8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 5, 2009

WOLLEMI MINING CORP.

(Exact name of registrant as specified in its charter)

Delaware	333-149898	26-1272059
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

No. 78 Kanglong East Road, Yangdaili, Chendai Township

Jinjiang City, Fujian Province, P. R. China

(Address of Principal Executive Offices)

Tel: (86 595) 8677 0999

Fax: (86 595) 8677 5388

 (Registrant’s Telephone Number, Including Area Code)

Room 42, 4th Floor, New Henry House, 10 Ice Street, Central, Hong Kong

(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.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	Page No.
Item 1.01	Entry Into a Material Definitive Agreement	3
Item 2.01	Completion of Acquisition or Disposition of Assets	3
Item 3.02	Unregistered Sales of Equity Securities	53
Item 4.01	Changes in Registrant’s Certifying Accountant	54
Item 5.01	Changes in Control of Registrant	54
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	55
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	55
Item 5.06	Change in Shell Company Status	55
Item 8.01	Other Events	55
Item 9.01	Financial Statements and Exhibits	55

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance.  These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements.  These forward-looking statements are identified by, among other things, the words “anticipates”, “believes”, “estimates”, “expects”, “plans”, “projects”, “targets” and similar expressions.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Important factors that may cause actual results to differ from those projected include the risk factors specified below.

USE OF DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “Wollemi” or “Company” are references to Wollemi Mining Corp., a Delaware corporation, references to “Peakway” are references to Peakway worldwide Limited, a British Virgin Islands corporation that is wholly-owned by Wollemi, and references to “Alberta” are references to Alberta Holdings Limited, a Hong Kong corporation that is wholly-owned by Peakway. References to “Pacific Shoes” are to Fujian Jinjiang Pacific Shoes Co., Limited, a PRC Company, and references to “Baopiao Shoes” are to Fujian Baopiao Light Industry Co., Limited, a PRC company, (collectively “Chinese Subsidiaries”). References to “Cabo” are

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references to Cabo Development Limited, a British Virgin Islands corporation that was the former shareholder of Peakway prior to the reverse acquisition.  References to “we,” “us” or “our” are references to the combined business of Wollemi, Peakway, Alberta, and the Chinese Subsidiaries.  The term “Securities Act” means the Securities Act of 1933, as amended, and the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, the term “RMB” means Renminbi, the legal currency of China and the terms “U.S. dollar,” “$” and “US$” mean the legal currency of the United States. According to the currency exchange website www.xe.com, on November 5, 2009, $1.00 was equivalent to RMB 6.8286.  References to “China” and “PRC” are references to “People’s Republic of China.” References to “BVI” are references to the “British Virgin Islands.”

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 5, 2009, we entered into a share exchange agreement with Peakway Worldwide Limited, a British Virgin Islands company, and its sole shareholder, Cabo Development Limited (“Cabo”), a British Virgin Islands company (the “Share Exchange Agreement”).  Pursuant to the Share Exchange Agreement, Cabo agreed to transfer all of its shares of the capital stock of Peakway, in exchange for a number of newly issued shares of our common stock that would, in the aggregate, constitute 70% of our issued and outstanding capital stock as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.

As a result of the reverse acquisition, we acquired 100% of the capital stock of Peakway and consequently, control of the business and operations of Chinese Subsidiaries of Peakway. Prior to the reverse acquisition, we were in the development stage of engaging in the acquisition and exploration of mining properties and had not yet realized any revenues from our operations. From and after the closing of the Share Exchange Agreement, our primary operations consist of the business and operations of Peakway, which are conducted by Chinese Subsidiaries of Peakway.

Our board of directors (the “Board”) as well as the director and the shareholder of Peakway, each approved the reverse acquisition.

Copies of the Share Exchange Agreement are filed as Exhibits 2.1 to this report.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As described in detail in Item 1.01 above, on November 11, 2009, we completed an acquisition of Peakway pursuant to the Share Exchange Agreement.  The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Peakway is considered the acquirer for accounting and financial reporting purposes.  The assets and liabilities of the acquired entity have been brought forward at their book value.  As a result of the reverse acquisition, our principal business became the business of Peakway, which is to develop, research, design, manufacture and market sports and casual footwear mainly in the PRC. Our products are sold in 24 provinces and administrative regions in China as well as to South America through our distributor.

FORM 10 DISCLOSURE

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

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

DESCRIPTION OF BUSINESS

OUR HISTORY

Overview

We are a Delaware corporation that was incorporated on October 9, 2007 and we are headquartered in Fujian Province, China.  From our inception until November 11, 2009, when we completed a reverse acquisition transaction with Peakway, we were primarily engaged in the acquisition and exploration of mining properties and had not realized any revenues from our planned operations.

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On September 28, 2009, the Board approved a 1.5-for-1 forward stock split of all issued and outstanding shares of common stock of the Company. On October 16, 2009, the Financial Industry Regulatory Authority (FINRA) approved our application for forward stock split.  As the result, the total issued and outstanding shares of common stock of the Company prior to the reverse acquisition were 4,500,000.

By two stock purchase agreements dated September 29, 2009, we experienced a change in control whereby a number of investors, acquired an aggregate of 3,000,000 post forward split shares of common stock from a former shareholder. Upon this change in control, our Board determined that the implementation of our business plan prior to the change in control was no longer financially feasible, and we adopted an acquisition strategy focused on pursuing growth by acquiring undervalued businesses with a history of operating revenues.  Our Board approved the Share Exchange Agreement and we entered into the Share Exchange Agreement with Peakway and Cabo on November 5, 2009.

On May 31, 2008, we sold 1,000,000 shares of common stock to 25 investors for $0.03 per share pursuant to our S-1 registration statement for $30,000.

Background and History of Peakway and  its Operating Subsidiaries

Peakway was incorporated in the British Virgin Islands by Cabo Development Limited, a British Virgin Islands company, on November 3, 2006. Alberta Holdings Limited is a Hong Kong company incorporated on November 4, 2006, which was acquired by Peakway on November 1, 2007. Alberta presently has two direct, wholly-owned Chinese operating subsidiaries:  Fujian Jinjiang Pacific Shoes Co., Limited and Fujian Baopiao Light Industry Co., Limited.

Fujian Jinjiang Pacific Shoes Co., Limited, or Pacific Shoes was established as a sino-foreign equity joint venture entity in the PRC on April 9, 1993. On January 12, 2009, Alberta acquired 100% equity interest in Pacific Shoes.  Currently, all of our revenues have been generated from Pacific Shoes.

Fujian Baopiao Light Industry Co., Limited, or Baopiao Shoes was established as a wholly foreign-owned enterprise (“WFOE”) in the PRC on February 15, 2006. On February 26, 2009, Alberta acquired 100% equity interest in Baopiao Shoes. As of the date of this report, Baopiao Shoes is still in its development stage and has not yet generated any revenues.

The structure prior to the reverse acquisition is as below:

Acquisition of Peakway Worldwide Limited

Through the reverse acquisition of Peakway we acquired all of the issued and outstanding capital stock of Peakway, which became our wholly-owned subsidiary, and in exchange for that capital stock we issued to Cabo, the former stockholder of Peakway, 10,500,000 shares of our common stock. Upon the consummation of the reverse acquisition, Cabo becomes our controlling stockholder.

