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past 27 years has significantly enhanced the protections afforded to various forms of foreign investment in China. Each of our PRC operating subsidiaries and affiliates is subject to PRC laws and regulations. However, these laws and regulations change frequently and the interpretation and enforcement involve uncertainties. For instance, we may have to resort to administrative and court proceedings to enforce the legal protection that we are entitled to by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting statutory and contractual terms, it may be difficult to evaluate the outcome of administrative court proceedings and the level of law enforcement that we would receive in more developed legal systems. Such uncertainties, including the inability to enforce our contracts, could affect our business and operation. In addition, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the industries in which we operate, including the promulgation of new laws. This may include changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the availability of law enforcement, including our ability to enforce our agreements with the government entities and other foreign investors.

The admission of China into the World Trade Organization could lead to increased foreign competition.

Provincial and central government authorities regulate the natural gas industry for safety and ensure that all areas receive natural gas service. However, as a result of China becoming a member of the World Trade Organization (WTO), restrictions on foreign investment in the industry may be reduced. With China’s need to meet growth in natural gas demand and the WTO’s requirement for a reduction of restrictions on foreign investment as a condition of membership, such events could lead to increased competition in the natural gas industry.

PRC laws and regulations governing our businesses and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation, we could be subject to sanctions. In addition, changes in such PRC laws and regulations may materially and adversely affect our business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business. We are considered a foreign person or foreign invested enterprise under PRC law. As a result, we are subject to PRC law limitations on foreign ownership of Chinese companies. These laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.

The PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our bus iness operations, which could materially and adversely affect our business, financial condition and results of operations.

We may be adversely affected by complexity, uncertainties and changes in PRC regulation of natural gas business and companies, including limitations on our ability to own key assets.

The PRC government regulates the natural gas industry including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the natural gas industry. These laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be a violation of applicable laws and regulations. The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, natural gas businesses in China, including our business.

Risks Related to Corporate and Stock Matters

Risks related to our common stock

The market price for our common stock may be volatile.

The market price for our common stock is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:

actual or anticipated fluctuations in our quarterly operating results,

announcements of new services by us or our competitors,

changes in financial estimates by securities analysts,

conditions in the energy recycling and saving services market,

changes in the economic performance or market valuations of other companies involved in the same industry,

announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments,

additions or departures of key personnel,

potential litigation, or

conditions in the market.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Shareholders could experience substantial dilution.

We may issue additional shares of our capital stock to raise additional cash for working capital. If we issue additional shares of our capital stock, our shareholders will experience dilution in their respective percentage ownership in the company.

We have no present intention to pay dividends.

Neither during the preceding two fiscal years nor during the year ended December 31, 2007 did we pay dividends or make other cash distributions on our common stock, and we do not expect to declare or pay any dividends in the foreseeable future. We intend to retain any future earnings for working capital and to finance current operations and expansion of our business.

A large portion of our common stock is controlled by a small number of shareholders.

A large portion of our common stock is held by a small number of shareholders. As a result, these shareholders are able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions including business combinations. In addition, the occurrence of sales of a large number of shares of our common stock, or the perception that these sales could occur, may affect our stock price and could impair our ability to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership of our common stock reduce the public float and liquidity of our common stock which can in turn affect the market price of our common stock.

We may be subject to "penny stock" regulations.

The Securities and Exchange Commission, or SEC, has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and t he nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and our sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. T hese additional sales practice and disclosure requirements could impede the sale of our securities. Whenever any of our securities become subject to the penny stock rules, holders of those securities may have difficulty in selling those securities.

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

Overview

The following discussion is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance and should be read in conjunction with the financial statements included in this Current Report on Form 8-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward looking statements as a result of any number of factors, including those set forth under the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K.

Factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include without limitation:

1. Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

2. Our ability to generate customer demand for our products;

3. The intensity of competition; and

4. General economic conditions.

All written and oral forward-looking statements made in connection with this Form 8-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Our Business

We are engaged in the business of retail sales and wholesale of CNG and LPG, construction and operation of CNG and LPG filling stations.

We carry out three types of primary operations: (1) retail sales of CNG and operation of CNG filling stations; (2) retail sales of LPG and operation of LPG filling stations; (3) wholesale of LPG and CNG.

Results of Operations

The “Results of Operations” discussed in this section merely reflect the information and results of Origin Orbit for the period from December 13, 2006 (date of incorporation) to December 31, 2006 and for the year ended December 31, 2007.

Revenues

Historical Financial Information for the period from December 13, 2006 (date of incorporation) to December 31, 2006 and for the year ended December 31, 2007(unit: US Dollar $)

Items	For the period ended December 31, 2006	For the year ended December 31, 2007
Revenue	-	38,502,350
Net (loss) income	(292)	1,242,327
Net Income Margin	N/A	3.23%

As mentioned above, Origin Orbit acquired Anyang Prosperous and Anyang Top on April 4, 2007. Prior to these acquisitions, Origin Orbit does not have any business.

Historical Revenues Breakdown by Region for the period from December 13, 2006 (date of incorporation) to December 31, 2006 and for the year ended December 31, 2007 (unit: US Dollar)

	Period ended December 31, 2006	Percentage	Year ended December 31,2007	Percentage
Henan Province	0	N/A	21,570,165	56.02%
Shanxi Province	0	N/A	455,452	1.18%
Hebei Province	0	N/A	3,857,984	10.02%
Shandong Province	0	N/A	4,289,360	11.14%
Hunan Province	0	N/A	622,367	1.62%
Guangdong Province	0	N/A	7,707,022	20.02%
Total	0	N/A	38,502,350	100.00%

Historical Revenues Breakdown by Products for the period from December 13, 2006 (date of incorporation) to December 31, 2006 and for the year ended December 31, 2007 (unit:US Dollar)

Items	Period ended December 31, 2006	Percentage	Year ended December 31, 2007	Percentage
CNG retail	0	N/A	1,214,115	3.15%
CNG wholesale	0	N/A	169,685	0.44%
LPG retail	0	N/A	4,424,481	11.49%
LPG wholesale	0	N/A	31,756,431	82.48%
Others	0	N/A	987,638	2.44%
Total	0	N/A	38,502,350	100.00%

Gross Margin

Table 7.4 Gross profit ratio of the leading products in 2006 and 2007

Items	2006	2007
Gross Main	N/A	18%
CNG retail	N/A	49%
CNG wholesale	N/A	3%
LPG retail	N/A	15%
LPG wholesale	N/A	7%

Historical Profit & Loss for the period from December 13, 2006 to December 31, 2006 and the year ended December 31, 2007

		For the year ended Dec 31 2007		For the period From Dec 13, 2006 to Dec 31 2006

NET SALES	$	38,502,350	$	0

Cost of sales		(34,471,783)		0

GROSS PROFIT		4,030,567		0

Selling expenses		(1,762,422)		0
General and administrative expenses		(638,031)		(292)

Income (loss) from operations		1,630,114		(292)

Investment income		214,290		0
Other income (expenses), net		178,654		0
Finance costs, net		(48,925)		0

Income (loss) before income tax and minority interests		1,974,133		(292)

Provision for income tax		(731,269)		0

Income (loss) before minority interests		1,242,864		(292)

Minority interests		(537)		0

NET INCOME (LOSS)	$	1,242,327	$	(292)

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		38,563		76

TOTAL COMPREHENSIVE INCOME (LOSS)	$	1,280,890	$	(216)

Historical Profit & Loss in percentage form for the period from December 13, 2006 to December 31, 2006 and the year ended December 31, 2007

		For the year ended Dec 31 2007		For the period from Dec 13, 2006 to Dec 31 2006

NET SALES	$	38,502,350	$	0

Cost of sales		89.53%		N/A

GROSS PROFIT		10.47%		N/A

Selling expenses		4.58%		N/A
General and administrative expenses		1.66%		N/A

Income from operations		4.23%		N/A

Investment income		0.56%		N/A
Other income, net		0.46%		N/A
Finance costs, net		0.12%		N/A

Income before income tax and minority interests		5.13%		N/A

Provision for income tax		1.90%		N/A

Income before minority interests		3.23%		N/A

Minority interests		0.00%		N/A

NET INCOME	$	3.23%		N/A

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		0.10%		N/A

TOTAL COMPREHENSIVE INCOME	$	3.33%		N/A

Costs of Goods Sold

The company’s cost of goods sold for the year ended December 31, 2007 was $34,471,783, representing 89.53% of total revenue whereas there was no cost of goods sold for the period ended December 31, 2006 because the company did not commence its main business during the period ended December 31, 2006.

Raw Material Procurement

We were able to maintain relatively low purchase price even given the strong fluctuation of LPG price in 2007.

Average Price of Raw Material in 2006 and 2007(tax free)

Year

Retail LPG（per ton）

Wholesale LPG

（per ton）

CNG（per cube）

2006

N/A

2007

578.49

673.42

0.26

Gross Profit Margin

The gross profit margin for the year ended December 31, 2007 was 10.47%.

Selling Expenses

Selling expenses for the year ended December 31, 2007 mainly included the salaries of sales personnel and transportation cost. In 2007, selling expenses amounted to $1,762,422, representing 4.58% of total revenue. The retail business sells its product through its own retail outlets whereas the wholesale business sells its product in the domestic market through direct distribution. The selling expense mainly covers the equipment cost of storage and the salaries of sales personnel.

Selling Expenses-Transportation Cost

The major component of selling expenses is transportation cost. The company mainly uses tank trucks to transport its products. In 2007, the transportation cost amounted to approximately $ 1,225,000. .

General and Administrative Expenses

The general and administrative expenses for the year ended December 31, 2007, mainly included the salary and welfare of the management personnel and office related expenses, were $638,031, which accounted for 1.66% of total revenue.

Finance Costs

The financial expenses mainly consisted of interest expenses and bank charges and were $48,925, representing 0.12% of total revenue.

As of December 31, 2007, Origin Orbit did not borrow money from any financial institution in China.

Tax Rate

The corporate income tax rate in 2007 is 33% whereas the value added tax (VAT) rate in 2007 is 13%.

Foreign Currency Translation Adjustment

The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the consolidated financial statements were as follows:

	December 31, 2007	December 31, 2006
Balance sheet items, except for the registered and paid-up capital and retained earnings	US$1:RMB7.3046	US$1:RMB7.8087
Amounts included in the statements of operations, changes in stockholders’ equity and cash flows	US$1:RMB7.5319	US$1:RMB7.9735

Net Incomes

The net income for the year ended December 31, 2007 was $1,242,327 and the net income margin was 3.23% that was attributable by the low profit margin of the LPG wholesale business.

Account Receivable

Account receivable balance as of December 31, 2007 and 2006 was $520,116 and nil, respectively. The average turnover rate of account receivable is 4.9 days.

Liquidity and Capital Resources

As of December 31, 2007, cash and bank balances were $1,049,768, which accounted for 5.39% of total assets. The inventories as of December 31, 2007 were $1,163,343. For the year ended December 31, 2007, the company generated net cash flow of $229,261 from operating activities whereas net cash used in investing activities was $4,982,926. Net cash provided from financing activities amounted to $5,905,795. As a result, net cash increased by $1,049,768 for the year ended December 31, 2007.

Management

Li Wang , Director of the Board, Secretary, Graduated from China Politics and Law University and holding dual Bachelors in Law and Literature. Ms. Wang is the president of Zhenyuan (Canada) International Holding Inc. Meanwhile, Ms. Wang has also acted as the president of Greater Montreal Sino-Canadian Business Centre since 2006. In 2003, Ms. Wang became the president assistant in Zhenyuan Group China, when she participated all oversea cooperation projects, including the cooperation with Australian Forster securities company and the establishment of long-term cooperation relationship with technical and financial companies; the management and participation in financial consultation with Canada Investpro Securities Inc.; and the reorganization of the stocks, the assets of the Chinese private enterprise according to the Canadian financial system. She previously held oversea department manager at China Cen tury Huayu Investment Co., Ltd. (subsidiary of Zhenyuan Group) in 2002, where she managed and participated in all international cooperation projects, such as World Bank EMC project on several enterprises’ loan operation in China Beijing and Wuhan.

None of Wei Wang, Li Wang and Shiming Yu has been involved in any of the following proceeding during the past five years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Family Relationships

There is no family relationship between any of our directors or executive officers and any other directors or executive officers.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Executive Compensation

The Company’s executive officers hold the same position with Origin Orbit. The Company’s executive officers currently does not receive any compensation for serving as executive officer of the Company, but is compensated by and through Origin Orbit. The following table sets forth information concerning cash and non-cash compensation paid by Origin Orbit to its Chief Executive Officer, Chief Financial Officer and Secretary as of December 31, 2007 and June 30, 2008. No executive officer of the Company received compensation in excess of $100,000 for any of those periods.

Name and	Period	Salary	Bonus	Stock	Non-Equity	Non-	All Other	Total ($)
Principal	Ended	($)	($)	Awards	Incentive Plan	Qualified	Compensation
Position					Compensation	Deferred	($)
					(S)	Compensation
						Earnings ($)
Wei Wang	12/31/2007	554 per	–	–	–	–	–	554 per
CEO		month						month
	06/30/2008	554 per	–	–	–	–	–	554 per
		month						month

Li Wang	12/31/2007	–	–	–	–	–	–	–
Secretary	06/30/2008	–	–	–	–	–	–	–

Shiming Yu	12/31/2007	554 per	–	–	–	–	–	554 per
CFO		month						month
	06/30/2008	554 per	–	–	–	–	–	554 per
		month						month

Director Compensation

The directors of the Company have not received compensation for their services as directors nor have they been reimbursed for expenses incurred in attending board meetings.

Ownership Structure and Principal Shareholders

The following table sets forth certain information as of June 30, 2008, with respect to the beneficial ownership of our Common Stock, the sole outstanding class of our voting securities, by (i) any person or group owning more than 5% of each class of voting securities, (ii) each director, (iii) each executive officer named in the Summary Compensation Table in the section entitled “Executive Compensation” below and (iv) all executive officers and directors as a group.

As of June 30, 2008, upon the consummation of the Share Exchange Transaction described under Item 1.01, an aggregate of 12,000,000 shares of our Common Stock were issued and outstanding.

In determining the percent of Common Stock owned by a person on June 30, 2008, we divided (a) the number of shares of Common Stock beneficially owned by such person, by (b) the sum of the total shares of Common Stock outstanding on June 30, 2008.

Name and Address of Beneficial Owners (1) (2)	Amount and Nature of Beneficial Ownership	Percent of Class

Directors and Executive Officers
Wei Wang	0	0%
Li Wang	0	0%
Shiming Yu	0	0%
Greater Than 5% Shareholders
Oracular Dragon Capital Company, Ltd.	10,389,231 (3)	86.6%
All officers and directors as a group (3 persons)	0	0%

(1)

Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power or as to which such person has the right to acquire such voting and/or investment power within 60 days.

(2)

Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares.

(3)

Upon the consummation of the Share Exchange Transaction and acquisition of Origin Orbit as described under Item 1.01, Company issued Oracular Dragon 5,865,000 shares of common stock of the Company. As the result, Oracular Dragon owns a total 10,389,231 shares of common stock of the Company representing 86.6 % of the total issued and outstanding shares of common stock of Company.

Related Person Transactions

As described under Item 1.01, on June 30, 2008, the Company entered a share exchange agreement ("Share Exchange Agreement”) under which the Company issued 5,865,000 shares of its common stock, par value $ 0.00001, to Oracular Dragon, the sole shareholder of Origin Orbit in exchange for all the issued and outstanding shares of Origin Orbit. Prior to the Share Exchange Transaction, Oracular Dragon was the shareholder of 4,524,231shares of the Company’s common stock, representing a controlling ownership of our issued and outstanding shares. Oracular Dragon acquired the 4,524,231 shares of Company from the former shareholders of the Company through the Affiliate and Non-Affiliate Stock Purchase Transactions consummated on June 19, 2008, the details of which have been disclosed on the Form 8-K Current Report filed on June 20, 2008. The Share Exchange Transaction and Stock Purchase Transactio ns, combined together, were a series of transactions that ensured the Company to acquire 100% of the beneficial ownership interest in Origin Orbit.

Description of Securities

Common Stock

Our authorized capital stock consists of 75,000,000 shares of common stock, $0.00001 par value per share. The holders of our common stock:

have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

As of June 30, 2008, a total of 12,000,000 shares of common stock are issued and outstanding.

Market for Common Stock and Related Shareholder Matters

Our common stock is quoted on Over the Counter Bulletin Board (“OTCBB”) under the symbol AOPM. As of June 30, 2008, the market price of our stock was $ 1.01.

Penny Stock Regulations

The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell the our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

Transfer Agent

Our stock transfer agent for our securities is:
Island Stock Transfer
100 Second Avenue South, Suite 104N,
St. Petersburg, Florida
Telephone: 727-289-0010.

Indemnification of Directors and Officers

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the office or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission (the “SEC”), located on 100 F Street NE, Washington, D.C. 20549, Current Reports on Form 8-K, Quarterly Reports on form 10-Q, Annual Reports on Form 10-K, and other reports, statements and information as required under the Securities Exchange Act of 1934, as amended.

The reports, statements and other information that we have filed with the SEC may be read and copied at the Commission's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

The SEC maintains a web site (HTTP://WWW.SEC.GOV.) that contains the registration statements, reports, proxy and information statements and other information regarding registrants that file electronically with the SEC such as us. You may access our SEC filings electronically at this SEC website. These SEC filings are also available to the public from commercial document retrieval services.

Item 3.02 Unregistered Sales of Equity Securities

Oracular Dragon is a company organized under the laws of British Virgin Islands and has its principal place of business in the People’s Republic of China. Oracular Dragon is neither a U.S Person, as such term is defined in Rule 902(k) of Regulation S, nor is it located within the United States. The 5,865,000 shares of common stock that Company issued to Oracular Dragon are “restricted shares” which have not been registered with SEC and the resale of which must be made in accordance with Regulation S, Rule 144, the registration requirements of the Securities Act of 1933 or an available exemption.

Item 5.06 Change in Shell Company Status

Upon the acquisition of Origin Orbit and its subsidiaries Anyang Prosperous and Anyang Top, the Company ceased being a “shell company” as that term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Effective June 30, 2008, we also ceased all the exploration and mining business and operations.

Item 9.01 Financial Statement and Exhibits.

(a)

Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), the financial statements of Origin Orbit (the business acquired) are filed with this Current Report on Form 8-K as Exhibits 99.1, and 99.2.

(b)

Pro Forma Financial Information. The unaudited pro forma that combined the consolidated financial statements of the Company and Origin Orbit are filed with this Current Report on Form 8-K as Exhibit 99.3

(d)

Exhibits.

Exhibit 10.1	Share Exchange Agreement, dated June 30, 2008, between Company and Oracular Dragon Capital Company, Ltd.
Exhibit 99.1	Audited consolidated financial statements of Origin Orbit for the year ended December 31, 2007 and the period from December 13, 2006 (date of incorporation) to December 31, 2006
Exhibit 99.2	Unaudited consolidated financial statements of Origin Orbit as of March 31, 2008
Exhibit 99.3	Unaudited pro forma of the combined consolidated financial statements of the Company and Origin Orbit

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.

Date: June 30, 2008	ACROPOLIS PRECIOUS METALS, INC.

	/s/Wei Wang
	Wei Wang
	Chief Executive Officer, Chairman of the Board

EX-10.1 2 acrop063008exh101.htm EXHIBIT 10.1 Acropolis Precious Metals, Inc.: Exhibit 10.1

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT, dated June 30, 2008 (“Agreement”) is entered by and among Origin Orbit Green Resource Company, Ltd. (“Origin Orbit”), a limited liability company organized under the laws of British Virgin Islands, Acropolis Precious Metals, Inc. (“AOPM”), a Nevada corporation and the Oracular Dragon Capital Company, Ltd., the sole shareholders of Origin Orbit, (“Oracular Dragon”).

WHEREAS, Oracular Dragon owns 100% of the issued and outstanding shares of common stock of Origin Orbit (the "Origin Orbit Shares");

WHEREAS, Oracular Dragon believes that it is in its best interests to exchange the Origin Orbit Shares for 5,865,000 shares of common stock of AOPM, par value $ 0.00001 per share (“AOPM Shares”), and AOPM believes it is in its best interests to acquire the Origin Orbit Shares in exchange for AOPM Shares, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, it is the intention of the parties that: (i) AOPM shall acquire 100% of the Origin Orbit Shares in exchange solely for the AOPM Shares set forth herein; (ii) said exchange of shares shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”); and (iii) said exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date of this Agreement (the “Securities Act”).

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I

EXCHANGE OF SHARES FOR COMMON STOCK

Section 1.1

Agreement to Exchange Origin Orbit Shares for AOPM Shares. On the Closing Date (as hereinafter defined) and subject to the terms and conditions set forth in this Agreement, Oracular Dragon shall sell, assign, transfer, convey and deliver the Origin Orbit Shares (representing 100% of the issued and outstanding Origin Orbit Shares), to AOPM, and AOPM shall accept the Origin Orbit Shares from the Oracular Dragon in exchange for the issuance to the Oracular Dragon a total of 5,865,000 shares of AOPM Shares as set forth opposite to the names of the Oracular Dragon on Exhibit A hereto.

Section 1.2

Capitalization. On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, AOPM shall have authorized (a) 75,000,000 shares of Common Stock, par value $ 0.00001 per share, of which 6,135,000 shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid.

Section 1.3

Closing. The closing of the exchange to be made pursuant to this Agreement (“Closing”) shall take place at 10:00 a.m. E.S.T. on the day when the conditions to closing set forth in Articles V and VI have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing but no later than June 30, 2008 (“Closing Date”) at the place mutually designated by both parties. At the Closing, Oracular Dragon shall deliver to AOPM the stock certificates representing 100% of the Origin Orbit Shares, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank. In full consideration and exchange for the Origin Orbit Shares and payment, AOPM shall issue and exchange with Oracular Dragon 5,865,000 shares of common stock of AOPM.

Section 1.4

Tax Treatment. The exchange described herein is intended to comply with Section 368(a)(1)(B) of the Code, and all applicable regulations thereunder. In order to ensure compliance with said provisions, the parties agree to take whatever steps may be necessary, including, but not limited to, the amendment of this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF AOPM

AOPM hereby, jointly and severally, represents, warrants and agrees as follows:

Section 2.1

Corporate Organization

a. AOPM is a corporation duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite corporate power and authority to own its properties and assets and to conduct its business and is duly qualified to do business in good standing in each jurisdiction in which the nature of the business conducted by AOPM or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of AOPM (a "AOPM Material Adverse Effect");

b. Copies of the Articles of Incorporation and By-laws of AOPM, with all amendments thereto to the date hereof, have been furnished to Origin Orbit and the Oracular Dragon, and such copies are accurate and complete as of the date hereof. The minute books of AOPM are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of AOPM from its date of incorporation to the date of this Agreement, and adequately reflect all material actions taken by the Board of Directors and shareholders of AOPM.

Section 2.2

Capitalization of AOPM. The authorized capital stock of AOPM consists of (a) 75,000,000 shares of Common Stock, par value $0.00001 per share, of which 6,135,000 shares are issued and outstanding, all of which are duly authorized, validly issued and fully paid. The parties agree that they have been informed of the issuances of these AOPM Shares, and that all such issuances of AOPM Shares pursuant to this Agreement will be in accordance with the provisions of this Agreement. All of the AOPM Shares to be issued pursuant to this Agreement have been duly authorized and will be validly issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof and in each instance, have been issued in accordance with the registration requirements of applicable securities laws or an exemption therefrom. As of the date of this Agreement there are no outstanding options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued or treasury shares of capital stock of AOPM.

Section 2.3

Subsidiaries and Equity Investments. AOPM has no subsidiaries or equity interest in any corporation, partnership or joint venture.

Section 2.4

Authorization and Validity of Agreements. AOPM has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and upon the execution and delivery by Origin Orbit and the Oracular Dragon and the performance of their obligations herein, will constitute, a legal, valid and binding obligation of AOPM. The execution and delivery of this Agreement by AOPM and the consummation by AOPM of the transactions contemplated hereby have been duly authorized by all necessary corporate action of AOPM, and no other corporate proceedings on the part of AOPM are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

Section 2.5

No Conflict or Violation. The execution, delivery and performance of this Agreement by AOPM do not and will not violate or conflict with any provision of its Articles of Incorporation or By-laws, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which AOPM is a party or by which it is bound or to which any of their respective properties or assets is subject, nor will it result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of AOPM, nor will it result in the cancellation, modifi cation, revocation or suspension of any of the licenses, franchises, permits to which AOPM is bound.

Section 2.6

Consents and Approvals. No consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation, is required in connection with the execution and delivery of this Agreement by AOPM or the performance by AOPM of its obligations hereunder.

Section 2.7

Absence of Certain Changes or Events. Since its inception:

As of the date of this Agreement, AOPM does not know or have reason to know of any event, condition, circumstance or prospective development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects, net income or financial condition of AOPM;

there has not been any declaration, setting aside or payment of dividends or distributions with respect to shares of capital stock of AOPM; and

there has not been an increase in the compensation payable or to become payable to any director or officer of AOPM.

Section 2.8

Disclosure. This Agreement and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of AOPM in connection with the transactions contemplated by this Agreement, 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.

Section 2.9

Financial Statements. The audited balance sheet of AOPM at January 31, 2008 and April 30, 2008 and the un-audited balance sheet of AOPM at December 31, 2007 and March 31, 2008 and related statements of operations, cash flow and shareholders' equity (“AOPM Financial Statements”) fairly present in all material respects the financial position of AOPM as of the respective dates thereof, and the other related statements included therein fairly present in all material respects the results of operations, changes in shareholders' equity and cash flows of AOPM for the respective periods or as of the respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Section 2.10

Absence of Changes; No Undisclosed Liabilities. Except as disclosed in its Form 10-K for fiscal year ended January 31, 2008 and Form 10-Q for fiscal quarter ended April 30, 2008, AOPM has not incurred any liability material to AOPM on a consolidated basis, except in the ordinary course of its business, consistent with past practices; suffered a change, or any event involving a prospective change, in the business, assets, financial condition, or results of operations of AOPM which has had, or is reasonably likely to have, individually or in the aggregate, a AOPM Material Adverse Effect, (other than as a result of changes or proposed changes in federal or state regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles, and changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by AOPM to Origin Orbit pursuant hereto); or subsequent to the date hereof, con ducted its business and operations other than in the ordinary course of business and consistent with past practices. AOPM has no liability (and AOPM is not aware of any basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rising to any liability which individually or is in the aggregate are reasonably likely to have a AOPM Material Adverse Effect on AOPM) except for (a) liabilities set forth on the face of the most recent balance sheet included in the AOPM Financial Statements, and (b) liabilities which have arisen after the date of such balance sheet in the ordinary course of business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, tort, infringement, or violation of law).

Section 2.11

Litigation. There is no action, suit, proceeding or investigation pending or threatened against the Company or any subsidiary that may affect the validity of this Agreement or the right of AOPM to enter into this Agreement or to consummate the transactions contemplated hereby.

Section 2.12

Securities Laws. AOPM has complied in all material respects with applicable federal and state securities laws, rules and regulations, including the Sarbanes Oxley Act of 2002, as such laws, rules and regulations apply to AOPM and its securities; and (b) all shares of capital stock of the Company have been issued in accordance with applicable federal and state securities laws, rules and regulations. There are no stop orders in effect with respect to any of the Company’s securities.

Section 2.13

Tax. AOPM has paid all taxes due to date, if any.

Section 2.14

34 Act Reports. None of AOPM’s filings with the SEC, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading, in light of the circumstances in which they were made.

Section 2.15

Market Makers. AOPM has one market makers in its Common Stock.

Section 2.16

Survival. Each of the representations and warranties set forth in this Article II shall be deemed represented and made by AOPM at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ORIGIN ORBIT AND ORACULAR DRAGON

Origin Orbit and Oracular Dragon, severally, represent, warrant and agree as follows:

Section 3.1

Corporate Organization.

Origin Orbit is duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has all requisite corporate power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do business, is in good standing in each jurisdiction wherein the nature of the business conducted by Origin Orbit or the ownership or leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of Origin Orbit (a “Origin Orbit Material Adverse Effect”). As of the date of this Agreement, Origin Orbit owns 100% of the issued and outstanding equity or voting interests in Anyang Shenzhou Wanxiang Energy Technology Development Co., Ltd. and Anyang Ruineng Clean Energy Co., Ltd (“Or igin Orbit Subsidiaries”). Origin Orbit Subsidiaries are duly organized, validly existing and in good standing under the laws of the Peoples’ Republic of China (“PRC”) and have all requisite corporate power and authority to own their properties and assets and to conduct their business as now conducted and are duly qualified to do business, are in good standing in each jurisdiction wherein the nature of the business conducted by Origin Orbit Subsidiaries or the ownership or leasing of their properties makes such qualification and being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results of operation of Origin Orbit Subsidiaries (a "Origin Orbit Subsidiaries Material Adverse Effect")

Copies of the Certificate of Incorporation and By-laws of Origin Orbit with all amendments thereto to the date hereof, have been furnished to AOPM, and such copies are accurate and complete as of the date hereof. The minute books of Origin Orbit are current as required by law, contain the minutes of all meetings of the Board of Directors and shareholders of Origin Orbit, and adequately reflect all material actions taken by the Board of Directors, shareholders of Origin Orbit.

Section 3.2

Authorization and Validity of Agreements. Origin Orbit has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Origin Orbit and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Origin Orbit are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Oracular Dragon has approved this Agreement on behalf of Origin Orbit and no other stockholder approvals are required to consummate the transactions contemplated hereby. Oracular Dragon is competent to execute this Agreement, and has the power to execute and perform this Agreement. No other proceedings on the part of Origin Orbit or Oracular Dragon are necessary to authorize this Agreement or to consummate the tr ansactions contemplated hereby.

Section 3.3

No Conflict or Violation. The execution, delivery and performance of this Agreement by Origin Orbit or Oracular Dragon does not and will not violate or conflict with any provision of the constituent documents of Origin Orbit, and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or regulatory authority, nor violate, result in a breach of or constitute (with due notice or lapse of time or both) a default under or give to any other entity any right of termination, amendment, acceleration or cancellation of any contract, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which Origin Orbit or Oracular Dragon is a party or by which it is bound or to which any of its respective properties or assets is subject, nor result in the creation or imposition of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of Origin Or bit or Oracular Dragon, nor result in the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which Origin Orbit or Oracular Dragon is bound.

Section 3.4

Investment Representations. (a) The AOPM Shares will be acquired hereunder solely for the account of the Oracular Dragon, for investment, and not with a view to the resale or distribution thereof. Oracular Dragon understands and is able to bear any economic risks associated with such investment in the AOPM Shares. Oracular Dragon has had full access to all the information such shareholder considers necessary or appropriate to make an informed investment decision with respect to the AOPM Shares to be acquired under this Agreement. Oracular Dragon further has had an opportunity to ask questions and receive answers from AOPM’s directors regarding AOPM and to obtain additional information (to the extent AOPM’s directors possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to such shareholder or to which such shareholder had access. Oracular Dragon is at the time of the offer and execution of this Agreement, either domiciled and resident outside the United States (a “Non-U.S. Shareholder”) and or is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act).