Upon the closing of the reverse acquisition, on November 11, 2009, our sole director and officer, Mr. Yi Chen, submitted his resignation letter pursuant to which he resigned effective immediately from all offices of the Company that he held and from his position as our director. Simultaneously, five new directors were appointed, including three independent directors. Mr. Haiting Li was appointed as our Chief Executive Officer and Chairman of the Board at the closing of the reverse acquisition of Peakway.  Descriptions of our proposed directors and officers can be found below.

The structure after the reverse acquisition is as below:

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Following the reverse acquisition, we, through our Chinese Subsidiaries, develop, research, design, manufacture and sell series of casual footwear, men's and ladies’ sports footwear mainly in the PRC as well as in the South America through our distributors. Our executive offices are located at No. 78 Kanglong East Road, Yangdaili, Chendai Township, Jinjiang City, Fujian Province, P. R. China 300350, our telephone number is (86 595) 8677 0999, and our fax number is (86 595) 8677 5388. Our website is www. baopiao.com . Information on our website or any other website is not a part of this report.

OUR INDUSTRY

General

China currently is the world largest footwear-making countries. There are 30, 000 to 40, 000 footwear-making enterprises worldwide, with the total number of workers coming up to 10 million. In the 1960s and 1970s, there has been a shift of global footwear-making centers, i.e. from Italy, Spain and Portugal to Japan, Taiwan, Korea, Hong Kong and other countries and regions of relative low costs and enormous industrial resources. In the late 1980s and early 1990s, the centers moved on toward Chinese mainland and coastal areas. Lower costs for land and labor, abundant industry resources and favorable investment environment had served as the desirable conditions for the development of China's footwear-making industry at the time.

Ever since 2008, despite of unfavorable international economy and domestic natural calamities, Chinese economy has not been deviated from its development. China has launched a number of macro control and adjustment, which may create positive conditions for the development of the footwear-making industry in China. China has become the largest footwear producing and export country in the world since 1996. In the subsequent 10 years, the Chinese footwear-making industry has outshined all the others, with an increase of 10%-20% year over year. Throughout 2008, China is still the most powerful footwear manufacturing country in the world. The table below illustrates five largest footwear producers in 2008.

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(Sources: http://www.chinairn.com, Analysis of the Development of Footwear Making Industry of China in the World, Press date: Feb. 13, 2009)

China has maintained its position of being the largest footwear consumption country among the top 10 annual footwear consumption countries in the world as below:

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(Sources: HC 360.com, Analysis of Development Trend of Footwear Making Industry of China in Future, Date: January 16, 2009, 18:45)

The footwear consumption market is huge and will expand continuously in China. From the aspect of Chinese market, the research report released by UBS recently says that the average consumption volume will increase among Chinese women consumers because the economic growth and urbanization of China will render a continuous increase of discretionary income and purchasing power. According to the report, the urbanization has already led to the formation of mid-income Chinese consumers who has special requirements or preference for footwear. This indicates that the Chinese footwear market has fairly huge potentials in growth. From the aspect of global market, relevant statistics shows that China is the largest footwear export country for America, European Union and Russia. The success of Chinese footwear making companies relies on whether they can create their own brand and marketing channels, convert trade growth mode, and gradually expand their self-branded market shares in the global market.

PRC Footwear-making Industry

As of today, China is the largest country in the global footwear-making sector. Asia is now providing more than 85% of footwear products for the global market. There includes China, Vietnam, India, Indonesia and Thailand, amongst which, the annual output of China's footwear exceeds 10 billion pairs, with an employment of more than 4 million persons, and a total annual output of more than 50% in the world. A completed industrial chain ranging from R&D designs, product processing to marketing has come into shape, so the footwear-making industry has become the important mainstay of China's light industry. In 2007, the export of finished footwear of China was $24.137 billion, which accounted for 36% of the total amount of footwear export in the world; 8.177 billion pairs of footwear were exported, which accounted for 73% of the total quantity of global footwear export. From January to September in 2008, 6.27 billion pairs of finished footwear were exported by China, which decreased by 2.76% compared with the same period of last year.

Table 1 Comparison among Industry Data from 1998 to 2007

Year	Footwear and related enterprises	Number of employees		Enterprises with considerable scale		Gross output value
1998	More than 3,000		300,000		4	RMB 9 billion (approximately $1.33 billion)
2003	More than 4,000		500,000		216	RMB 23 billion (approximately $3.4 billion)
2007	More than 5,000	Nearly 600,000		Accounting for 60%		RMB 63.8 billion (approximately $9.4 billion)

(Data source: http://www.qzshoes.org, in November, 2008, Quanzhou Footwear.)

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China's footwear production and export are mainly concentrated in coastal provinces and cities in the eastern part, and a relatively complete industry group has formed in Guangdong (Dongguan), Fujian (Jinjiang), Sichuan (Chengdu), Chongqing, Zhejiang (Wenzhou), etc, with an integration of raw materials, research and development, production, sales and the like. China’s footwear product is wide in its variety, with superior quality, lower cost, and a strong marketing competence in the global footwear market.

TheAthletic and Casual Footwear Industry in China

The rising of the sports and leisure goods consumption is an inevitable outcome from the development of the society, the economy and the improvement of the living standards. In 1980s and 1990s, the income of Chinese people was mainly spent on basic life necessities. In recent years, the advancement of science and technology and the improvement of living standards have resulted in the change in consumption mode and concept. In addition, with the push of such a series of measures as the implementation of 5-day work system since 1995 and two long holidays as Chinese New Year and National Holiday since 1999, people had more time spent on sports and leisure. Moreover, 2008 Beijing Olympic led the sports industry of China to present vibrant prosperity, and endowed a rare but good development opportunity to the sports goods industry of China. Jinjiang, located in coastal Fujian province, is generally accepted as the capital of footwear in China, especially in the industry of sports and casual footwear. In 2007, Jinjiang was just approved as the third sports industry base in China by General Administration of Sports, and a large number of sports brands of market competitiveness were available in Jinjiang.

Ladies Footwear Market in China

The population of China exceeds 1,300 million, wherein, female population is 624 million, which accounts for 48% of the total population. This constitutes a market of significant potential. However, the huge market opportunities hide lots of competitions, and regional brands account for 80% of the market share. Currently, there are more than 7,200 enterprises involved in footwear-making in China, more than 10,000 brands together with those introduced by foreign enterprises into China, and famous international brands and leather footwear brands out of originally-equipped manufacturers.

In 2007, the total quantity consumed in China's female footwear market was 6.5 billion pairs, with a total market consumption of RMB235.2 billion (approximately $34.6 billion), and China had the rapid growth rate of 12% for more than ten years. For 13 years in a row, China has been the largest consumer market for ladies footwear. By 2010, the total consumption of ladies footwear will exceed 8 billion pairs, and it is estimated that the total volume of business transactions in the market will be up to RMB 330 billion (approximately $48.5 billion). Therefore, tremendous opportunities can be expected in China's ladies footwear market. In the PRC market, the selling of ladies footwear shows a steady upward trend, and there is a huge potential in China's consumer market for ladies footwear in future.