(b) No Non-U.S. Shareholder, nor any affiliate of any Non-U.S. Shareholder, nor any person acting on behalf of any Non-U.S. Shareholder or any behalf of any such affiliate, has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the AOPM Shares, including, but not limited to, effecting any sale or short sale of securities through any Non-U.S. Shareholder or any of affiliate of any Non-U.S. Shareholder prior to the expiration of any restricted period contained in Regulation S promulgated under the Securities Act (any such activity being defined herein as a “Directed Selling Effort”). To the best knowledge of the Non-U.S. Shareholders, this Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Securities Act, and the AOPM Shares are being acquired for investment purposes by the Non-U.S. Shareholders. The Non-U.S. Shareholder agrees that all offers and sales of AOPM Shares from the date hereof and through the expiration of the any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Securities Act. Neither any Non-U.S. Shareholder nor the representatives of any Non-U.S. Shareholder have conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and no Non-U.S. Shareholder nor any representative of any Non-U.S. Shareholder will engage in any such Directed Selling Effort within the United States through the expiration of any restricted period set forth in Rule 903 of Regulation S.

Section 3.5

Brokers’ Fees. Oracular Dragon has no liability to pay any fees or commissions or other consideration to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

Section 3.6

Disclosure. This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of Origin Orbit or the Oracular Dragon in connection with the transactions contemplated by this Agreement, 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.

Section 3.7

Survival. Each of the representations and warranties set forth in this Article III shall be deemed represented and made by Origin Orbit and the Oracular Dragon at the Closing as if made at such time and shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.

ARTICLE IV

COVENANTS

Section 4.1

Certain Changes and Conduct of Business.

From and after the date of this Agreement and until the Closing Date, AOPM shall conduct its business solely in the ordinary course consistent with past practices and, in a manner consistent with all representations, warranties or covenants of AOPM, and without the prior written consent of Origin Orbit will not, except as required or permitted pursuant to the terms hereof:

make any material change in the conduct of its businesses and/or operations or enter into any transaction other than in the ordinary course of business consistent with past practices;

ii.

make any change in its Articles of Incorporation or By-laws; issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;

iii.

incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof, except pursuant to transactions in the ordinary course of business consistent with past practices, or issue any securities convertible or exchangeable for debt or equity securities of AOPM;

iv.

make any sale, assignment, transfer, abandonment or other conveyance of any of its assets or any part thereof, except pursuant to transactions in the ordinary course of business consistent with past practice;

subject any of its assets, or any part thereof, to any lien or suffer such to be imposed other than such liens as may arise in the ordinary course of business consistent with past practices by operation of law which will not have a AOPM Material Adverse Effect;

vi.

acquire any assets, raw materials or properties, or enter into any other transaction, other than in the ordinary course of business consistent with past practices;

vii.

enter into any new (or amend any existing) employee benefit plan, program or arrangement or any new (or amend any existing) employment, severance or consulting agreement, grant any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or grant any increase in the compensation payable or to become payable to any employee, except in accordance with pre-existing contractual provisions or consistent with past practices;

viii.

make or commit to make any material capital expenditures;

ix.

pay, loan or advance any amount to, or sell, transfer or lease any properties or assets to, or enter into any agreement or arrangement with, any of its affiliates;

guarantee any indebtedness for borrowed money or any other obligation of any other person;

xi.

fail to keep in full force and effect insurance comparable in amount and scope to coverage maintained by it (or on behalf of it) on the date hereof;

xii.

take any other action that would cause any of the representations and warranties made by it in this Agreement not to remain true and correct in all material aspect;

xiii.

make any material loan, advance or capital contribution to or investment in any person;

xiv.

make any material change in any method of accounting or accounting principle, method, estimate or practice;

xv.

settle, release or forgive any claim or litigation or waive any right;

xvi.

commit itself to do any of the foregoing.

From and after the date of this Agreement, Origin Orbit will cause Origin Orbit Subsidiaries to:

continue to maintain, in all material respects, its properties in accordance with present practices in a condition suitable for its current use;

ii.

file, when due or required, federal, state, foreign and other tax returns and other reports required to be filed and pay when due all taxes, assessments, fees and other charges lawfully levied or assessed against it, unless the validity thereof is contested in good faith and by appropriate proceedings diligently conducted;

iii.

continue to conduct its business in the ordinary course consistent with past practices;

iv.

keep its books of account, records and files in the ordinary course and in accordance with existing practices; and

continue to maintain existing business relationships with suppliers.

Section 4.2

Access to Properties and Records. Origin Orbit shall afford AOPM’s accountants, counsel and authorized representatives, and AOPM shall afford to Origin Orbit's accountants, counsel and authorized representatives full access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement) to all of such parties’ properties, books, contracts, commitments and records and, during such period, shall furnish promptly to the requesting party all other information concerning the other party's business, properties and personnel as the requesting party may reasonably request, provided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of or the conditions to the obligations of any party.

Section 4.3

Negotiations. From and after the date hereof until the earlier of the Closing or the termination of this Agreement, no party to this Agreement nor its officers or directors (subject to such director's fiduciary duties) nor anyone acting on behalf of any party or other persons shall, directly or indirectly, encourage, solicit, engage in discussions or negotiations with, or provide any information to, any person, firm, or other entity or group concerning any merger, sale of substantial assets, purchase or sale of shares of capital stock or similar transaction involving any party. A party shall promptly communicate to any other party any inquiries or communications concerning any such transaction which they may receive or of which they may become aware of.

Section 4.4

Consents and Approvals. The parties shall:

use their reasonable commercial efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental and regulatory authorities, domestic and foreign, and of all other persons, firms or corporations required in connection with the execution, delivery and performance by them of this Agreement; and

ii.

diligently assist and cooperate with each party in preparing and filing all documents required to be submitted by a party to any governmental or regulatory authority, domestic or foreign, in connection with such transactions and in obtaining any governmental consents, waivers, authorizations or approvals which may be required to be obtained connection in with such transactions.

Section 4.5

Public Announcement. Unless otherwise required by applicable law, the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.

Section 4.6

Stock Issuance. From and after the date of this Agreement until the Closing Date, AOPM shall not issue any additional shares of its capital stock.

Section 4.7

Notwithstanding anything to the contrary contained herein, it is herewith understood and agreed that both Origin Orbit and AOPM may enter into and conclude agreements and/or financing transactions as same relate to and/or are contemplated by any separate written agreements either: (a) annexed hereto as exhibits; or (b) entered into by AOPM with Origin Orbit executed by both parties subsequent to the date hereof. These Agreements shall become, immediately upon execution, part of this Agreement and subject to all warranties, representations and conditions contained herein.

ARTICLE V

CONDITIONS TO OBLIGATIONS OF ORIGIN ORBIT AND ORACULAR DRAGON

The obligations of Origin Orbit and the Oracular Dragon to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by both Origin Orbit and the Oracular Dragon in their sole discretion:

Section 5.1

Representations and Warranties of AOPM. All representations and warranties made by AOPM in this Agreement shall be true and correct on and as of the Closing Date as if again made by AOPM as of such date.

Section 5.2

Agreements and Covenants. AOPM shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 5.3

Consents and Approvals. Consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.

Section 5.4

No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of AOPM shall be in effect; and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceabili ty of this Agreement.

Section 5.5

Other Closing Documents. Origin Orbit shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of AOPM or in furtherance of the transactions contemplated by this Agreement as Origin Orbit or its counsel may reasonably request.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF AOPM

The obligations of AOPM to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing Date, of the following conditions, any one or more of which may be waived by AOPM in its sole discretion:

Section 6.1

Representations and Warranties of Origin Orbit and Oracular Dragon. All representations and warranties made by Origin Orbit and Oracular Dragon in this Agreement shall be true and correct on and as of the Closing Date as if again made by them on and as of such date.

Section 6.2

Agreements and Covenants. Origin Orbit and Oracular Dragon shall have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

Section 6.3

Consents and Approvals. All consents, waivers, authorizations and approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection with the execution, delivery and performance of this Agreement, shall have been duly obtained and shall be in full force and effect on the Closing Date.

Section 6.4

No Violation of Orders. No preliminary or permanent injunction or other order issued by any court or other governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition of Origin Orbit or Origin Orbit Subsidiaries, taken as a whole, shall be in effect; and no action or proceeding before any court or government or regulatory authority, domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity which seeks to prevent or delay the consummat ion of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement.

Section 6.5.

Other Closing Documents. AOPM shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of Origin Orbit or in furtherance of the transactions contemplated by this Agreement as AOPM or its counsel may reasonably request.

ARTICLE VII

TERMINATION AND ABANDONMENT

SECTION 7.1

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing:

By the mutual written consent of Origin Orbit, Oracular Dragon, and AOPM;

By AOPM, upon a material breach of any representation, warranty, covenant or agreement on the part of Origin Orbit or Oracular Dragon set forth in this Agreement, or if any representation or warranty of Origin Orbit or the Oracular Dragon shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "Origin Orbit Breach"), and such breach shall, if capable of cure, has not been cured within Thirty (30) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach;

By Origin Orbit, upon a material breach of any representation, warranty, covenant or agreement on the part of AOPM set forth in this Agreement, or, if any representation or warranty of AOPM shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "AOPM Breach"), and such breach shall, if capable of cure, not have been cured within Thirty (30) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in detail the nature of such breach.;

By either AOPM or Origin Orbit, if the Closing shall not have consummated before Ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by written notice of either Origin Orbit or AOPM, if the Closing shall not have been consummated as a result of AOPM or Origin Orbit having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date.

By either Origin Orbit or AOPM if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.

Section 7.2

Procedure Upon Termination. In the event of termination and abandonment of this Agreement by Origin Orbit or AOPM pursuant to Section 7.1, written notice thereof shall forthwith be given to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability or further obligation to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this Article VII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.

ARTICLE VIII

POST-CLOSING AGREEMENTS

Section 8.1

Consistency in Reporting. Each party hereto agrees that if the characterization of any transaction contemplated in this agreement or any ancillary or collateral transaction is challenged, each party hereto will testify, affirm and ratify that the characterization contemplated in such agreement was the characterization intended by the party; provided, however, that nothing herein shall be construed as giving rise to any obligation if the reporting position is determined to be incorrect by final decision of a court of competent jurisdiction.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1

Survival of Provisions. The respective representations, warranties, covenants and agreements of each of the parties to this Agreement (except covenants and agreements which are expressly required to be performed and are performed in full on or before the Closing Date) shall survive the Closing Date and the consummation of the transactions contemplated by this Agreement, subject to Sections 2.15, 3.8 and 9.1. In the event of a breach of any of such representations, warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights and remedies for such breach available to it under the provisions of this Agreement or otherwise, whether at law or in equity, regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date.

Section 9.2

Publicity. No party shall cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other parties, unless a press release or announcement is required by law. If any such announcement or other disclosure is required by law, the disclosing party agrees to give the non-disclosing parties prior notice and an opportunity to comment on the proposed disclosure.

Section 9.3

Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties.

Section 9.4

Fees and Expenses. Except as otherwise expressly provided in this Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs or expenses.

Section 9.5

Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties or to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses shall be effective insofar as notices under this Section 9.5 are concerned unless such changed address is located in the United States of America and notice of such change shall have been given to such other party hereto as provided in this Section 9.5

Section 9.6

Entire Agreement. This Agreement, together with the exhibits hereto, represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits, certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.

Section 9.7

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible so as to be valid and enforceable.

Section 9.8

Titles and Headings. The Article and Section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 9.9

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an Origin Orbital and all of which together shall be considered one and the same agreement.

Section 9.10

Convenience of Forum; Consent to Jurisdiction. The parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of New York located in County of New York, and/or the United States District Court for the Southern District of New York, in respect of any matter arising under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where it may be found or giving notice to such party as provided in Section 9.5.

Section 9.11

Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 9.12

Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof.

Section 9.13

Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Origin Orbit Green Resource Company, Ltd.

By: /s/ Li Wang

Li Wang
Title: Chief Executive Officer

Oracular Dragon Capital Company, Ltd.

By: /s/ Li Wang

Li Wang
Title: Chief Executive Officer

Acropolis Precious Metals, Inc.

By: /s/ Wei Wang

Wei Wang
Title: Chief Executive Officer, Chairman of the Board

EX-99.1 3 acrop063008exh991.htm EXHIBIT 99.1 Acropolis Precious Metals, Inc.: Exhibit 99.1

Exhibit 99.1

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND

THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	1
Consolidated Balance Sheets	2
Consolidated Statements of Operations	3
Consolidated Statements of Cash Flows	4
Consolidated Statements of Changes in Stockholders’ Equity	5
Notes to Consolidated Financial Statements	6-25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES:

We have audited the accompanying consolidated balance sheets of Origin Orbit Green Resource Company, Ltd. (the “Company”) as of December 31, 2007 and 2006 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2007 and the period from December 13, 2006 (date of incorporation) to December 31, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Group 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 Group’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, ass essing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial positions of Origin Orbit Green Resource Company, Ltd. as of December 31, 2007 and 2006, the consolidated results of its operations and its consolidated cash flows for the year ended December 31, 2007 and the period from December 13, 2006 (date of incorporation) to December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

/s/ GC ALLIANCE LIMITED
GC ALLIANCE LIMITED

Certified Public Accountants

Hong Kong, June 25, 2008

-1-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2007 AND 2006

(AMOUNTS EXPRESSED IN US DOLLAR)

				December 31,
				2007		2006
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	1,049,768	$	-
	Accounts receivable, net of allowance of nil			520,116		-
	Inventories			1,163,343		-
	Deposit, prepayment and other current assets			7,001,427		-
	Refundable investment deposit			68,450
	Investment income receivable			311,331		-
		Total current assets		10,114,435		-

OTHER ASSETS:
	Deferred income tax assets			47,323		-
	Goodwill			56,650		-
	Available-for-sale equity securities			3,202,104		-
	Investment deposits			416,176		-
	Deposits for buildings, machinery and equipment			2,098,164
	Buildings, machinery and equipment, net			3,532,148		-
		Total other assets		9,352,565		-

		Total assets	$	19,467,000	$	-

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	992,512	$	-
	Other payables and accruals			8,291,593		215
	Income tax payable			692,786		-
		Total current liabilities		9,976,891		215

NON-CURRENT LIABILITIES:
	Long-term payables			8,014,705		-

		Total liabilities		17,991,596		215

Minority interests				194,729		-

COMMITMENTS AND CONTINGENCIES (Note 19)

SHAREHOLDERS’ EQUITY:
	Common stock, $1 par, 50,000 authorized, 1 share issued and outstanding			1		1
	Statutory reserves			120,511		-
	Accumulated other comprehensive income			38,639		76
	Retained earnings			1,121,524		(292)
		Total shareholders' equity		1,280,675		(215)

		Total liabilities and shareholders' equity	$	19,467,000	$	-

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

-2-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006
(AMOUNTS EXPRESSED IN US DOLLAR)

				Period from
		Year ended		December 13 to
		December 31		December 31,
		2007		2006

NET SALES	$	38,502,350	$	-

Cost of sales		(34,471,783)		-

GROSS PROFIT		4,030,567		-

Selling expenses		(1,762,422)		-
General and administrative expenses		(638,031)		(292)

Income (loss) from operations		1,630,114		(292)

Investment income		214,290		-
Other income (expenses), net		178,654		-
Finance costs, net		(48,925)		-

Income (loss) before income tax and minority interests		1,974,133		(292)

Provision for income tax		(731,269)		-

Income (loss) before minority interests		1,242,864		(292)

Minority interests		(537)		-

NET INCOME (LOSS)		1,242,327		(292)

OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment		38,563		76

TOTAL COMPREHENSIVE INCOME (LOSS)	$	1,280,890	$	(216)

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

-3-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

(AMOUNTS EXPRESSED IN US DOLLAR)

				Period from
		Year ended		December 13 to
		December 31,		December 31,
		2007		2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,242,327	$	(292)
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		224,004		-
Investment income		(214,290)		-
Minority interests		537		-
Increase in assets:
Deferred tax assets		56,832		-
Accounts receivable, trade		(86,735)		-
Inventories		(659,663)		-
Deposits, prepayment and other receivable		(551,589)		-
Increase (decrease) in liabilities:
Accounts payable		(511,829)		-
Accrued expenses and other current liabilities		189,096		215
Taxes payable		540,571		-
Net cash provided by (used in) operating activities		229,261		(77)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of buildings, machinery and equipment		(536,223)		-
Deposits for buildings, machinery and equipment paid		(2,098,164)
Investment deposit paid		(419,978)		-
Capital contributions from minority shareholders		54,760		-
Acquisition of subsidiaries, net of cash and cash equivalents acquired		(1,983,321)		-
Net cash used in investing activities		(4,982,926)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Issue of a share		-		1
Loans from other entities		5,905,795		-
Net cash provided by financing activities		5,905,795		1

Effect of foreign currency translation		(102,362)		76

INCREASE IN CASH AND CASH EQUIVALENTS		1,049,768		-

CASH AND CASH EQUIVALENTS, beginning of year / period		-		-

CASH AND CASH EQUIVALENTS, end of year / period	$	1,049,768	$	-

SUPPLEMENTAL DISCLOSURE INFORMATION
Finance cost paid	$	46,736	$	-
Income tax paid	$	200,537	$	-

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

-4-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND
COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

(AMOUNTS EXPRESSED IN US DOLLAR)

									Accumulated
							Retained		Other
					Statutory		earnings		comprehensive
	Common stock				reserves		(deficit)		Income		Totals
	Number		Amount

Balance at December 13, 2006 (date of incorporation)	-	$	-	$	-	$	-	$	-	$	-

Issue of share	1		1		-		-		-		1

Net loss	-		-				(292)		-		(292)

Foreign currency translation adjustment	-		-		-		-		76		76

Balance at December 31, 2006	1		1		-		(292)		76		(215)

Net Income	-		-		-		1,242,327		-		1,242,327

Appropriation of PRC statutory reserves	-		-		120,511		(120,511)		-		-

Foreign currency translation adjustment	-		-		-		-		38,563		38,563

Balance at December 31, 2007	1	$	1	$	120,511	$	1,121,524	$	38,639	$	1,280,675

The accompanying notes are an integral part of this consolidated financial statement.

-5-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 1

DESCRIPTION OF BUSINESS AND ORGANIZATION

Origin Orbit Green Resource Company, Ltd. (the "Company" or “Origin Orbit”) is a company with limited liability incorporated on December 13, 2006 in the British Virgin Islands. On January 28, 2007, the Company entered into agreements to acquire 100% equity interests in Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”) and Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”), respectively as discussed in Note 3. The acquisitions were approved by the relevant government authority in the People’s Republic of China (“PRC”) and became effective on April 4, 2007.

As a result of these acquisitions, Origin Orbit has become the holding company of the group comprising Anyang Prosperous and Anyang Top and their subsidiaries (together the “Group”). Origin Orbit is an investment holding company and has not carried on any substantive operations of its own, except for the acquisitions of Anyang Prosperous and Anyang Top.

As of December 31, 2007, details of the subsidiaries of the Company are as follows:

Name	Place of operation	Registered and paid-up capital	Percentage of effective ownership	Principal activities
Anyang Prosperous Energy Technology Developing Co., Ltd. (“Anyang Prosperous”)	PRC	RMB30,000,000	100% (a)	Wholesale and retail sales of compressed natural gas and liquefied petroleum gas (“LPG”)
Anyang Top Energy Green Resources Co., Ltd. (“Anyang Top”)	PRC	RMB5,200,000	100% (a)	Wholesale of compressed natural gas, liquefied petroleum gas and Dimethyl Ether (“DME”)
Jinan Zhenyuan Green Resource Co. Ltd. (“Jinan Green Resource”)	PRC	RMB10,000,000	99% (b)	Sales of LPG for domestic and vehicles usage and related vehicles components
Handan City Prosperous Car-used Green Resource Co. Ltd. (“Handan Green Resource”)	PRC	RMB750,000	98% (b)	Sales of LPG, vehicles components, and new energy research and development
Yangquan Zhenyuan Energy Science & Technology Co. Ltd (“Yangquan Zhenyuan”)	PRC	RMB5,000,000	84% (b)	Construction of gas stations
Fuyang Prosperous Energy Technology Development Co. Ltd. (“Fuyang Prosperous”)	PRC	RMB10,000,000	95% (b)(c)	Energy technology research and development

-6-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 1

DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)

Name	Place of operation	Registered and paid-up capital	Percentage of effective ownership	Principal activities
Weifang Prosperous Energy Technology Development Co. Ltd. (“Weifang Prosperous”)	PRC	RMB10,000,000	95% (b)	Energy technology research and development, and sales vehicles components and gas equipment
Hengshui Prosperous Energy Technology Development Co. Ltd. (“Hengshui Prosperous”)	PRC	RMB2,000,000	95% (b)	Gas energy technology research and development
Heze Prosperous Energy Technology Development Co. Ltd. (“Heze Prosperous”)	PRC	RMB5,000,000	95% (b)(c)	Construction of LPG and CNG station, and sales of vehicle components
Shijiazhuang Prosperous Energy Technology Development Co. Ltd. (“Shijiazhuang Prosperous”)	PRC	RMB10,000,000	100% (b)	Gas energy technology research, development and advisory services, and sales of gas energy product
Xuchang Zhenyuan Green Resource Technology Development Co. Ltd. (“Xuchang Zhenyuan”)	PRC	RMB10,000,000	95% (b)(c)	Investment in natural gas business
Yantai Prosperous Energy Technology Development Co. Ltd. (“Yantai Prosperous”)	PRC	RMB500,000	100% (b)	Gas energy technology research and development, and sales vehicle components and gas energy equipment
Changzhi City Zhenyuan Energy Technology Development Co. Ltd (“Changzhi City”)	PRC	RMB5,000,000	100% (b)(c)	Sales of crude oil, natural gas, LPG and related vehicle components, and construction of gas stations
Jiaozuo City Prosperous Energy Technology Development Co. Ltd. (“Jiaozuo City”)	PRC	RMB5,000,000	100% (b)	Sales of natural gas, liquefied petroleum gas and vehicle components, construction and operation of gas stations
Pingdingshan City Zhenyuan Energy Technology Developing Co. Ltd. (“Pingdingshan City”)	PRC	RMB5,000,000	100% (b)	Energy technology development, sales of natural gas, LPG and vehicle components, and construction and operation of gas stations

-7-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 1

DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)

Notes:

(a)

Held directly by Origin Orbit.

(b)

Held indirectly by Origin Orbit through Anyang Prosperous.

(c)

According to the Companies Law of the PRC, at the incorporation of the investee, shareholders are only required to pay up 20% of the capital contribution requirement as a minimum and can make up the remaining payment in two years’ time.

Fuyang Prosperous was incorporated with a registered capital of $1,369,000. As Anyang Prosperous holds 95% ownership interest in Fuyang Prosperous, it is required to contribute $1,300,550 into the capital of Fuyang Prosperous. Up to December 31, 2007, Anyang Prosperous had only contributed $260,110 leaving $1,040,440 remained outstanding.

Heze Prosperous was incorporated with a registered capital of $684,500. As Anyang Prosperous holds 95% ownership interest in Heze Prosperous, it is required to contribute $650,275 into the capital of Heze Prosperous. Up to December 31, 2007, Anyang Prosperous had only contributed $260,110 leaving $390,165 remained outstanding.

Xuchang Zhenyuan was incorporated with a registered capital of $1,369,000. As Anyang Prosperous holds 95% ownership interest in Xuchang Zhenyuan, it is required to contribute $1,300,500 into the capital of Xuchang Zhenyuan. Up to December 31, 2007, Anyang Prosperous had only contributed $260,110 leaving $1,040,440 remained outstanding.

Changzhi City was incorporated with a registered capital of $684,500. As Anyang Prosperous holds 100% ownership interest in Changzhi City, it is required to contribute $684,500 into the capital of Changzhi City. Up to December 31, 2007, Anyang Prosperous had only contributed $616,050 leaving $68,450 remained outstanding.

NOTE 2

SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Basis of consolidation

These consolidated financial statements include the accounts of Origin Orbit and its subsidiaries in which it has voting control. Results of the subsidiaries acquired during the year are consolidated from the date of acquisition, which is the date on which the Company obtains control, and continue to be consolidated until the date on which such control ceases. Inter-company transactions and balances have been eliminated.

Use of estimates

The preparation of the these consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates under different assumptions or conditions.

-8-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 2

SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and cash equivalents

Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is excluded from cash and cash equivalents.

Accounts receivable

Accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Group maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments. The Group reviews the accounts receivable on a periodic basis and makes allowances where there is doubt as to the collectibility of individual balances. In evaluating the collectibility of individual receivable balances, the Group considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends.

Inventories
Inventories are stated at the lower of cost, determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. The management will write down the inventories to market value if it is below cost. The management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required.

Available-for-sale equity securities

Available-for-sale equity securities are equity securities which the Group does not intend to sell in the near term. Where the investees are private companies which do not have a quoted market price in an active market and whose fair value cannot be practicably estimated are stated in the balance sheet using the cost method. Temporary impairments of costs of such available-for-sale investments are reported in comprehensive income, where as other than temporary impairments are reflected in earnings.

Goodwill

The Group accounts for acquisitions of business in accordance with SFAS No. 141 “Business Combinations”, which may result in the recognition of goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method. Goodwill is not subject to amortization but will be subject to periodic evaluation for impairment. Goodwill is stated in the consolidated balance sheet at cost less accumulated impairment loss.

-9-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 2

SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Buildings, machinery and equipment

Buildings, machinery and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of buildings, machinery and equipment are capitalized. These capitalized costs may include structural improvements, equipment and fixtures. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets as follows:

	Useful Life
Buildings	20-40 years
Machinery, gas storage vehicles and motor vehicles	5-10 years
Office equipment	5 years

The carrying value of buildings, machinery and equipment is assessed annually and when factors indicating impairment is present, the carrying value of the fixed assets is reduced by the amount of the impairment. The Group determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the net asset carrying value. An impairment loss, if exists, is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Construction in progress

Construction in progress includes direct costs of construction of a factory building. Interest incurred during the period of construction, if material, is capitalized. Construction in progress is not depreciated until such time as the assets are completed and put into service.

Asset Impairment

Long-lived Assets

The Group reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups.

(b)

Goodwill

Impairment of goodwill is tested at least annually at the reporting unit. The test consists of two steps. Firstly, the Company identifies potential impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. Secondly, if there is impairment identified in the first step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with SFAS No 141, “Business Combinations”. If the carry ing value of a reporting unit exceeds its estimated fair value, the Group compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Group’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates.

-10-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 2

SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Financial instruments

The Group values its financial instruments as required by SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”. The estimated fair value amounts have been determined by the Group, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

The Group’s financial instruments primarily consist of cash and cash equivalents, trade accounts receivable, other current assets; trade accounts payable, accrued expenses, short-term bank loans and other current liabilities.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

Revenue Recognition

Revenue is recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectibility is reasonably assured.

Sales revenue is recognized net of sales discounts and returns at the time when the merchandise is sold to the customer. Based on historical experience, the management estimates that sales returns are immaterial and has not made allowance for estimated sales returns.

Income taxes

The Group accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". SFAS No. 109 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Group is able to realize their benefits, or that future deductibility is uncertain.

On January 1, 2007, the Group adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This Interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The adoption of FIN 48 has not resulted in any material impact on the Group’s financial position or results.

Comprehensive Income

SFAS No.130, “Reporting Comprehensive Income,” establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements. Comprehensive income and loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income arose from foreign currency translation adjustments.

-11-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 2

SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency

The Group uses the United States dollars (“U.S. Dollar” or “US$” or “$”) for financial reporting purposes. The companies within the Group maintain their books and records in their functional currency, Chinese Renminbi (“RMB”), being the lawful currency in the PRC. Assets and liabilities are translated into US Dollars using the applicable exchange rates prevailing at the balance sheet date. Items on the statement of operations are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Group’s financial statements are recorded as accumulated other comprehensive income.

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:-


	December 31, 2007
Balance sheet items, except for the registered and paid-up capital and retained earnings	US$1:RMB7.3046
Amounts included in the statements of operations, changes in stockholders’ equity and cash flows	US$1:RMB7.5319

Although the Chinese government regulations now allow convertibility of RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that RMB could be converted into U.S. dollars at that rate or any other rate.

The value of RMB against U.S. dollars and other currencies may fluctuate and is affected by, among other things, changes in China’s political and economic conditions. Any significant revaluation of RMB may materially affect the Group’s financial condition in terms of U.S. dollar reporting.

Concentrations of credit risk

Financial instruments potentially subject the Group to significant concentrations of credit risk consist of bank deposits and trade accounts receivable. Credit is extended to customers based on the evaluation of their financial condition and collateral is not required. The Group performs ongoing assessment of its customers and maintains an allowance for doubtful accounts.

As of December 31, 2007, 100% of the Group’s cash included cash on hand and deposits in accounts maintained with banks within the PRC where there is currently no rule or regulation in place for obligatory insurance to cover bank deposits in the event of bank failure. However, the Group has not experienced any losses in such accounts and believes it is not exposed to any risks on cash and cash equivalents.

For the year ended December 31, 2007, all of the Group’s sales arose in the PRC. In addition, all accounts receivable as of December 31, 2007 were due from customers located in the PRC.

Except for one customer who accounted for 12% of the Group’s revenue for the year ended December 31, 2007, there was no other single customer who accounted for more than 10% of the Group’s revenue for the year ended December 31, 2007.

As of December 31, 2007, five customers accounted for 26%, 18%, 13%, 12% and 11% of the accounts receivable of the Group respectively. There was no other single customer who accounted for more than 10% of the Group’s accounts receivable as of December 31, 2007.

-12-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 2

SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Segment information

The Group believes that during the year ended December 31, 2007, it operated in one business segment – research, development, and sales of LPG and other fuel for domestic and vehicle consumption, and in one geographical segment – China, as all of the Group’s operations were carried out in China.

Commitments and contingencies

The Group follows SFAS No. 5, “Accounting for Contingencies,” in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be been incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

Recent accounting pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value instruments. SFAS No. 157 does not require any new fair value measurements, but applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 5, 2007 (the Company’s fiscal 2008). It is believed that implementation of SFAS No. 157 will have little or no impact on the Group’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans— an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. SFAS No. 158 requires plan sponsors of defined benefit pension and other postretirement benefit plans (collectively, “postretirement benefit plans”) to fully recognize the funded status of their postretirement benefit plans in the statement of financial position, measure the fair value of plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position and provide additional disclosures. It is believed that implementation of SFAS No. 158 will have little or no impact on the Group’s consolidated financial statements since the Company has no applicable plans.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. Subsequent changes in fair value of these financial assets and liabilities would be recognized in earnings when they occur. SFAS No. 159 further establishes certain additional disclosure requirements. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007 (fiscal 2008 for the Group) where earlier adoption is permitted. Management is currently evaluating the impact, if any, and timing of the adoption of SFAS No. 159 on the Group’s financial statements.