OUR BUSINESS

Our Brand

We market our products mainly under the brand name”” or “Baopiao” in English translation.  In 2006, the Trademark Office of the State Administration for Industry and Commerce of the PRC, named our “Baopiao” trademark as one of “Chinese Well-Known Trademarks”. At the same year, our branded footwear was named as one of “Chinese Famous Brand Products” by the General Administration of Quality Supervision, Inspection and Quarantine of the PRC. In 2005, “Baopiao” was listed as one of the top ten satisfied brands for Chinese consumers.  In 2002, Pacific Shoes passed the authentication of ISO9001:2000 quality control system.

Our Product Portfolio

We believe that casual and sports footwear are the most popular footwear in the PRC, because they are generally accepted at either the workplace or on the various casual occasions. Our Baopiao branded sports and casual products target at both female and male customers, while our products are mainly available for ladies. We aim to impress our

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consumers with professional designs, advanced technology, maximum comfort, function and fashionable products.  Our consumers are aged between 18 and 48 years old. In particular, we target at consumers aged between 20 and 35 years old.  We have set moderate prices ranging from $18 to $30 that are affordable to our consumers. Based on different ages, genders, occupations and life styles, we mainly target following customers:

Targeted  group	Gender	Description
18-48 years old	Female	Urban dwellers, students, office ladies, housewives, the females who live in the second and third tier cities or countryside.
18-40 years old	Male	Students, urban dwellers, and the males who live in the second and third tier cities or countryside.

Each year we offer an average of approximately 80 new footwear styles (excluding different colors) with retail prices generally ranging from $18 to $30.

Currently, our Baopiao branded products can be divided into the following five broad series: Business Series, Travelling Series, Outdoor Series, Casual Series, and Casual Sports Series. These five series approximately account for 35%, 10%, 20%, 20% and 15%, respectively in our total sales for the period ended June 30, 2009.

1.   “Business Series”--- target at office ladies and business women. We have applied the esthetic and fashion elements as well as the invisible height-increasing function to this series. These products target at the middle and senior female managers, white-collars, and business women aged between 28 and 38 years old. We focus on “elegance” while designing the shapes, colors, concept and function of the shoes. We also intend to apply fashionable materials to make our product decent and attractive. The core of our design lies in the toe cap and the shoe heel shining leather used on the shoe surface. We intend to emphasize the element of “elegance” in our business series.

Under this series, the raw materials of products include leather, buffed leather, flexible polymers, composite fabric, and the substrate materials are PU and rubber. The colors of this series include white, black and silver grey.

2.    “Travelling Series”--- target at consumers aged between 20 and 38 years old, including young office ladies and housewives, who have interests in traveling and shopping. The main styles of this series include platform shoes, height increasing shoes, hidden-heels shoes and stewardess shoes with very thick soles and heels. We found that it is a trend in our targeted consumers to wear hidden height-increasing footwear.  We have put into great efforts in designing lighter products. Among other products, the “Stewardess shoes” are designed with the exclusive upper surface pattern and the font pattern.

Under this series, the raw materials of products include suede, leather, buffed leather, imitation leather, composite fabric, and the substrate materials are PU and rubber. The colors of this series include khaki, army green, silver grey and black.

3.   “Outdoor series”--- target at consumers who are keen on outdoor activities. Our targeted consumers aged between 18 and 38 and include both male and female who like outdoor activities, especially walking and hiking.

Under this series, the raw materials of products include split leather and suede leather and the substrate material is rubber. The main color of this series is white.

4.    “Casual Series”--- offer a range of classic footwear for customers who are seeking good quality and comfortable shoes. This series help customers to relax themselves. We believe that footwear should be natural and leisurely while showing fashion and more dynamic sense, and they should also be comfortable. Casual Series are applicable to all consumers who are 18 to 48 years old. They are comfortable to wear and featured with attractive colors, for instance the dark colors are adopted in the winter for consumers from the north of China, while in most cases, bright, cool and popular colors are adopted so that they look neat and tidy and are appealed to international consumers. The leisure series emphasize the “comfort” and the convenience to match the daily wear.

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Under this series, the raw materials of products include composite fabric, and suede leather and the substrate material is rubber. The colors of this series include Khaki and coffee.

5.   “Casual Sports Series”---target at students, and people aged between 18 and 40 years old. They are suitable to wear in various casual occasions. Casual Sports Series are the basic product structure under our Baopiao brand. In particular, in the off-seasons except for spring and summer or when the promotion is launched. These products are normally sold in the supermarkets.

Under this series, the raw materials of products include buffed leather and suede leather and the substrate material is PU. The main color of this series is white.

We have designed exclusive symbols and icons to fit the above five series in order to impress consumers and demonstrate the specialty and creativity of our Baopiao brand. Some of these icons are cartoon characters to attract young people.

Our Business Model

Our business model is illustrated in the following diagram:

Procurement of Raw Material

In general, raw materials used for making both sports and casual footwear are leather, buffed leather, imitation leather, composite fabric, PU, natural rubber, synthetic rubber, adhesive and the like. All of the Company’s raw materials are acquired from Chinese suppliers mainly located in Fujian province. We believe that we have good cooperation with raw material suppliers.

As a steady supply of quality raw materials is crucial to our production, we constantly evaluate the suitability of our suppliers and their ability to assure the timely delivery of quality raw materials. Our quality control department has established internal rules and criteria to govern our procurement from our suppliers.

For the six months period ended June 30, 2009, our five largest suppliers accounted for approximately 31.04% of the aggregate amount of purchases from all suppliers, and our largest supplier accounted for approximately 12.59% of the aggregate amount of purchases from all suppliers.

The following table lists the name of our top five suppliers, the value of the raw materials supplied and the percentage of total raw materials (by cost) supplied.

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Top 5 Suppliers (1/1/2009 – 6/30/2009)
Supplier	Supply Value in US$		Percentage of Total Raw Material Cost
Huachang Footwear Materials Company		452,333		12.59	%
Zhida Footwear Factory		265,485		7.39	%
Xinxiezhi Footwear Factory		193,545		5.39	%
Fuxin Package Factory		109,272		3.04	%
Zhimeng Footwear Materials Company		94,381		2.63	%
Total		1,115,016		31.04	%

Our Production

Our footwear production facilities are located in Jinjiang, Fujian province, PRC, and have a total gross floor of 11,500 square meters with three production lines. As of December 31, 2008, we have aggregate annual production volume amounted to approximately 2.2 million pairs of footwear. In order to meet the increasing demand for our products, the production facilities at our Baopiao Shoes for a total area of 57,728 square meters is currently under construction and is expected to commence production in 2010.

The production facilities at our Pacific Shoes began production in 1993. Our production machinery is comprised mainly of sewing machines, moulding machines, pressing machines, heating machines, cooling machines, compressing machines, various kinds of testing machines and a CAD computerized design system.

Our Production Processes

The following flowchart outlines our standard production process for our footwear products:

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Blanking:	Auxiliary materials are tailored to form auxiliary components with various specified forms in accordance with the requirements of processing technique, including outside and inside material cutting.
High frequency:	High-frequency induction heating equipment is utilized for carrying out mold heating to materials of soft and hard leather and material of real leather or cloth in certain forms so as to ensure the occurrence of concavo-convex patterns on the surface of the materials.
Stitching:	It is also known as sewing, which are assembled into the upper of semi-finished products by means of personal skills in accordance with the production flow.
Embroidery:	Computerized embroidery machines are adopted to embroider the auxiliary components  and mainly to make trademarks and patterns.
Sole-upper linking:	Lasting pincers and counter lasting machines are utilized for lasting the upper of  shoes and middle bushings on the shoe tree and shaping.