In December, 2007, the FASB issued SFAS No. 141(R), “Business Combinations”, and SFAS No. 160, “Accounting and Reporting of Noncontrolling interest in Consolidated Financial Statements, an amendment of ARB No. 51” (SFAS No. 160). These new standards will significantly change the financial accounting and reporting of business combination transactions and noncontrolling (or minority) interests in consolidated financial statements. SFAS No. 141(R) and SFAS No. 160 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, fiscal 2009 for the Group). The Company has not yet determined the effect, if any, that the adoption of SFAS 141(R) and 160 will have on its consolidated financial statements.

-13-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 2

SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent accounting pronouncements

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51” (“SFAS No. 160”), which establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Management does not expect that this Statement will have an effect on the Group’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133” (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement will be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management does not expect that this Statement will have an effect on the Group’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Management does not expect that this Statement will have an effect on the Group’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60”. This Statement interprets Statement 60, “Accounting and Reporting by Insurance Enterprises” and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of this Statement. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. This Stateme nt is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. Management does not expect that this Statement will have an effect on the Group’s consolidated financial statements.

-14-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 3

ACQUISITIONS

Anyang Prosperous

On April 4, 2007, the Company completed the acquisition of 100% ownership interest in Anyang Prosperous for a consideration of $3,930,129 payable in cash, which however remained outstanding as of December 31, 2007. According to the conditions for the approval of the relevant PRC government authority on this acquisition, the Company is required to settle the consideration amount to the former shareholders of Anyang Prosperous no later than August 31, 2008. This acquisition has been accounted for using the purchase method of accounting.

Anyang Prosperous is primarily engaged in the wholesale and retail sales of compressed natural gas, liquefied petroleum gas (“LPG”) and related vehicle components in the PRC.

Allocation of purchase consideration:

Long term investments	$	3,437,989
Deferred tax assets		83,913
Investment deposits		64,648
Building, machinery and equipment, net		515,002
Goodwill		51,253
Cash and cash equivalents		625,276
Other current assets		5,040,393
Short-term loan		(646,479)
Other current liabilities		(5,228,650)
Minority interest		(13,216)

Fair value of assets acquired and liabilities assumed	$	3,930,129

Anyang Top

On April 4, 2007, the Company completed the acquisition of 100% ownership interest in Anyang Top for a consideration of $674,589 payable in cash, which however remained outstanding as of December 31, 2007. According to the conditions for the approval of the relevant PRC government authority on this acquisition, the Company is required to settle the consideration amount to the former shareholders of Anyang Top no later than August 31, 2008. This acquisition has been accounted for using the purchase method of accounting.

Anyang Top is primarily engaged in the wholesale of compressed natural gas, liquefied petroleum gas and Dimethyl Ether (DME) that is produced from coal as an alternative energy to petroleum for domestic and vehicle consumption in the PRC.

Allocation of purchase consideration:

Building, machinery and equipment, net	$	1,263,578
Goodwill		2,251
Cash and cash equivalents		672,338
Current liabilities		(1,263,578)

Fair value of assets acquired and liabilities assumed	$	674,589

-15-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 3

ACQUISITIONS (CONTINUED)

Unaudited pro forma financial information on acquisitions of Anyang Prosperous and Anyang Top

The following unaudited pro forma information assumes the acquisitions of Anyang Prosperous and Anyang Top, which were under common control and management, occurred on the beginning of the respective year presented. These unaudited pro forma results have been prepared for informational purposes only and do not purport to represent what the results of operations would have been had the acquisitions occurred as of the date indicated, nor of future results of operations. The unaudited pro forma results for the years ended December 31, 2007 and 2006 are as follows:


		Years ended December 31,
		2007		2006

Net sales	$	42,699,135	$	5,189,675
Cost of sales		(37,932,528)		(4,291,892)

Gross profit		4,766,607		897,783

Selling expenses		(1,951,081)		(384,455)
General and administrative expenses		(713,605)		(234,830)

Income from operations		2,101,921		278,498

Investment income		282,743		377,626
Other income, net		177,368		104,857
Finance costs, net		(55,454)		(11,371)

Income before income tax and minority interests		2,506,578		749,610

Provision for income tax		(880,220)		237,435

Income before minority interests		1,626,358		987,045

Minority interests		(5,446)		426

Net income	$	1,620,912	$	987,471

Jiaozuo City

On June 19, 2006, before the acquisition of Anyang Prosperous by the Company discussed above, Jiaozuo City was established and Anyang Prosperous held 20% ownership interest in Jiaozuo City. On November 29, 2007, the Company completed the acquisition of the remaining 80% ownership interest in Jiaozuo City, through Anyang Prosperous, from a third party for a cash consideration $540,562. Acquisition of Jiaozuo City was accounted for using the purchase method.

Jiaozuo City is primarily engaged in the sales of natural gas, LPG and vehicle components, construction and operation of gas stations in the PRC.

Allocation of purchase consideration of $540,562 paid:

Building, machinery and equipment, net	$	302,750
Prepayments		180,531
Cash and cash equivalents		28,874
Other current assets		153,070

Net assets		665,225
Interests held by Anyang Prosperous by way of initial capital contribution		(124,663)

Fair value of assets acquired and liabilities assumed		540,562

Since Jiaozuo City had insignificant operation since its incorporation, no pro forma information is presented.

-16-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 3

ACQUISITIONS (CONTINUED)

Pingdingshan City

On April 12, 2006, before the acquisition of Anyang Prosperous by the Company discussed above, Pingdingshan City was established and Anyang Prosperous held 20% ownership interest in Pingdingshan City. On November 27, 2007, the Company completed the acquisition of the remaining 80% ownership interest in Pingdingshan City, through Anyang Prosperous, from a third party for a cash consideration $540,562. Acquisition of Pingdingshan City was accounted for using the purchase method.

Pingdingshan City is primarily engaged in the energy technology development, sales of natural gas, LPG and vehicle components, and construction and operation of gas stations in the PRC.

Allocation of purchase consideration of $540,562 paid:

Building, machinery and equipment, net	$	21,865
Cash and cash equivalents		20,287
Prepayments		708,813
Other current liabilities		(85,839)
		665,126
Interests held by Anyang Prosperous by way of initial capital contribution		(124,564)
Fair value of assets acquired and liabilities assumed	$	540,562

Since Pingdingshan City had insignificant operation since its incorporation, no pro forma information is presented.

Changzhi City

On March 17, 2006, before the acquisition of Anyang Prosperous by the Company discussed above, Changzhi City was established and Anyang Prosperous held 20% ownership interest in Changzhi City. On December 3, 2007, the Company completed the acquisition of the remaining 80% ownership interest in Changzhi City, through Anyang Prosperous, from a third party for a cash consideration $472,195. Acquisition of Changzhi City was accounted for using the purchase method.

Changzhi City is primarily engaged in the sales of crude oil, natural gas, liquefied petroleum gas and related vehicle components, and construction of gas stations in the PRC.

Allocation of purchase consideration of $472,195 paid:

Building, machinery and equipment, net	$	212,649
Cash and cash equivalents		56,409
Other current assets		576,121
Current liabilities		(248,749)
		596,430
Interests held by Anyang Prosperous by way of initial capital contribution		(124,235)
Fair value of assets acquired and liabilities assumed		472,195

Since Changzhi City had insignificant operation since its incorporation, no pro forma information is presented.

-17-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 3

ACQUISITIONS (CONTINUED)

Shijiazhuang Prosperous

On December 10, 2007, the Company completed the acquisition of 100% ownership interest in Shijiazhuang Prosperous through Anyang Prosperous for a total cash consideration of $1,351,328. Acquisition of Shijiazhuang Prosperous was accounted for using the purchase method.

Shijiazhuang Prosperous is primarily engaged in the gas energy technology research, development and advisory services, and sales of gas energy product in the PRC.

Allocation of purchase consideration of $1,351,328 paid:

Building, machinery and equipment, net	$	673,210
Cash and cash equivalents		200,985
Other current assets		480,606
Other current liabilities		(3,473)
Fair value of assets acquired and liabilities assumed	$	1,351,328

Since Shijiazhuang Prosperous had insignificant operation since its incorporation, no pro forma information is presented.

Yangquan Zhenyuan

On August 31, 2006, before the acquisition of Anyang Prosperous by the Company discussed above, Yangquan Zhenyuan was established and Anyang Prosperous held 20% ownership interest in Yangquan Zhenyuan. On August 6, 2007, the Company completed the acquisition of a further 64% ownership interest in Yangquan Zhenyuan, through Anyang Prosperous, from a third party for a cash consideration $529,115. Acquisition of Yangquan Zhenyuan was accounted for using the purchase method.

Yangquan Zhenyuan was established in the PRC with registered and paid-up capital of $684,500. Yangquan Zhenyuan is primarily engaged in the construction of gas stations

Allocation of purchase consideration of $529,115 paid:

Building, machinery and equipment, net	$	1,003
Cash and cash equivalents		12,860
Prepayments and other current assets		646,011
		659,874
Interests held by Anyang Prosperous by way of initial capital contribution		(25,130)
Minority interests		(105,629)
Fair value of assets acquired and liabilities assumed	$	529,115

Since Yangquan Zhenyuan had insignificant operation since its incorporation, no pro forma information is presented.

-18-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 3

ACQUISITIONS (CONTINUED)

Weifang Prosperous

On April 11, 2007, Weifang Prosperous was established and Anyang Prosperous held 20% ownership interest in Weifang Prosperous by way of an initial capital contribution of $51,767. On November 30, 2007, the Company completed the acquisition of a further 75% ownership interest in Weifang Prosperous, through Anyang Prosperous, from a third party for a cash consideration $202,711. Acquisition of Weifang Prosperous was accounted for using the purchase method.

Weifang Prosperous is primarily engaged in Energy technology research and development, and sales vehicles components and gas equipment in the PRC.

Allocation of purchase consideration of $202,711 paid:

Building, machinery and equipment, net	$	11,505
Prepayments		289,201
Cash and cash equivalents		36,123
Other current liabilities		(68,837)
	$	267,992
Interests held by Anyang Prosperous by way of initial capital contribution		(51,767)
Minority interest		(13,514)
Fair value of assets acquired and liabilities assumed	$	202,711

Since Weifang Prosperous had insignificant operation since its incorporation, no pro forma information is presented.

NOTE 4

ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

		December 31,
		2007		2006

Accounts receivable	$	520,116	$	-
Less: allowance for doubtful accounts		-		-

Accounts receivable, net	$	520,116	$	-

-19-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 5

INVENTORIES

Inventories by major categories are summarized as follows:

		December 31,
		2007		2006

Compressed natural gas	$	10,018	$	-
Liquefied petroleum gas		549,108		-
Dimethyl ether		396,914		-
Vehicle modification components and others		207,303		-

	$	1,163,343	$	-

NOTE 6

DEPOSITS, PREPAYMENT AND OTHER CURRENT ASSETS

Deposits, prepayment and other current assets consist of the following:

		December 31,
		2007		2006

Trade deposits	$	2,172,455	$	-
Prepayment		80,229		-
Other receivables		4,748,743		-

	$	7,001,427	$	-

NOTE 7

INVESTMENT INCOME RECEIVABLE

The investment income receivable of $311,331 as of December 31, 2007 represented income receivable from Anyang PetroChina, as described in Note 10.

NOTE 8

DEFERRED INCOME TAX ASSETS

Deferred income tax assets of $47,323 as of December 31, 2007 arose from unused tax loss carry-forwards that management consider more likely than not that it will be realized through future operations. The tax loss carry-forwards are available for offset against future taxable income over the next five years. No valuation allowance was recorded as of December 31, 2007.

-20-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 9

GOODWILL

Balance as of December 31, 2006	$	-
Arising from acquisition of Anyang Prosperous on April 4, 2007 (Note 3)		51,253
Arising from acquisition of Anyang Top on April 4, 2007 (Note 3)		2,251
Exchange realignment		3,146

Balance as of December 31, 2007	$	56,650

NOTE 10

AVAILABLE-FOR-SALE EQUITY SECURITIES

As of December 31, 2007, available-for-sale equity securities consisted of investment in the following companies:

Name of investees	Place of operation	Percentage of ownership	Principal activities
Anyang PetroChina Marketing Company Limited (“Anyang PetroChina”) (a)	PRC	34%	Sales of crude oil, refined oil and LPG
Taiyuan Zhenyuan Green Resource Technology Development Co. Ltd.	PRC	20%	Sales of vehicle components and construction of gas stations

Whilst the above companies are private companies whose shares are not quoted or traded in an active market, management has determined that it is not practicable to estimate their fair value reliably. Therefore, the investments in the above companies are stated at cost less any impairment losses. No events or changes in circumstances have been identified that potentially would have a significant adverse effect on the fair value of investments in the above companies. As of December 31, 2007, there was no allowance for impairment losses.

Note:

(a)

Although the Group held 34% ownership interest in Anyang PetroChina, the Group did not have significant influence over Anyang PetroChina. According to an agreement between the Group and the other shareholder of Anyang PetroChina, namely China National Petroleum Corporation (“China National Petroleum”), the Group has assigned the full power and right of management of Anyang PetroChina to China National Petroleum for the period until December 31, 2007. In return, the Group has been entitled to 10% of the cost of its investment in Anyang PetroChina in the form of a fixed “dividend” each year regardless of the actual performance of Anyang PetroChina for the period until December 31, 2007. Therefore, Anyang PetroChina has been accounted for using the cost method instead of the equity me thod. For the year ended December 31, 2007, investment income of $214,290 from Anyang Petrol China was included in other income.

-21-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 11

INVESTMENT DEPOSIT

Investment deposit consisted of the following:

		December 31,
		2007		2006

In connection with the establishment of Anyang Dingran Gas Company Ltd. (“Anyang Dingran”) (note a)	$	416,176	$	-
Refundable investment deposit in relation to Jinan Zhongman Zhenyuan Energy Technology Company Ltd. (“Jinan Zhongman”) (note b)		68,450		-

		484,626		-
Less: Current portion		(68,450)		-

Non-current portion	$	416,176	$	-

Notes:

(a)

Investment deposit of $416,176 represented the amount paid by the Group for the establishment of Anyang Dingran in the PRC, in which the Group will have a 34% ownership interest. Anyang Dingran will have a registered capital of RMB8 million (equivalent to $1,065,133) and intends to engage in the development and sales of natural gas.

(b) On March 2, 2006, one of Anyang Prosperous’ subsidiaries, Jinan Green Resource entered into an agreement with Shangdong Zhongman Natural Gas Company Limited, (“Shangdong Zhongman”) to establish Jinan Zhongman in which Jinan Green Resources would hold a 50% ownership interest. Jinan Zhongman has not commenced any substantive operations as of December 31, 2007.

On April 23, 2008, Jinan Zhongman was closed down. Pursuant to the cancellation agreement entered into between the Company and Shangdong Zhongman, the deposit of $68,450 was refunded in May 2008.

NOTE 12

BUILDINGS, MACHINERY AND EQUIPMENT, NET

Buildings, machinery and equipment, net consisted of the following:

			December 31,
			2007		2006
Cost:
	Buildings	$	154,616	$	-
	Machinery		2,115,142		-
	Office equipment		279,757		-
	Gas storage vehicles and motor vehicles		147,931		-
	Construction in progress		1,167,003		-

Total cost			3,864,449		-
Less: Accumulated depreciation			(332,301)		-

Net book value		$	3,532,148	$	-

Depreciation expenses in aggregate for the year ended December 31, 2007 was approximately $224,004.