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Scribing:	Scribers are utilized for marking lines for the upper bushed on the shoe tree so as to determine the position in which the upper is mutually pasted up with the shoe sole.
Heat setting:	Shoes are  put into a neat setter for heating so as to shape the vamp of the shoes.
Cementing:	It refers to a production process in which the binding agent is evenly brushed on the upper and the outer bottom.
Sole laying:	The shoe sole with glue is jointed with the upper bushed on the shoe tree.
Press fitting:	Gas in the interface is further eliminated by the action of pressure when the shoe sole just starts to conglutinate with the upper but is not completely cured, thereby enhancing the  mutual penetration of adhesive molecules and improving the bond strength.
Cold setting:	Shoes are put into a cooling chamber for low temperature treatment so as to  shape the whole shoes.

Quality Control Measures

Through Pacific Shoes, we passed the ISO9001:2000 International Quality Control System Authentication in 2002 and implemented the comprehensive quality control in accordance with the requirements of the quality control system.  We have set up the quality control section in each production unit, headed by the team managers who station in the workshop with other inspectors. Pacific Shoes employs 23 quality inspectors to undertake the field testing and inspection in the factory. The quality control department and other relevant departments, adopts the abrasion resistance tester, tension tester, folding resistance tester, non-yellowing tester, low-temperature bending machine, hydrostatic pressure tester, color fastness tester and other precise instruments and equipment to get comprehensive technical parameters and properties of raw and auxiliary materials, semi-manufactured goods and finished products. We apply complete quality testing and control system throughout the production.

At present, the Company has the following testing equipments used for carrying out comprehensive tests to the materials, function, color change, bending resistance, slip stopping performance and wear resistance of the whole shoe so as to ensure the quality, service life and good wearing experience of finished products.

1 HY-769: low temperature resistance testing machine—mainly for carrying out flexibility test to finished products at a low temperature state and cracking test to flexibility test materials of out soles.

2 HY-762A: bending resistance testing machine of finished footwear—for carrying out bending test to finished footwear at the normal temperature.

3 HY-939: pull testing machine—for testing the peeling strength of materials.

4 HY-953: fracture strength testing machine—for testing the fracture strength of materials (such as the fracture strength tests carrying out to PU, nubuck.)

5 HY-767B: electric friction decolorization testing machine—for carrying out decolorization degree test to all shoe making materials.

6 HY-764A: yellowing resistance testing machine—for testing the yellowing resistance of white material.

7 HY-782: slip stopping capability testing machine of soles—for testing the slip stopping performance of finished footwear.

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8 HY-763CB: National Standard wear resistance testing machine—for testing the wear resistance of out soles (remark: TPR and PU rubber).

9 HY-954: standard light source box—for carrying out light source test to the colors of shoe making materials in order to determine the saturation and purity of the colors.

With all inspection and test machines installed, the Company is capable of conducting a series of test, such as avulsion, peeling, compression, bending resistance, over the finished products, the semi-manufactured products, the raw materials, and the like. This has provided more scientific and technical supports to the Company’s production. In 2007, Pacific Shoes was awarded the “High-tech Enterprise” by the Fujian Science and Technology Bureau for their height-increasing function shoes.

Outsourcing

Our products are manufactured through a combination of internal and external production, which we believe is cost-effective and to meet unforeseen demand. We produced majority of our footwear products in our three production lines while we also outsourced certain of our products to six external contract manufacturers to enhance our production cost. For the period ended June 30, 2009, approximately 10.59% of our footwear product were produced by external contract manufacturers.  We do not enter into long term agreements with our external contract manufacturers, and these purchase contracts do not contain any terms that will restrict our ability to engage other contract manufacturers.

Sales and Marketing

Distribution Network

We sell our products substantially on a wholesale basis to our distributors who are responsible for distribution to retail outlets which sell our products to consumers. Through our distributors, the sales network of our products has covered 24 Chinese provinces and administrative regions in various modes, such as retail outlets, counters in department stores and shopping malls, and wall racks in large supermarkets. In addition, our products, including our branded products and ODM products, sold in the South America account for 25.18 % of the total sales amount for the period ended June 30, 2009.

Sales Model

Prior to February of 2009, we employed a wholesale business model in the Chinese market. We entered into annual distributorship agreements with our distributors which set out key terms, such as the geographic area within which they are authorized to sell our products, credit and payment terms and annual sales and network expansion targets.  As of June 30, 2009, we had a total of 26 distributors including 22 independent distributors in 22 provinces and regions and 4 authorized distributors in 2 provinces. We do not directly own or operate any retail outlets and do not enter into any contractual relationship with third party retail outlet operators.

Independent Distributors. In 2009, we have 22 independent distributors covering 22 provinces and regions of China. Each distributor is entitled to sell our products exclusively in one province or region. We sell our products to the distributors at a uniform discount to the unified retail price. The distributors then distribute our products through their sales network in their respective province. Our independent distributors manage local networks through the third party retail operators they appointed. In 2009, our independent distributors control a total of 24 retail outlets in 22 provinces and regions.

Authorized Distributors. To be qualified as our authorized distributors, such distributors need to own and directly manage a minimum of three retail outlets, counters in department stores and shopping malls, or wall racks in large supermarkets.  In 2009, we have 4 authorized distributors who own and directly manage their branches and retail stores to sell our products in four cities (including one city in Anhui province, and three cities in Fujian province). The authorized distributors are required to sell our products to consumers at our unified retail price, however, the discount to the unified retail price we provide to these 4 authorized distributors is less than the discount we provide to the independent distributors.

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We advanced cash to the independent distributors to assist them to expand the number of retail outlets and distribution points in the related geographic areas in which they are located. We set guidelines for our authorized distributors in respect of the location and decoration of the outlets with the aim of increasing their sales opportunities and improving the recognition of our Baopiao branded products. We believe our business model enables us to achieve growth by leveraging the resources of our distributors, as well as the expertise in retail distribution and retail management and local relationship of our distributors. Among others, our largest distributor, Taiwan Quanyi Xingye Co., Ltd. (through a Jujian import and export agent ) had a total value of $2,347,552 of sales of our products (including our branded shoes and ODM products) for the period ended June 30, 2009.

In addition to our traditional wholesale model, we have started to employ “On-line Sales” model as a supplementary sale approach since February 2009. Customers in China can browse over 300 styles of footwear (including different colors ) among our five products series and place orders through our online retail store (www.baopiao.com/shop or www.bepure.com.cn/shop). We accept payments through wiring, remittance, or Alipay (a third party online payment service provider similar to Paypal). All of our websites have registered for an internet content provider (ICP) license which is required by PRC Ministry of Information. As our On-line Sales is still in the early development stage and the on-line sales amount, for the period from February, 2009 to September, 2009, is $71,000, which accounts for approximately 0.43% of the total sales amount for the period ended September 30, 2009.

Qualification of Distributor

All distributors are required to be financially and professionally competent in the sale of sports and casual footwear. Prospective distributors should submit their application for distribution and get assessed, and only qualified candidates may conclude a one-year distributor agreement with us and get permission as a regional distributor. All distributors shall sell the Baopiao branded sports and leisure products in a specified region under our authorization, being responsible for the market development and management and actively expanding sales outlets. Counterfeited Baopiao branded products are denied, otherwise, the Company shall have the right to disqualify such distributors. We believe that our sales network through our distributors is relatively strong in second and third-tier cities in the PRC.

Evaluation of Distributor

We conduct evaluation to our distributors once a quarter in terms of annual performance, store appearance maintenance, outlet exploration scales and speed, the timeliness and accuracy of information feedback, the scale of fixed assets, the standardization of operation and the like. If any distributor fails to fulfill its monthly sales target or annual sales target or target for establishing new sales outlets for consecutive 6 months, we are entitled to cancel the exclusive distribution right of such distributor.

Pricing

We adopt “unified retail price” rule pursuant to which we sell our products to our distributors at discounts to the suggested retail price. We believe that this ensures fairness and transparency within our distribution network.  The suggested retail price in the PRC for our products ranged from approximately $18 to $30. In determining the suggested retail prices, we take into account of market supply and demand, cost of production, the prices of competing products and our consumers’ purchasing power. All retail outlets are required to follow our pricing policies. Any discount of our retail price is generally permitted for end of season sales or holiday promotion. The level of any such discount is decided and approved by us on a case-by-case basis.

Credit Control

We generally grant line of credit to our distributors based on their creditworthiness and credit history. We grant credit periods, normally for six months, to some agents with good sales performance.

Customer Services

We have established a customer service system which deals with the feedback from customers in time.  We have set up a 400-8823-899 toll-free telephone for customer communication and to handle complaint and dispute and quality arbitration. Customers can dial the toll free telephone number to report quality complaint very conveniently. All problems and complaints reported by customers are thoroughly studied to reach a proper settlement.

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Marketing and Brand Promotion

We believe that to create a strong brand image and increase brand recognition is crucial to our operation. We primarily utilize the internet, magazines and outdoor displays in our media advertising. We also organize other activities to promote our Baopiao brand, and some of which are run by our distributors, including promotional events during the holidays and the end of seasons. We hold promotion activities in various forms focusing on the seasonal new product launch. These promotion activities include discount sales, gifts, outdoor advertisements, magazine advertisements, on-line activities and the like. Our distributors also contribute to the marketing and promotion of our brand by conducing local promotions within their geographic areas.

Original Design Manufacturer (“ODM”)

In addition to manufacturing footwear products for our own brands, we also engage in ODM manufacturing whereby we are commissioned by APIS, a footwear brand in South America to manufacture footwear according to their specifications. The total sales of our ODM products for the period ended June 30, 2009 and for the years ended December 31, 2008 and 2007 are listed as below:

	Sales in South America										Domestic Sales
	Our own brand					ODM
	US$		% of Revenues			US$		% of Revenues			US$		% of Revenues
2007		1,112,000		8.24	%		1,667,000		12.36	%		10,709,000		79.40	%
2008		1,615,000		8.02	%		1,616,000		8.03	%		16,900,000		83.95	%
2009 (first six months)		1,126,000		15.95	%		1,376,000		19.49	%		4,559,000		64.56	%

Our Competition

We compete with an increasing number of local and international players. We believe our strongest competitors in the footwear market include sports footwear brands Nike, Li Ning, and Anta, and casual footwear brands BELLE group, Teenmix and Saturday in terms of brand recognition in the PRC. The market share of BELLE in China is relatively high, being 4.6% in 2008, among which, TATA is also a brand name of  BELLE group, with a total market share of 6.8% in 2008. They respectively account for 21.5% and 10.3% in the top ten brands in China during 2008.

We believe that our main competitive advantages are as below:

lWe offer high quality and functional footwear products. Our R&D team enables us to bring new footwear styles with features such as height-increasing function. We believe that our quality control procedures combined with our design capabilities enable us to increase the quality of our products.  We undertake quality control measures at difference stages of our production process and we obtained ISO9001:2000 quality control certification for our footwear production in 2002.  In 2006, our branded footwear has been named as one of “Chinese Famous Brand Products” by the General Administration of Quality Supervision, Inspection and Quarantine of the PRC.

lOur sales models allow us to quickly respond to changes in consumer preferences and fashion trends. We believe that our sales model enables us to react rapidly to market trends. Our On-line Sales enables us to observe market trends and customer preferences, and give us a platform to test marketing initiatives and gain direct access to consumer feedback.

lWe have dedicated management team. Our management team has extensive experience in footwear industry. Our Chief Executive Officer, Mr. Li has approximately 15 years of experience in footwear operations and management. Our senior management has broad experience in sales and marking, manufacturing and quality control. We believe that the extensive experience of our senior management team has contributed to the successful development of our business.

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Our Research and Development

We believe that technological innovation is a key to increasing product quality. Our internal research and development center was set up in 2002 and is primarily responsible for conducting our research and development activities.  Our research and development efforts are focused on following objectives: preparing and setting the technical strategy for the Company, introducing and applying new technologies and materials, creating and improving the footwear molds, materials, types and functions, detecting and determining the technical performance of products, improving the technical indexes of products, and providing technical support for the manufacturing department, the sales department and the quality control department.  As of November 5, 2009, we have 30 staff members dedicated to research and development, including 4 market analysts, 6 pattern makers and 20 computer designers and sample makers.  All of our research staff has experience in the footwear industry.  Our market analysts attend various domestic footwear trade exhibitions to keep themselves informed of the latest fashion trends.  Our pattern makers work closely with the sales and procurement teams in designing new products and in improving existing products. Our design team develops and improves concepts and ideas upon the sales records of our products and other market information. The amount we spent on research and development activities during the fiscal years ended December 31, 2007 and 2008 were $19,000 and $85,000 and accounted for approximately 1%, and 4%, respectively, of our total revenues.

In 2008, our subsidiary, Pacific Shoes introduced the CAD/CAM software developed by a famous footwear designer from Taiwan to facilitate automatic sample design. The main developing work is as follows:

1. CAD (Computer Aided Design System)/CAM (CAM, Computer Aided Manufacturing System) three dimensional aided designed upper sample so as to improve the accuracy of designed sample and save raw materials.

2. CAD/CAM three dimensional aided designed out sole mold so as to improve the clearness of patterns and three-dimensional effect of out soles.

Our Intellectual Property

Trademarks

Pacific Shoes has registered four trademarks for “Baopiao” and “” with the Trademark Bureau under the State of Administration for Industry & Commerce, PRC, as follows:

Trademarks	Certificate No.	Categories	Valid Term
+ BAOPIAO +(logo)	No.1936521	No.25: running footwear, gym footwear, and belts (apparel)	January 7, 2003 to January 6, 2013
+DILKS+(logo)	No.4060266	No.25:garment, ties, socks, swimsuits, hats, gloves, jerseys	July 28, 2008 to July 27,2018
+ BAOPIAO +(logo)	No.4060267	No.18: horse harness	March 21, 2008 to March 20, 2018
+ BAOPIAO +(logo)	No.4060395	No.35: advertising, market research, import and export agency, soliciting, auction, accountant, photocopy, job center	July 28, 2008 to July 27, 2018

As of the date of this report, we have not yet produced or sold any products under the trademark of “+DILKS+(logo)” .