-22-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 13

OTHER PAYABLES AND ACCRUALS

Other payables and accruals consisted of the following:

		December 31,
		2007		2006

Accrued operating expenses	$	342,886	$	-
Receipts in advance from customers		256,436		-
Other payables		2,774,319		-
Other taxes and surcharges		42,421
Payable for acquisitions of Anyang Prosperous and Anyang Top (see Note 3)		4,875,531		-

	$	8,291,593	$	-

NOTE 14

LONG-TERM PAYABLES

Long-term payables consisted of the following:

		December 31,
		2007		2006

Advances from a former shareholder of Anyang Prosperous and Anyang Top	$	1,262,631	$	-
Advances from other third parties		6,752,074		-

	$	8,014,705	$	-

The above payables are unsecured, non-interest bearing and only repayable on demand after December 31, 2008. There are no scheduled annual maturities on the long-term payables for the next five years.

NOTE 15

MINORITY INTERESTS

The movements of minority interests during the year ended December 31, 2007 are summarized as follows:

Balance as of December 31, 2006	$	-
Arising from acquisitions and establishment of subsidiaries during the year		187,119
Net income for the year attributable to minority interests		537
Exchange realignment		7,073

Balance as at December 31, 2007	$	194,729

NOTE 16

STATUTORY RESERVES

In accordance with the PRC Companies Law, the companies within the Group are required to transfer 10% of their profits after tax, as determined in accordance with accounting standards and regulations of the PRC, to the statutory surplus reserve and a percentage of not less than 5%, as determined by management, of the profits after tax to the public welfare fund. The statutory surplus reserve is non-distributable.

-23-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 17

OTHER INCOME (EXPENSES), NET

				Period from
		Year ended		December 13 to
		December 31,		December 31,
		2007		2006

Management fee income	$	124,599	$	-
Petroleum storage fee income		73,003		-
Others		(18,948)		-

	$	178,654	$	-

NOTE 18

INCOME TAXES

The Company being incorporated in the British Virgin Islands (“BVI”) is not subject to any income tax according to the rules and regulations of the BVI. During the year ended December 31, 2007, the Company’s subsidiaries in the PRC were generally subject to PRC enterprise income tax at 33%.

The Company’s income tax expense consisted of:

				Period from
		Year ended		December 13 to
		December 31,		December 31,
		2007		2006

Current - PRC enterprise income tax	$	586,866	$	-
Deferred		144,403		-

	$	731,269	$	-

A reconciliation of the provision for income taxes determined at the US statutory corporate income tax rate to the Group’s effective income tax rate is as follows:

		Year ended December 31, 2007		Period from December 13 to December 31, 2006

Pre-tax income before minority interests	$	1,974,133	$	-
US statutory rate		35%		35%
Income tax expense computed at United States statutory rate		690,947		-
Reconciling items:
Rate differential for PRC earnings		(39,483)		-
Non-taxable investment income		(70,716)		-
Non-deductible expenses		150,521		-

Actual tax expense	$	731,269	$	-

-24-

ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2007 AND THE PERIOD FROM DECEMBER 13, 2006 (DATE OF INCORPORATION) TO DECEMBER 31, 2006

NOTE 18

INCOME TAXES (CONTINUED)

On March 16, 2007, the PRC government promulgated a new tax law, China’s Unified Corporate Income Tax Law (“New CIT Law”), which took effect from January 1, 2008. Under the New CIT Law, foreign-owned enterprises as well as domestic companies are subject to a unified tax rate of 25%. Accordingly, the Company’s subsidiaries in the PRC will be subject to corporate income tax at a rate of 25% on their taxable income arising in the PRC commencing from January 1, 2008. The effect of this change in tax rate has been reflected in the calculation of deferred income tax assets as of December 31, 2007.

NOTE 19

COMMITMENTS AND CONTINGENCIES

Lease commitments

The Group has entered into several tenancy agreements for the lease of land and equipment for the purposes of its gas stations. The Group’s commitments for minimum lease payments under these operating leases for the next five years and thereafter as of December 31, 2007 are as follows:

Year ending December 31,
2008	$	256,141
2009		315,093
2010		239,902
2011		267,119
2012		166,525
Thereafter		457,956

	$	1,702,736

Capital commitment

Contracted but not provided for:
Investment in Fuyang Prospectus as disclosed in Note 1(c)	$	1,040,440
Investment in Heze Prospectus as disclosed in Note 1(c)		390,165
Investment in Xuchang Zhenyuan as disclosed in Note 1(c)		1,040,440
Investment in Changzhi City as disclosed in Note 1(c)		68,450
Purchases of fixed assets		716,213

	$	3,255,708

NOTE 20

SUBSEQUENT EVENTS

On January 16, 2008, the Company, through Anyang Prosperous, established a new 95%-owned subsidiary named Linyi Prosperous Energy Technology Development Co. Ltd. (“Linyi Prosperous”). Linyi Prosperous has been certified and approved by the relevant PRC government business bureau with a registered capital of $1,380,872. Linyi Prosperous is primarily engaged in the sales of natural gas and vehicle components.

-25-

EX-99.2 4 acrop063008exh992.htm EXHIBIT 99.2 Acropolis Precious Metals, Inc.: Exhibit 99.2

Exhibit 99.2

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2008

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

Consolidated Balance Sheet as of March 31, 2008 (Unaudited)	1

Consolidated Statements of Operations (Unaudited) for the Three-Month Period Ended March 31, 2008 and 2007	2

Consolidated Statements of Cash Flows (Unaudited) or the Three-Month Period Ended March 31, 2008 and 2007	3

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) or the Three-Month Period Ended March 31, 2008 and 2007	4

Notes to Consolidated Financial Statements (Unaudited)	5-21

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS EXPRESSED IN US DOLLAR)

		March 31,		December 31,
		2008		2007
		Unaudited		Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,199,576	$	1,049,768
Restricted cash		712,352		-
Accounts receivable, net		633,332		520,116
Inventories		1,508,573		1,163,343
Deposit, prepayment and other current assets		7,570,874		7,001,427
Refundable investment deposit		213,706		68,450
Investment income receivable		95,334		311,331
Total current assets		11,933,747		10,114,435

OTHER ASSETS:
Deferred income tax assets		49,249		47,323
Goodwill		58,955		56,650
Available-for-sale securities		3,332,397		3,202,104
Investment deposit		433,110		416,176
Deposits for buildings, machinery and equipment		2,497,195		2,098,164
Buildings, machinery and equipment, net		3,580,067		3,532,148
Total other assets		9,950,973		9,352,565

Total assets	$	21,884,720	$	19,467,000

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short term secured bank loan	$	712,352	$	-
Accounts payable		1,248,126		992,512
Other payables and accruals		5,461,168		8,291,593
Income tax payable		814,385		692,786
Total current liabilities		8,236,031		9,976,891

LONG-TERM LIABILITIES
Long-term payables		8,172,458		8,014,705

Total liabilities		16,408,489		17,991,596

Minority interests		216,296		194,729

COMMITMENTS AND CONTINGENCIES (Note 19)

SHAREHOLDERS’ EQUITY:
Common stock, $1 par, 50,000 authorized, 1 share issued
and outstanding		1		1
Additional paid-in capital		3,432,801		-
PRC statutory reserve		169,932		120,511
Accumulated other comprehensive income		100,991		38,639
Retained earnings		1,556,210		1,121,524
Total shareholders' equity		5,259,935		1,280,675

Total liabilities and shareholders' equity	$	21,884,720	$	19,467,000

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

-1-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
(AMOUNTS EXPRESSED IN US DOLLAR)

		For the three-month period
		ended March 31,
		2008		2007
		Unaudited		Unaudited

NET SALES	$	12,231,674	$	-

Cost of sales		(10,713,634)		-

GROSS PROFIT		1,518,040		-

Selling expenses		(774,497)		-
General and administrative expenses		(181,461)		-

Income from operations		562,082		-

Other income (expenses)
Investment income		74,590		-
Other income (expenses), net		766		-
Finance costs, net		(5,175)		(292)

Income (loss) before income tax and minority interests		632,263		(292)

Provision for income tax		(148,862)		-

Income (loss) before minority interests		483,401		(292)

Minority interests		706		-

NET INCOME (LOSS)		484,107		(292)

OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment		62,352		(1)

TOTAL COMPREHENSIVE INCOME (LOSS)	$	546,459	$	(293)

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

-2-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(AMOUNTS EXPRESSED IN US DOLLAR)

		For the three-month period
		ended March 31,
		2008		2007
CASH FLOWS FROM OPERATING ACTIVITIES:		Unaudited		Unaudited
Net income (loss)	$	484,107	$	(292)
Adjustments to reconcile net income (loss) to cash provided by operating
activities:
Depreciation		75,182		-
Investment income		(74,590)		-
Minority interests		(706)		-
Increase in assets:
Accounts receivable, trade		(90,124)		-
Inventories		(291,654)		-
Deposits, prepayment and other receivable		(278,600)		-
Increase in liabilities:
Accounts payable		210,720		1,293
Accrued expenses and other current liabilities		(188,966)		-
Taxes payable		90,477		-
Net cash provided by (used in) operating activities		(64,154)		1,001

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment income received		298,465		-
Purchase of buildings, machinery and equipment		(288,473)		-
Settlement of purchase consideration for acquisition of Anyang Prosperous
and Anyang Top		(3,441,226)		-
Investment deposit paid		(139,486)		-
Contributions from minority interests		14,247		-
Net cash used in investing activities		(3,556,473)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Additional paid-in capital contributed by shareholders		3,441,226		-
New bank loan		712,352		-
Increase in restricted cash		(712,352)		-
Loans from other entities		284,551		-
Net cash provided by financing activities		3,725,777		-

Foreign currency translation adjustment		44,658		(1)

INCREASE IN CASH AND CASH EQUIVALENTS		149,808		1,000
CASH AND CASH EQUIVALENTS, beginning of period		1,049,768		-

CASH AND CASH EQUIVALENTS, end of period	$	1,199,576	$	1,000

SUPPLEMENTAL DISCLOSURE INFORMATION
Finance cost paid	$	8,681	$	-
Income tax paid	$	40,256	$	-

The accompanying notes are an integral part of this consolidated financial statement.

-3-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(UNAUDITED)
(AMOUNTS EXPRESSED IN US DOLLAR)


											Accumulated
	Common Stock				Additional		PRC				Other
	Number of				Paid-in		Statutory		Retained		Comprehensive
	Shares		Amount		Capital		Reserves		Earnings		Income		Totals

Balance at December 31, 2007 and January
1, 2008	1	$	1	$	-	$	120,511	$	1,121,524	$	38,639	$	1,280,675
Additional paid-in capital contributed by
shareholders	-		-		3,432,801		-		-		-		3,432,801
Net income for the three months ended
March 31, 2008	-		-		-		-		484,107		-		484,107
Appropriation of PRC statutory reserves	-		-		-		49,421		(49,421)		-		-
Foreign currency translation adjustment	-		-		-		-		-		62,352		62,352

Balance at March 31, 2008	1	$	1	$	3,432,801	$	169,932	$	1,556,210	$	100,991	$	5,259,935

The accompanying notes are an integral part of this consolidated financial statement.

-4-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Origin Orbit Green Resource Company, Ltd. (the "Company" or "Origin Orbit") is a BVI business company established on 13 December 2006 in the British Virgin Islands. On January 28, 2007, the Company entered agreements to acquire 100% interest in Anyang Prosperous Energy Technology Developing Co., Ltd. ("Anyang Propserous") and Anyang Top Energy Green Resources Co., Ltd. ("Anyang Top") respectively. The acquisitions were approved by the relevant government authority in the People’s Republic of China ("PRC") and became effective on April 4, 2007.

As a result of these acquisitions, Origin Orbit has become the holding company of the group comprising Anyang Prosperous and Anyang Top and their subsidiaries (together the "Group"). Origin Orbit is an investment holding company and has not carried on any substantive operations of its own, except for the acquisitions of Anyang Prosperous and Anyang Top.

As of March 31, 2008, details of the subsidiaries of the Company are as follows:

			Percentage of
	Place of	Registered and	effective
Name	operation	paid-up capital	ownership	Principal activities

Anyang Prosperous Energy	PRC	RMB30,000,000	100% (a)	Wholesale and retail sales of
Technology Developing Co.,				compressed natural gas and
Ltd. ("Anyang Propserous")				liquefied petroleum gas
				("LPG")

Anyang Top Energy Green	PRC	RMB5,200,000	100% (a)	Wholesale of compressed
Resources Co., Ltd.				natural gas, liquefied petroleum
("Anyang Top")				gas and Dimethyl Ether
				("DME")

Jinan Zhenyuan Green	PRC	RMB10,000,000	99% (b)	Sales of LPG for domestic and
Resource Co. Ltd.				vehicles usage and related
("Jinan Green Resource")				vehicles components

Handan City Prosperous Car-	PRC	RMB750,000	98% (b)	Sales of LPG, vehicles
used Green Resource Co.				components, and new energy
Ltd. ("Handan Green				research and development
Resource")

Yangquan Zhenyuan Energy	PRC	RMB5,000,000	84% (b)	Construction of gas stations
Science & Technology Co.
Ltd ("Yangquan Zhenyuan")

Fuyang Prosperous Energy	PRC	RMB10,000,000	95% (b) (c)	Energy technology research and
Technology Development				development
Co. Ltd. ("Fuyang
Prosperous") (c)

Weifang Prosperous Energy	PRC	RMB10,000,000	95% (b)	Energy technology research and
Technology Development				development, and sales vehicles
Co. Ltd. ("Weifang				components and gas equipment
Prosperous")

-5-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 1 DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)

			Percentage of
	Place of	Registered and	effective
Name	operation	paid-up capital	ownership	Principal activities


Hengshui Prosperous Energy	PRC	RMB2,000,000	95% (b)	Gas energy technology research
Technology Development				and development
Co. Ltd. ("Hengshui
Prosperous")

Heze Prosperous Energy	PRC	RMB5,000,000	95% (b) (c)	Construction of LPG and CNG
Technology Development				station, and sales of vehicle
Co. Ltd. ("Heze				components
Prosperous")

Shijiazhuang Prosperous	PRC	RMB10,000,000	100% (b)	Gas energy technology research,
Energy Technology				development and advisory
Development Co. Ltd.				services, and sales of gas
("Shijiazhuang Prosperous")				energy product

Xuchang Zhenyuan Green	PRC	RMB10,000,000	95% (b) (c)	Investment in natural gas
Resource Technology				business
Development Co. Ltd.
("Xuchang Zhenyuan")

Yantai Prosperous Energy	PRC	RMB500,000	100% (b)	Gas energy technology research
Technology Development				and development, and sales
Co. Ltd. ("Yantai				vehicle components and gas
Prosperous")				energy equipment

Changzhi City Zhenyuan	PRC	RMB4,400,000	100% (b) (c)	Sales of crude oil, natural gas,
Energy Technology				LPG and related vehicle
Development Co. Ltd				components, and construction of
("Changzhi City")				gas stations

Jiaozuo City Prosperous	PRC	RMB5,000,000	100% (b)	Sales of natural gas, liquefied
Energy Technology				petroleum gas and vehicle
Development Co. Ltd.				components, construction and
("Jiaozuo City")				operation of gas stations

Pingdingshan City Zhenyuan	PRC	RMB5,000,000	100% (b)	Energy technology
Energy Technology				development, sales of natural
Developing Co. Ltd.				gas, LPG and vehicle
("Pingdingshan City")				components, and construction
				and operation of gas stations

Linyi Prosperous Energy	PRC	RMB10,000,000	95% (b)	Sales of natural gas and vehicle
Technology Development				components.
Co. Ltd. ("Linyi
Prosperous")

-6-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 1 DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)

Notes:

(a)

Held directly by Origin Orbit.