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Pacific Shoes also has applied for the following trademarks:

Pending Trademarks	Application No.	Application Date
	No.5511838	July 31, 2008
(Logo)	No.5511839	July 31, 2008
BAOPIAO	No.5511840	July 31, 2008
bepure-(logo)	No.6964726	Sept 22, 2008
bepure-(logo)	No.6964727	Sept 22, 2008
bepure	No.6964728	Sept 22, 2008
(Logo)	No.6964729	Sept 22, 2008
(Logo)	No.6964730	Sept 22, 2008

Patents

Our CEO, Mr. Haiting Li has filed following the patent applications:

Categories of Pending Patents	Application No.	Application Date	Description
Utility	No.200920165757.0	July 29,2009	A kind of shoes, especially a kind of shoe products including insole and outsole, designed according to human engineering with shock absorption feature.
Design	No.200930195047.8	July 29,2009	A kind of footwear shape

Mr. Li has signed the license agreement with Baopiao Shoes and Pacific Shoes to license above two pending patents free of charge.

Domain Names

Pacific has registered the following domain names:

1. “Chinabaopiao.com”

2.“Baopiao.com”

3.“Bepure.com.cn”

4.“.com”

5.“.cn”

6.“.cn”

7.“cnbaopiao.mobi”

Our Employees

As of November 5, 2009, our Chinese Subsidiaries had a total of 598 full time employees. As required by applicable Chinese laws, we have entered into employment contracts with all of our officers and managers. We believe that our relationship with our employees is good.  We compensate our production line employees by unit produced (piece work) and compensate other employees by salaries and bonus based on performance.  We also provide training for our staff from time to time to enhance their technical and product knowledge as well as their knowledge of industry quality standards.  The following table illustrates the allocation of these personnel among the various job functions conducted at our Chinese Subsidiaries.

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Departments	Number of Employees
Production	509
Quality Control	23
Sales	11
Research and Development Center	30
Finance	7
Sourcing	4
Admin	7
Storage and Distribution	7
Total	598

We have not experienced any significant problems or disruption to our operations due to labor disputes, nor have we experienced any difficulties in recruitment and retention of experienced staff.

Our Properties and Facilities

All land in China is stated-owned or collectively-owned.  Individuals and companies are permitted to acquire rights to use land or land use rights for specific purposes.  In the case of land used for industrial purposes, land use rights are granted for 50 years.  Granted land use rights are transferable and may be used as security for borrowings and other obligations.  Our Chinese Subsidiaries have obtained following properties.

Pacific Shoes

Pacific Shoes’ main office and manufacturing facilities are located in Jinjiang City, Fujian Province, China, on a plot of land approximately 3,000 square meters in size. It has been issued a Land Use Right Certificate for the land and valid until September 29, 2057 by the municipal government of Jinjiang. It currently owns three buildings on the property as listed below.

Pacific Shoes’ land use rights are set forth below:

Land Use Right Certificate No.	Jin Guo Yong (2008) 00011
User of the Land	Pacific Shoes
Location	No.8 Qiguang Dong Road, Handai Village, Chendai County, Jinjiang City, Fujian Province
Usage	Industrial
Area (㎡)	3000
Form of Acquisition	By means of transfer
Expiration Date	9/29/2057
Encumbrances	Pledged to China Agricultural Bank, Jinjiang City Branch. Pledge period: 4/18/2008 – 4/17/2010

Pacific Shoes owns the following buildings:

	Part 1	Part 2	Part 3
Area (㎡)	5127.38	2204.17	2562.07
Usage of Design	Factory	Factory	Factory
Structure	Mixture	Mixture	Mixture
Certificate No.	Jin Fang Quan Zheng Chen Dai Zi No. 06-200132-001
Owner	Pacific Shoes
Location	No.8 Qiguang Dong Road, Handai Village, Chendai County, Jinjiang City, Fujian Province
Encumbrances	Pledged to China Agricultural Bank, Jinjiang City Branch. Pledge period: 4/18/2008 – 4/17/2010

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Baopiao Shoes

Baopiao Shoes has two plots of land located in Huian County, Quanzhou City, Fujian Province, China. It has been issued two Land Use Right Certificates for the land and is valid until December 31, 2056 by the municipal government of Huian County.

Baopiao Shoes’s land use rights are set forth below:

Land Use Right Certificate No.	Hui Guo Yong (2008) Chu Zi No.100002-1
User of the Land	Baopiao Shoes
Location	Qunxian Village & Xiagong Village, Zhangban Town, Huian County, Quanzhou City, Fujian Province
Usage	Industrial
Area (㎡)	27,783.9
Form of Acquisition	By means of transfer
Expiration Date	12/31/2056
Encumbrances	Pledged to Huian <County> Rural Credit Cooperation Union Zhangban Credit Association. Pledge period: January 22, 2009 to January 21, 2012

Land Use Right Certificate No.	Hui Guo Yong (2008) Chu Zi No.100002-2
User of the Land	Baopiao Shoes
Location	Qunxian Village &Xiagong Village, Zhangban Town, Huian County, Quanzhou City, Fujian Province
Usage	Industrial
Area (㎡)	29,944.0
Form of Acquisition	By means of transfer
Expiration Date	12/31/2056
Encumbrances	Pledged to Huian <County> Rural Credit Cooperation Union Zhangban Credit Association Pledge period: January 22, 2009 to January 21, 2012

Baopiao Shoes’s premise is under construction. The current construction area is 57,728㎡.

We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business needs.

Insurance

Our insurance coverage includes our facilities and equipment insurance.

Coverage	Insurance Policy No.		Insurance Date	Insurance Subject
Facilities  equipment, raw material and inventories		350800004051	June 18, 2009	RMB 17,256,500 (Approximately US$2,537,720)
Facilities		350800003259	June 5, 2009	RMB 15,862,800 (Approximately US$2,332,765)

We believe our coverage and insured limits are customary for similar companies in our industry in China. We do not have general product liability insurance for any of our products. Nevertheless, we believe that our practice is in line with the general practice in the PRC as product liability insurance is not required under the PRC laws.   We have not received any material claim from customers relating to any liability arising from the use of our products which have resulted in adverse impact to our business.

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Licenses

Our principal up-to-date licenses, certificates and authorizations in order to operate our business are set forth as below:

Pacific Shoes

1 Business License (Registration No. 350500400016634) issued by Administration for Industry and Commerce of Quanzhou City on March 27, 2009. Pacific Shoes has passed the 2008 annual inspection.

2 Certificate of Approval for Establishment of Enterprises with Investment of Taiwan, Hongkong, Macao and Overseas Chinese in the People’s Republic of China (Approval Number: Shang Wai Zi Min Quan Wai Zi Zi [1993] 1667), issued by People’s Government of Fujian Province on March 16, 2009

3 Organization Code Certificate issued by Quality Supervision and Inspection Bureau of Quanzhou City (code No. 61156984-5, and registration No. Zu Dai Guan 350500-054104), the valid period of which is from February 19, 2008 to February 19, 2012. Pacific Shoes has passed the 2009 annual inspection.