(b)

Held indirectly by Origin Orbit through Anyang Prosperous.

(c)

Fuyang Prosperous was incorporated with a registered capital of $1,369,000. As Anyang Prosperous holds 95% ownership interest in Fuyang Prosperous, it is required to contribute $1,300,550 into the capital of Fuyang Prosperous. Up to March 31, 2008, Anyang Prosperous had only contributed $260,110 leaving $1,040,440 remained outstanding.

Heze Prosperous was incorporated with a registered capital of $684,500. As Anyang Prosperous holds 95% ownership interest in Heze Prosperous, it is required to contribute $650,275 into the capital of Heze Prosperous. Up to March 31, 2008, Anyang Prosperous had only contributed $260,110 leaving $390,165 remained outstanding.

Xuchang Zhenyuan was incorporated with a registered capital of $1,369,000. As Anyang Prosperous holds 95% ownership interest in Xuchang Zhenyuan, it is required to contribute $1,300,550 into the capital of Xuchang Zhenyuan. Up to March 31, 2008, Anyang Prosperous had only contributed $260,110 leaving $1,040,440 remained outstanding.

Changzhi City was incorporated with a registered capital of $684,500. As Anyang Prosperous holds 100% ownership interest in Changzhi City, it is required to contribute $684,500 into the capital of Changzhi City. Up to March 31, 2008, Anyang Prosperous had only contributed $616,050 leaving $68,450 remained outstanding.

Linyi Prosperous was incorporated with a registered capital of $1,380,872. As Anyang Prosperous holds 95% ownership interest in Linyi Prosperous, it is required to contribute $1,311,828 into the capital of Linyi Prosperous. Up to March 31, 2008, Anyang Prosperous had only contributed $262,366 leaving $1,049,462 remained outstanding.

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

These consolidated financial statements include the accounts of Origin Orbit and its subsidiaries in which it has voting control. Results of the subsidiaries acquired are consolidated from the date of acquisition, which is the date on which the Company obtains control, and continue to be consolidated until the date on which such control ceases. Inter-company transactions and balances have been eliminated.

Use of Estimates

-7-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of preparation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements for the interim periods are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these consolidated financial statements are not necessarily indicative of the results that may be reported for the entire year. The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States. These consolidated financial statements should be read in conjunction with the Company’s report for the year ended December 31, 2007.

Cash and Cash Equivalents

Restricted cash

The restricted cash represented time deposits pledged against short-term bank loans. Restricted cash is classified as current assets as the maturity of the short-term bank loans was within one year.

Accounts receivable

Accounts receivable is stated at cost, net of an allowance for doubtful accounts.The Group maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments. The Group reviews the accounts receivable on a periodic basis and makes allowances where there is doubt as to the collectibility of individual balances. In evaluating the collectibility of individual receivable balances, the Group considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends.

Inventories

Inventories are stated at the lower of cost, determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. The management will write down the inventories to market value if it is below cost. The management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required.

Available-for-sale investments

Available-for-sale investments are equity securities which the Group does not intend to sell in the near term. Where the investees are private companies which do not have a quoted market price in an active market and whose fair value cannot be practicably estimated are stated in the balance sheet using the cost method. Temporary impairments of costs of such available-for-sale investments are reported in comprehensive income, where as other than temporary impairments are reflected in earnings.

-8-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED

Goodwill

The Group accounts for acquisitions of business in accordance with SFAS No. 141 "Business Combinations", which may result in the recognition of goodwill. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method. Goodwill is not subject to amortization but will be subject to periodic evaluation for impairment. Goodwill is stated in the consolidated balance sheet at cost less accumulated impairment loss.

Buildings, machinery and equipment

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets as follows:

	Useful Life
Buildings	20-40 years
Machinery, gas storage vehicles and motor vehicles	5-10 years
Office equipment	5 years

Construction in progress

Asset Impairment

a)

Long-lived Assets

-9-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Asset Impairment (Continued)

(b)

Goodwill

The Group evaluates, on at least an annual basis, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Group compares the estimated fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Group compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Group’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates.

Financial instruments

The Group values its financial instruments as required by SFAS No. 107, "Disclosures about Fair Value of Financial Instruments". The estimated fair value amounts have been determined by the Group, using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

Revenue Recognition

Sales revenue is recognized net of sales discounts and returns at the time when the merchandise is sold to the customer. Based on historical experience, management estimates that sales returns are immaterial and has not made allowance for estimated sales returns.

Income taxes

-10-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income taxes (Continued)

On January 1, 2007, the Group adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48"). FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This Interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The adoption of FIN 48 has not resulted in any material impact on the Group’s financial position or results.

Comprehensive Income

SFAS No.130, "Reporting Comprehensive Income," establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements. Comprehensive income and loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income arose from foreign currency translation adjustments.

Foreign Currency

The Group uses the United States dollars ("US Dollar" or "US$" or "$") for financial reporting purposes. The companies within the Group maintain their books and records in their functional currency, Chinese Renminbi ("RMB"), being the lawful currency in the PRC. Assets and liabilities are translated into US Dollars using the applicable exchange rates prevailing at the balance sheet date. Items on the statement of operations are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Group’s financial statements are recorded as accumulated other comprehensive income.

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:-

	March 31, 2008	December 31, 2007	March 31, 2007
Balance sheet items, except for the registered and paid-up	US$1:RMB7.0190	US$1:RMB7.3046	N/A
capital and retained earnings	US$1:RMB7.0190	US$1:RMB7.3046	N/A
Amounts included in the statements of operations, changes in
stockholders’ equity and cash flows for the period ended	US$1:RMB7.1692	N/A	US$1:RMB7.758
March 31

-11-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentrations of credit risk

As of March 31, 2008 and December 31, 2007, 100% of the Group’s cash included cash on hand and deposits in accounts maintained with banks within the PRC where there is currently no rule or regulation in place for obligatory insurance to cover bank deposits in the event of bank failure. However, the Group has not experienced any losses in such accounts and believes it is not exposed to any risks on cash and cash equivalents.

For the three months ended March 31, 2008, all of the Group’s sales arose in the PRC. In addition, all accounts receivable as of March 31, 2008 and December 31, 2007 were due from customers located in the PRC.

For the three months ended March 31, 2008, there was no single customer who accounted for more than 10% of the Group’s.

As of March 31, 2008, three customers accounted for 20.6%, 15.5% and 10.8% of the accounts receivable of the Group. As of December 31, 2007, five customers accounted for 26%, 18%, 13%, 12% and 11% of the accounts receivable of the Group. There was no other single customer who accounted for more than 10% of the Group’s accounts receivable as of March 31, 2008 and December 31, 2007 respectively.

Segment information

The Group believes that during the three months ended March 31, 2008, it operated in one business segment – research, development, and sales of LPG and other fuel for domestic and vehicle consumption, and in one geographical segment – China, as all of the Group’s operations were carried out in China.

Commitments and contingencies

The Group follows SFAS No. 5, "Accounting for Contingencies," in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be been incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

-12-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent accounting pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements". SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value instruments. SFAS No. 157 does not require any new fair value measurements, but applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 5, 2007 (the Company’s fiscal 2008). It is believed that implementation of SFAS No. 157 will have little or no impact on the Group’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans– an amendment of FASB Statements No. 87, 88, 106, and 132(R)". SFAS No. 158 requires plan sponsors of defined benefit pension and other postretirement benefit plans (collectively, "postretirement benefit plans") to fully recognize the funded status of their postretirement benefit plans in the statement of financial position, measure the fair value of plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position and provide additional disclosures. It is believed that implementation of SFAS No. 157 will have little or no impact on the Group’s consolidated financial statements since the Company has no applicable plans.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. Subsequent changes in fair value of these financial assets and liabilities would be recognized in earnings when they occur. SFAS No. 159 further establishes certain additional disclosure requirements. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007 (fiscal 2008 for the Group) where earlier adoption is permitted. Management is currently evaluating the impact, if any, and timing of the adoption of SFAS No. 159 on the Group’s financial statements.

In December, 2007, the FASB issued SFAS No. 141(R), "Business Combinations", and SFAS No. 160, "Accounting and Reporting of Noncontrolling interest in Consolidated Financial Statements, an amendment of ARB No. 51" (SFAS No. 160). These new standards will significantly change the financial accounting and reporting of business combination transactions and noncontrolling (or minority) interests in consolidated financial statements. SFAS No. 141(R) and SFAS No. 160 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, fiscal 2009 for the Group). The Company has not yet determined the effect, if any, that the adoption of SFAS 141(R) and 160 will have on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51" ("SFAS No. 160"), which establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Management does not expect that this Statement will have an effect on the Group’s consolidated financial statements.

-13-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent accounting pronouncements (continued)

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133" ("SFAS No. 161"), which changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement will be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management does not expect that this Statement will have an effect on the Group’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Management does not expect that this Statement will have an effect on the Group’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts–an interpretation of FASB Statement No. 60". This Statement interprets Statement 60, "Accounting and Reporting by Insurance Enterprises" and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of this Statement. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. Management does not expect that this Statement will have an effect on the Group’s consolidated financial statements.

NOTE 3 RESTRICTED CASH

Restricted cash consisted of time deposits of $712,352 and nil as of March 31, 2008 and December 31, 2007 respectively, that were pledged against a short-term bank loan of an equivalent amount, as disclosed in Note 15.

NOTE 4 ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

		March 31,		December 31,
		2008		2007
		Unaudited		Audited

Accounts receivable	$	633,332	$	520,116
Less: allowance for doubtful accounts		-		-

Accounts receivable, net	$	633,332	$	520,116

-14-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 5 INVENTORIES

Inventories by major categories are summarized as follows:

		March 31,		December 31,
		2008		2007
		Unaudited		Audited

Compressed natural gas	$	32,955	$	10,018
Liquefied petroleum gas		1,185,573		549,108
Dimethyl ether		66,886		396,914
Vehicle modification components and others		223,159		207,303

	$	1,508,573	$	1,163,343

NOTE 6 DEPOSITS, PREPAYMENT AND OTHER CURRENT ASSETS

Deposits, prepayment and other current assets consist of the following:

		March 31,		December 31,
		2008		2007
		Unaudited		Audited

Trade deposits	$	2,488,354	$	2,172,455
Prepayment		64,584		80,229
Other receivables		5,017,936		4,748,743

	$	7,570,874	$	7,001,427

NOTE 7 INVESTMENT INCOME RECEIVABLE

The investment income receivable as of March 31, 2008 and December 31, 2007 were $95,334 and $311,331, respectively, representing income receivable from Anyang PetroChina, as described in Note 11.

NOTE 8 DEFERRED INCOME TAX ASSETS

Deferred income tax assets of $49,249 and $47,323 as of March 31, 2008 and December 31, 2007, respectively, arose from unused tax loss carry-forwards that management consider more likely than not that it will be realized through future operations. The tax loss carry-forwards are available for offset against future taxable income over the next five years. No valuation allowance was recorded as of March 31, 2008 and December 31, 2007.

-15-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 9 GOODWILL

Balance as of December 31, 2007	$	56,650
Exchange realignment		2,305

Balance as of March 31, 2008	$	58,955

Goodwill arose from the Company’s acquisition of Anyang Prosperous and Anyang Top on April 4, 2007. Impairment of goodwill is tested at least annually at the reporting unit. The test consists of two steps. First, we identify potential impairment by comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. Second, if there is impairment identified in the first step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with SFAS No 141, "Business Combinations". As of March 31, 2008, no impairment was provided on the goodwill.

NOTE 10 AVAILABLE-FOR-SALE SECURITIES

As of March 31, 2008, available-for-sale securities consisted of the following:

	Place of	Percentage of
Name of investees	operation	ownership	Principal activities
Anyang PetroChina Marketing	PRC	34%	Sales of crude oil, refined oil and LPG
Company Limited ("Anyang
PetroChina") (Notes)
Taiyuan Zhenyuan Green	PRC	20%	Sales of vehicle components and construction
Resource Technology			of gas stations
Development Co. Ltd.

Whilst the above companies are private companies whose shares are not quoted or traded in an active market, management has determined that it is not practicable to estimate their fair value reliably. Therefore, the investments in the above companies are stated at cost less any impairment losses. No events or changes in circumstances have been identified that potentially would have a significant adverse effect on the fair value of investments in the above companies. As of March 31, 2008 and December 31, 2007, there was no allowance for impairment losses.

Notes:

Although the Group held 34% ownership interest in Anyang PetroChina, the Group did not have significant influence over Anyang PetroChina. According to an agreement between the Group and the other shareholder of Anyang PetroChina, namely China National Petroleum Corporation ("China National Petroleum"), the Group has assigned the full power and right of management of Anyang PetroChina to China National Petroleum for the period until March 31, 2008. In return, the Group has been entitled to 10% of the cost of its investment in Anyang PetroChina in the form of a fixed "dividend" each year regardless of the actual performance of Anyang PetroChina for the period until March 31, 2008. Therefore, Anyang PetroChina has been accounted for using the cost method instead of the equity method. For the three months ended March 31, 2008, investment income of $74,590 from Anyang Petrol China was included in other income.

-16-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 11 INVESTMENT DEPOSIT

Investment deposit consisted of the following:

		March 31,		December 31,
		2008		2007
		Unaudited		Audited

Deposit paid in connection with the establishment of Anyang Dingran Gas
Company Ltd. ("Anyang Dingran") (a)	$	433,110	$	416,176

Refundable investment deposits relating to:
- Jinan Zhongman Zhenyuan Energy Technology Company Ltd.
("Jinan Zhongman") (b)		71,235		68,450
- Ningxia Energy Green Resources Co., Ltd. ("Ningxia Energy") (c)		142,471		-

		646,816		484,626
Less: Current portion		(213,706)		(68,450)

Non-current portion	$	433,110	$	416,176

Notes:

(a)

Investment deposit of $433,110 represented the amount paid by the Group for the establishment of Anyang Dingran in the PRC, in which the Group will have a 34% ownership interest. Anyang Dingran will have a registered capital of RMB8 million (equivalent to $1,065,133) and intends to engage in the development and sales of natural gas.

(b)

On March 2, 2006, one of Anyang Prosperous’ subsidiaries, Jinan Green Resource entered into an agreement with Shangdong Zhongman Natural Gas Company Limited, ("Shangdong Zhongman") to establish Jinan Zhongman in which Jinan Green Resources would hold a 50% ownership interest. However, Jinan Zhongman has not commenced any substantive operations as of March 31, 2008.

On April 23, 2008, Jinan Zhongman was closed down. Pursuant to the cancellation agreement entered into between the Company and Shangdong Zhongman, the Company has received the refund of deposit of $71,235 in May 2008.

(c)

On January 21, 2008, Anyang Prosperous entered into an agreement with Ningxia Investing Co., Ltd and Xinao (China) Gas Investing Co., Ltd. to establish Ningxia Energy. Pursuant to the agreement, Anyang Prosperous made a cash deposit of $142,471 in February 2008 for the establishment of Ningxia Enery.

However, the relevant PRC local government has not approved the establishment of Ningxia Energy and hence the agreement was cancelled. The Company has received the refund of deposit of $142,471 in April 2008.