4 ID Card of Foreign Exchange Registration (No. 00226252) issued by the Jinjiang SAFE in October, 2009

5 Taxation Registration Certificate (Min Guo Shui Deng Zi No. 350582611569845) issued by State Administration of Taxation of Jinjiang City, Fujian Province, and Local Administration of Taxation of Jinjiang City on June 18, 2009.

6 Social Insurance Certificate inspected by Social Insurance Company of Jinjiang City on October 23, 2009.

Baopiao Shoes

1 Business License (Registration No. 350500400048219) issued by Administration for Industry and Commerce of Quanzhou City on March 24, 2009. Baopiao Shoes has passed the 2008 annual inspection.

2 Certificate of Approval for Establishment of Enterprises with Investment of Taiwan, Hongkong, Macao and Overseas Chinese in the People’s Republic of China (Approval Number: Shang Wai Zi Min Quan Wai Zi Zi [2006] 0010), issued by People’s Government of Fujian Province on March 16, 2009

3 Organization Code Certificate issued by Quality Supervision and Inspection Bureau of Quanzhou City (code No. 78218670-X, and registration No. Zu Dai Guan 350500-067857), the valid period of which is from June 19, 2009 to June 19, 2013.

4 ID Card of Foreign Exchange Registration (No. 00226343) issued by Jingjiang SAFE  in October, 2009

5 Taxation Registration Certificate (Min Guo Shui Deng Zi No. 35052178218670X) issued by State Administration of Taxation of Jinjiang City, Fujian Province, and Local Administration of Taxation of Jinjiang City in December 2006.

Regulations

We are subject to a wide range of regulation covering every aspect of our business. The most significant of these regulations are set forth below. 

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We are subject to national and local laws of China, including China’s environmental laws and regulations.  Under the relevant Chinese environmental laws, all manufacturing enterprises must submit an environmental impact report to the relevant environmental protection authority before starting production operations.  In addition, manufacturing enterprises must engage professional environmental organizations to monitor and report on pollutants and emission regularly.  We do not produce material waste during our production. The main pollutants generated by our plants of Pacific Shoes are solid waste and exhaust gas.  We have taken the necessary measures to control the discharge of these pollutants.  We have carried out the relevant environment impact assessments and have obtained all the required permits and environmental approvals for our production facilities. Our Baopiao Shoes has passed the environment impact assessment before commencing construction of production facilities. We are in material compliance with the Chinese environmental laws and regulations as of November 5, 2009.

Moreover, we are subject to Product Quality Law of the PRC, which is applicable to all activities of production and sale of any product within the territory of the PRC, and the producers and sellers shall be liable for product quality in accordance with such law.

In addition, according to the Consumer Protection Law of the PRC, the rights and interests of the consumers who buy or use commodities for the purposes of daily consumption or those who receive services are protected and all manufacturers and distributors involved must ensure that the products and services will not cause damage to persons and properties.

The PRC Production Safety Law also requires that we shall maintain conditions for safe production as provided in the Production Safety Law and other relevant laws, regulations, and various standards. Any entity that is not sufficiently equipped to ensure safe production may not engage in production and business operation activities. We are required to offer education and training programs to our employees regarding production safety.  Since the commencement of our business, none of our employees has been involved in any major accident in the course of their employment and we have never been subject to disciplinary actions with respect to the labor protection issues.

Legal Proceedings

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

RISK FACTORS

You should carefully consider the risks described below, which constitute all of the material risks facing us.  If any of the following risks actually occur, our business could be harmed.  You should also refer to the other information about us contained in this report, including our financial statements and related notes.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

Our Baopiao branded products have a limited history in the branded footwear industry and failure to effectively promote or maintain our Baopiao Brand may adversely affect our performance and sales.

Our Baopiao branded products were first introduced to the market in 2003. We seek to position our brand as a high quality sports and casual footwear brand targeting consumer groups between the ages of 18 and 48.  We believe our brand is critical to our success as we believe that market perception and consumer acceptance of a brand is a determining factor for consumers in purchasing decisions.  Our revenues from sales of our Baopiao branded products were approximately $11,821,000 and $18,516,000 representing approximately 87.64% and 91.97% of the total revenues in 2007 and 2008, respectively. We market our brands mainly through media commercials including outdoor advertising and magazine advertising.  We are dependent on market perception and consumer acceptance of our products, over which we have no control.  Any negative publicity or disputes regarding our brands, products, or the loss of any award or accreditation associated with our Baopiao brand such as “PRC Fujian Province Well-Known Trademark” and “China Well-Known Trademark” could materially and adversely affect our business, financial condition. If we fail to successfully promote our brands position, the market recognition of our brands may suffer. As a result, consumer confidence in our brands may be eroded and our business, profitability and results of operations may be adversely affected.

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We rely on a small number of suppliers for a large portion of our raw material and product supply and any interruption of supply from these suppliers would affect our results of operations.

The principal raw materials used in the production of our footwear products are leather, buffed leather, fabrics, nature rubber, synthetic rubber, soles and plastics.  All of raw materials are obtained from domestic suppliers in the PRC. For the fiscal years ended December 31, 2007 and 2008, our five largest raw material suppliers accounted for approximately 33.1% and 34.17%, respectively, of the aggregate amounts of raw materials we purchased, and our largest raw material supplier accounted for approximately 10.32% and 14.71% for the fiscal years ended December 31, 2007 and 2008, respectively, of the aggregate amounts of raw materials we purchased.  We do not enter into long-term agreements with our raw material suppliers and generally procure the raw materials that we required through purchase orders issued by us from time to time which set out the terms regarding the price, purchase quantity, delivery terms and settlement terms, among others. There is no assurance that such suppliers would be able to deliver raw materials to us in a timely manner or at acceptable prices and quality. We cannot guarantee that there will be no interruption in the supply of raw materials from our suppliers. Any disruption in supply from our suppliers may adversely affect our business and results of operations. Fluctuations in the costs of our principal raw materials and our inability to pass on any increases in raw materials costs to our customers by increasing the suggested retail prices of our products may materially and adversely affect our cost of sales.

We mainly rely on distributors for the sales of our products and any failure by us to maintain good relationships with them may adversely affect our business.

Substantially all of our revenues were generated from sales of our products to our distributors, which in turn sell our products to consumers in the PRC through retail outlets operated or controlled by them. Prior to 2009, we do not sell any of our products directly to consumers and we do not own or operate any authorized retail outlets. In 2008, we sold over 83.95% of our products through over 26 distributors (including 22 independent distributors and 4 authorized distributors). Our five largest distributors accounted for approximately 36.38% and 37.59% of our total revenues for the fiscal years ended December 31, 2007 and 2008, respectively, and our largest distributor accounted for approximately 9.16% and 10.55% of our total revenues for the financial years ended December 31, 2007 and 2008. We therefore expect to continue to rely on these distributors for our sales of products. As such, the sales performance of our distributors and the ability of our distributors to expand their business and sales networks are crucial to the future growth of our business.  Furthermore, we do not have long-term agreements with these distributors, but generally enter into distributorship agreements with them for a term of one year, renewable annually. There is no assurance that we will be able to renew the distributorship agreements with these distributors on mutually acceptable terms or at all. If any of our distributors terminates or does not renew its distributorship agreement with us, we may not be able to replace such distributor with a new and effective distributor in a timely manner or on terms acceptable to us, or at all. Our distributors are required to meet minimum purchase targets. However, if our distributors do not place orders at historical levels or at all or, if any major distributors substantially reduce their volume of purchases from us or ceases its business relationship with us, our business, financial condition could materially suffer.