-17-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 12 BUILDINGS, MACHINERY AND EQUIPMENT, NET

Buildings, machinery and equipment consisted of the following:

		March 31,		December 31,
		2008		2007
		Unaudited		Audited
Cost:
Buildings	$	221,230	$	154,616
Machinery		2,283,628		2,115,142
Office equipment		296,113		279,757
Gas storage vehicles and motor vehicles		153,950		147,931
Construction in progress		1,047,760		1,167,003

Total cost		4,002,681		3,864,449
Less: Accumulated depreciation		(422,614)		(332,301)

Net book value	$	3,580,067	$	3,532,148

Depreciation expenses in aggregate for the three months ended March 31, 2008 was $75,182.

NOTE 13 OTHER PAYABLES AND ACCRUALS

Other payables and accruals consisted of the following:

		March 31,		December 31,
		2008		2007
		Unaudited		Audited

Accrued operating expenses	$	20,650	$	342,886
Receipts in advance from customers		747,214		256,436
Other payables		1,112,462		2,774,319
Other taxes and surcharges		43,150		42,421
Payable for acquisitions of Anyang Prosperous and Anyang Top		3,537,692		4,875,531

	$	5,461,168	$	8,291,593

NOTE 14 LONG-TERM PAYABLES

Long-term payables consisted of the following:

		March 31,		December 31,
		2008		2007
		Unaudited		Audited
Advances from other third parties	$	6,858,451	$	6,752,074
Advances from a former shareholder of Anyang Prosperous and
Anyang Top		1,314,007		1,262,631

	$	8,172,458	$	8,014,705

-18-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 15 SHORT TERM TRADE-RELATED BANK LOANS

Short-term trade-related bank loans consisted of the following:

		March 31,		December 31,
		2008		2007
		Unaudited		Audited
8.217% one-year term loan granted by Jinan Commercial Bank, matured
on January 28, 2009 and secured by the Company’s bank deposit of
$712,352 and a corporate guarantee given by a third-party entity	$	712,352	$	-

NOTE 16 MINORITY INTERESTS

The movements of minority interests during the three months ended March 31, 2008 are summarized as follows:

Balance as at December 31, 2007		194,729
Arising from acquisitions and establishment of subsidiaries during the period		14,247
Net loss for the period attributable to minority interests		(706)
Exchange realignment		8,026

Balance as at March 31, 2008	$	216,296

NOTE 17 STATUTORY RESERVES

-19-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 18 INCOME TAXES

The Company being incorporated in the British Virgin Islands ("BVI") is not subject to any income tax according to the rules and regulations of the BVI. Before January 1, 2008, the Company’s subsidiaries in the PRC were generally subject to PRC enterprise income tax at 33%. On March 16, 2007, the PRC government promulgated a new tax law, China’s Unified Corporate Income Tax Law ("New CIT Law"), which took effect from January 1, 2008. Under the New CIT Law, foreign-owned enterprises as well as domestic companies are subject to a unified tax rate of 25%. Accordingly, the Company’s subsidiaries in the PRC have been subject to the PRC corporate income tax at a rate of 25% on their taxable income arising in the PRC commencing from January 1, 2008. The effect of this change in tax rate has been reflected in the calculation of deferred income tax assets as of December 31, 2007 and thereafter.

The Company’s income tax expense consisted of:

		Three-month period
		ended March 31,
		2008		2007
		Unaudited		Unaudited

Current – PRC	$	148,862	$	-
Deferred		-		-

	$	148,862	$	-

NOTE 19 COMMITMENTS AND CONTINGENCIES

Lease commitments

		Unaudited
Period ended March 31,
2009	$	261,033
2010		262,166
2011		248,846
2012		202,257
2013		153,157
Thereafter		553,142

	$	1,680,601

-20-

ORIGIN ORBIT GREEN RESOURCE COMPANY LTD AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

NOTE 19 COMMITMENTS AND CONTINGENCIES (CONTINUED)

Capital commitment

		Unaudited
Contracted but not provided for:
Investment in Fuyang Prospectus as disclosed in Note 1(c)	$	1,040,440
Investment in Heze Prospectus as disclosed in Note 1(c)		390,165
Investment in Xuchang Zhenyuan as disclosed in Note 1(c)		1,040,440
Investment in Changzhi City as disclosed in Note 1(c)		68,450
Investment in Linyi Prospectus as disclosed in Note 1(c)		1,049,462
Purchases of fixed assets		829,100

	$	4,418,057

NOTE 20 SUBSEQUENT EVENTS

On June 30, 2008, the Company together with its sole shareholder, Oracular Dragon Capital Company, Ltd. entered into a share exchange agreement (the “Exchange Agreement”) with Acropolis Precious Metals, Inc. (the “AOPM”), a Nevada corporation, pursuant to which AOPM will issue 5,865,000 shares of its common stock to the Company’s sole shareholder in exchange for 100% of the issued and outstanding equity interests of the Company (the “Share Exchange”). The Share Exchange is the final part of a series of consecutive transactions including the stock purchase transactions consummated on June 19, 2008 in which the Company’s sole shareholder purchased 4,524,231 shares of common stock of AOPM from the affiliate and non-affiliate shareholders of AOPM at a total consideration of $ 346,586 (the “Stock Purchase”). The Share Exchange, together with the Stock Purchase, will result in a change-in-control of AOPM and assumption of the Company’s operations and liabilities, including those of Anyang Prosperous and Anyang Top (see Note 1). As the result, the Company’s sole shareholder will own 10,389,231 shares of common stock of AOPM, representing approximately 86.6% of the total issued and outstanding shares of common stock of AOPM after the Share Exchange.

In accordance with the Accounting and Financial Reporting Interpretations and Guidance prepared by the staff of the U.S. Securities and Exchange Commission, upon closing of the Share Exchange, AOPM (the legal acquirer) will be considered the accounting acquiree and the Company (the legal acquiree) will be considered the accounting acquirer. The consolidated financial statements of the combined entity will in substance be those of the Company, with the assets and liabilities, and revenues and expenses, of AOPM being included effective from the date of consummation of the Share Exchange. AOPM will be deemed to be a continuation of the business of the Company. The outstanding stock of AOPM prior to the Share Exchange will be accounted for at their net book value and no goodwill will be recognized.

-21-

EX-99.3 5 acrop063008exh993.htm EXHIBIT 99.3 Acropolis Precious Metals, Inc.: Exhibit 99.3

Exhibit 99.3

PRO FORMA FINANCIAL STATEMENTS (UNAUDITED).
ACROPOLIS PRECIOUS METALS INC.
SUCCESSOR TO ORIGIN ORBIT GREEN RESOURCE COMPANY, LTD.
MARCH 31 2008

The following unaudited pro forma combined financial statements give effect to the Share Exchange as if it had occurred at an earlier date. The unaudited pro forma condensed combined consolidated balance sheet as of March 31, 2008 gives effect to the Share Exchange as if it occurred on March 31, 2008 and combines the historical balance sheets of Origin Orbit Green Resource Company, Ltd. (“Origin Orbit”) and Acropolis Precious Metals, Inc. (the “Company” or “AOPM”) at March 31, 2008. The Origin Orbit balance sheet information was derived from its unaudited March 31, 2008 consolidated balance sheet included herein. The AOPM balance sheet information was derived from its unaudited March 31, 2008 balance sheet. The unaudited pro forma combined statement of operations for the three months ended March 31, 2008 is presented as if the transaction was consummated on January 1, 2008 and c ombines the historical results of Origin Orbit and AOPM for the three months ended March 31, 2008. The historical results of Origin Orbit were derived from its unaudited March 31, 2008 consolidated statement of operations included herein. The historical results of AOPM were derived from its unaudited March 31, 2008 statement of operations.

The unaudited pro forma combined financial statements have been prepared by Origin Orbit’s and AOPM’s management for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had Origin Orbit and AOPM been a combined company during the specified periods. The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document. The unaudited pro forma combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of Origin Orbit as of and for the three months ended March 31, 2008 included herein and the historical financial statements of AOPM as of and for the three months ended March 31, 2008, incorporated by reference herein.

Because the former shareholder of Origin Orbit now owns approximately 86.6% of the total shares of the common stock of the Company, the former shareholder of Origin Orbit has control over the Company, Origin Orbit’s designees are serving as the Company’s directors and the former Origin Orbit management team is managing the Company. As a result, Origin Orbit is deemed to have been the acquiring company for accounting purposes. Accordingly, the purchase price has been allocated among the fair values of the assets and liabilities of AOPM, while the historical results of Origin Orbit are reflected in the results of the combined company post-Share Exchange. The transaction shall be accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.”

The unaudited pro forma combined financial statements are based on estimates and assumptions that are preliminary. The data is presented for informational purposes only and is not intended to represent or be indicative of the results of operations or financial condition of the Company that would have been reported had the proposed transaction been completed as of the dates presented, and should not be taken as representative of future results of operations or financial condition of the combined company. Please also read the section in this Current Report entitled “Cautionary Note Regarding Forward Looking Statements” for more information on the statements made in this section.

ACROPOLIS PRECIOUS METALS INC.
Successor to Origin Orbit Green Resource Company, Ltd.
PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)
MARCH 31 2008

		Historical		Historical	Pro Forma		Pro Forma
		AOPM		Origin Orbit	Adjustments(1)		Combined
		---------------		---------------	----------------------		---------------

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	991	$	1,199,576		$	1,200,567
Restricted cash		-		712,352			712,352
Accounts receivable, net		-		633,332			633,332
Inventories		-		1,508,573			1,508,573
Deposit, prepayment and other current assets		-		7,570,874			7,570,874
Refundable investment deposit		-		213,706			213,706
Investment income receivable		-		95,334			95,334

Total current assets		991		11,933,747			11,934,738

OTHER ASSETS
Deferred income tax assets		-		49,249			49,249
Goodwill		-		58,955			58,955
Available-for-sale securities		-		3,332,397			3,332,397
Investment deposit		-		433,110			433,110
Deposits for buildings, machinery and equipment		-		2,497,195			2,497,195
Buildings, machinery and equipment, net		-		3,580,067			3,580,067

Total other assets		-		9,950,973			9,950,973

Total assets	$	991	$	21,884,720		$	21,885,711

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short term secured bank loan	$	-	$	712,352			712,352
Accounts payable		-		1,248,126			1,248,126
Other payables and accruals		1,121		5,461,168			5,462,289
Income tax payable		-		814,385			814,385
Due to related parties		38,897		-			38,897

Total non-current liabilities		40,018		8,236,031			8,276,049

LONG-TERM LIABILITIES
Long-term payables		-		8,172,458			8,172,458

Total liabilities		40,018		16,408,489			16,448,507

MINORITY INTERESTS		-		216,296			216,296

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock		61		1	58	(2)	120
Additional paid-in capital		17,629		3,432,801	(56,775)	(2)	3,393,655
Statutory reserves		-		169,932			169,932
Accumulated other comprehensive income		-		100,991			100,991
(Accumulated deficit) retained earning		(56,717)		1,556,210	56,717	(2)	1,556,210

Total stock holders' (deficit) equity		(39,027)		5,259,935			5,220,908

Total liabilities and stockholders' equity	$	991	$	21,884,720			21,885,711

ACROPOLIS PRECIOUS METALS INC.
Successor to Origin Orbit Green Resource Company, Ltd
PRO FORMA INCOME STATEMENT.
FOR THE THREE MONTHS ENDED MARCH 31 2008

	Historical	Historical		Pro Forma		Pro Forma
	AOPM	Origin Orbit		Adjustments	(1)	Combined
	---------------	---------------		----------------------		---------------

REVENUE	-	12,231,674				12,231,674

COST OF SALES	-	(10,713,634)				(10,713,634)

GROSS PROFIT	-	1,518,040				1,518,040

OPERATING EXPENSES
Selling expenses	-	(774,497)				(774,497)
General and administrative expenses	(3,312)	(181,461)				(184,773)

TOTAL OPERATING EXPENSES	(3,312)	(955,958)				(959,270)

INCOME FROM OPERATIONS	(3,312)	562,082				558,770

OTHER INCOME (EXPENSES)
Investment income	-	74,590				74,590
Other income (expenses), net	-	765				765
Finance costs, net	-	(5,175)				(5,175)

TOTAL OTHER INCOME (EXPENSES)	-	70,180				70,180

(LOSS) INCOME BEFORE INCOME TAXES	(3,312)	632,262				628,950

INCOME TAXES	-	(148,862)				(148,862)

(LOSS) INCOME BEFORE MINORITY INTERESTS	(3,312)	483,400				480,088

MINORITY INTERESTS	-	706				706

NET (LOSS) INCOME	(3,312)	484,106				480,794

EARNINGS PER SHARE
-Basic and diluted		0.047	(2)			0.040

Weighted average number of shares
-Basic and diluted		10,389,231	(3)			12,000,000

ACROPOLIS PRECIOUS METALS INC.
Successor to Origin Orbit Green Resource Company, Ltd.
PRO FORMA INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31 2007

	Historical	Historical		Pro Forma		Pro Forma
	AOPM	Origin Orbit		Adjustments	(1)	Combined
	---------------	---------------		----------------------		---------------

REVENUE	-	38,502,350				38,502,350
						-
COST OF SALES	-	(34,471,783)				(34,471,783)

GROSS PROFIT	-	4,030,567				4,030,567

OPERATING EXPENSES
Exploration costs	(3,152)	-				(3,152)
Selling expenses	-	(1,762,422)				(1,762,422)
General and administrative expenses	(46,326)	(638,031)				(684,357)

TOTAL OPERATING EXPENSES	(49,478)	(2,400,453)				(2,449,931)

INCOME FROM OPERATIONS	(49,478)	1,630,114				1,580,636

OTHER INCOME (EXPENSES)
Investment income	-	214,290				214,290
Other income (expenses), net	-	178,654				178,654
Finance costs, net	-	(48,925)				(48,925)

TOTAL OTHER INCOME (EXPENSES)	-	344,019				344,019

(LOSS) INCOME BEFORE INCOME TAXES	(49,478)	1,974,133				1,924,655

INCOME TAXES	-	(731,269)				(731,269)

INCOME BEFORE MINORITY INTERESTS	(49,478)	1,242,864				1,193,386

MINORITY INTERESTS	-	(537)				(537)

NET INCOME	(49,478)	1,242,327				1,192,849

EARNINGS PER SHARE
- Basic and diluted		0.120	(2)			0.099

Weighted average number of shares
- Basic and diluted		10,389,231	(3)			12,000,000

Notes to Unaudited Pro Forma condensed Financial Statements

(1)

Because Origin Orbit's former owner has the majority voting rights in the combined entity and Origin Orbit's senior management has been appointed to represent the majority of the senior management of the combined entity following the Share Exchange, the Share Exchange is deemed to be a reverse acquisition. In accordance with the Accounting and Financial Reporting Interpretations and Guidance prepared by the staff of the U.S.

Securities and Exchange Commission, Acropolis Precious Metals Inc. ("AOPM", the legal acquirer) is considered the accounting acquiree and Origin Orbit (the legal acquiree) is considered the accounting acquirer. The consolidated financial statements of the combined entity will in substance be those of Origin Orbit, with the assets and liabilities, and revenue and expenses, of AOPM being included effective from the date of consummation of the Share Exchange.

AOPM is deemed to be a continuation of the business of Origin Orbit. The outstanding stock of Origin Orbit prior to the Share Exchange will be accounted for at their net book value and no goodwill will be recognized.

(2)

The historical earnings per share is computed based on the historical income of Origin Orbit as Origin Orbit is considered the accounting acquirer and thus the predecessor.

(3)

The weighted average number of share used for computing the historical earnings per share is based on the number of shares owned by Origin Orbit's former owner as a result of the reverse acquisition of Origin Orbit by AOPM.

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