A distributors’ failure to perform its obligations under its distributorship agreement with us could materially and adversely affect our business in a geographic area in the PRC.

As each of our distributors has exclusive distribution rights over a certain geographic area, the failure by such distributor to perform its obligations under its distributorship agreement with us may result in a material adverse effect on the business in such area. Most of our distributors are granted exclusivity over one province or region. If any of our distributors becomes unable or unwilling to supply our products in the geographic area over which such distributor has exclusively distribution rights, the business in that area will be materially affected.

Further, we also rely on the obligations set forth in the distributorship agreements with our distributors to impose our retail policies on them. As we do not enter into any agreements with the third party retail outlet operators, we rely on our distributors to manage these retail outlets and to ensure that they operate in accordance with our retail policies. There is no assurance that our distributors or the third party retail operators will comply with, or that the distributors will enforce our retail policies. In such event, we may not be able to effectively manage our sales network or maintain a uniform brand image, and we cannot guarantee that such third party retail operators would offer quality services to consumers. Although we intend to replace any distributors who consistently fail to comply with, or fail to cause the third party operators to comply with our retail policies, we may be unable to replace them in a timely manner.  As a result, our business, financial condition, results of operations may be adversely affected.

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Because we depend on the third party to market our products in the international market, any problems encountered by such party could affect our sales.

We do not have any offices outside of the PRC, and we depend on a third party, (Taiwan) Quanyi Xingye Co., Ltd. to market our Baopiao branded products to South America. As a result, we are dependent upon such distributor, over which we have no control, to develop and implement an international marketing effort. Any problems encountered by such party, including potential violations of laws of the PRC or other countries, may affect their ability to sell our products which would, in turn, affect our net sales.

Our new sales models have a limited operating history.

Since 2009, we adopted new sales model which we believe can flatten our sales channels. We have developed the On-line Sale model through our website www.baopiao.com and www.bepure.com.cn as the supplement approach.  Since these sales modes are in their early stage, it is difficult to identify the difficulties that we may encounter in the different stages of developing and implementing new sales models. As we lack experience in the management of the On-line Sales, we may not be successful in the execution of this new sales model. You should not rely on our past results as an indication of our future performance and management of this sales models. If we are unable to successfully address these risks, difficulties and challenges in the new sales model, our business, and financial condition results of operations could be materially and adversely affected.

Our sales volume and operating results are sensitive to seasonality.

Substantially all of our revenue is derived from our sales in the PRC. Our performance is sensitive to local consumers spending patterns. Our operation results have fluctuated from season to season. We generally recorded higher sales in the first quarter and fourth quarters than in the second and third quarters. The seasonality of our sales is primarily attributable to the seasonal nature of some of our products. In addition, there are other factors relevant to seasonality which may affect our sales, including national holidays and weather conditions. Accordingly, any unpredictable change during such periods may adversely affect our operation results, and any comparison of our operating results between our interim and annual results in a calendar year is not necessarily meaningful.

We may be unable to manage future rapid growth.

We have grown rapidly over the last few years. Our sales increased by 49% from $13,488,000 in 2007 to $20,131,000 in 2008. In 2007, we sold approximately 80 styles of footwear. In 2008, we phased out approximately 60 footwear styles and had approximately 100 new footwear styles.  We intend to continue to expand the volume and variety of products we offer, as well as the geographical scope of our sales and production facilities.  Our business growth could place a significant strain on our managerial, operational and financial resources.  Our ability to manage future growth will depend on our ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our workforce.  We cannot assure you that our personnel, systems, procedures and controls will be adequate to support our future growth.  If we are unable to effectively manage our growth, including the rapid expansion of the distribution network, it may be difficult for us to execute our growth strategy and a decrease in the market demand for our products could result in an accumulation of inventory at the distribution network. As a result, it may materially and adversely affect our business, financial condition, and results of operation.

We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our research and development, operations and revenue.

Our success and ability to expand our operations depend heavily on our ability to attract, retain and motivate qualified key personnel, in particular, we rely on our chairman and chief executive officer, Mr. Haiting Li. Mr. Li, together with other senior management, has been the key driver of our strategy and has been fundamental to our achievements to date.  The successful management of our business is, to a considerable extent, dependent on the services of Mr. Li and other senior management. The loss of the services of any key management employee or failure to recruit a suitable or comparable replacement could have a significant impact upon our ability to manage our business effectively and our business and future growth may be adversely affected. Furthermore, if we are unable to attract and retain qualified employees, we may be unable to meet our business and financial goals.

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We are subject to credit risk in respect of account receivables.

We sold the majority of our products to our distributors, who are generally granted a credit period between 90 to 180 days, the exact terms of which are determined based on factors such as past sales performance and credit history.  For each of the two years ended December 31, 2007 and 2008, our third party trade receivables outstanding were $2,452,607, and $6,102,998, which accounted for 13.01%, and 20.22%, of our total assets, respectively. We perform ongoing credit evaluations of our distributors’ financial condition and generally require no collateral from them to secure their payment obligations. As our sales increase, the amount of accounts receivable from our distributors will increase. Should a significant number of our distributors fail to settle the account receivables in full in a timely matter for any reasons, our financial conditions and profitability could be adversely affected.

We face increasing competition from both domestic and foreign companies, which may affect our market share and profit margins.

We believe that the footwear industry is highly competitive in the PRC and on a worldwide basis. Our ability to compete against other national and international enterprises is, to a significant extent, dependent on our ability to distinguish our products from those of our competitors by providing high quality products at reasonable prices that appeal to consumers’ tastes and preferences.  Some of our competitors may have been in business longer than we have, may be better established in their markets.  Our current or future competitors may provide products comparable or superior to those we provide or adapt more quickly than we do to evolving industry trends or changing market requirements.  Increased competition may result in price reductions, reduced margins and loss of market share, any of which could materially adversely affect our profit margins. We cannot assure you that we will be able to compete effectively against current and future competitors.

Our business could be adversely affected by intellectual property rights disputes or proceedings with third parties for possible infringement of their intellectual property rights.

Our principal intellectual property rights include our trademarks for our brand, and our domain names.  To date, we have four trademarks, eight pending trademarks and seven domain names. There is no assurance that we will be successful in obtaining trademarks currently under application or which we may develop in the future, and that the third parties will not infringe our intellectual property rights. We depend, in large part, on PRC laws to protect our trademarks, patents and other intellectual property rights. Our efforts to enforce or defend our intellectual property rights may not be adequate and may require significant attention from our management and may be costly.  The outcome of any legal actions to protect our intellectual property rights is uncertain. If we are unable to adequately protect or safeguard our intellectual property rights, our business, financial condition and results of operations may be materially and adversely affected.

Our business could be materially and adversely affected by claims of third parties for possible infringement of their intellectual property rights.

We have not faced any claims that our products have infringed upon any third parties’ intellectual property rights, but we may face such claims from time to time during our operation. If any legal proceeding against us for infringement of intellectual property rights is successful, we may be prohibited from manufacturing or selling products which are dependent on the usage of such intellectual property. In such case, we may experience a material adverse effect on our business and reputation, and could have a material adverse effect on our business, financial condition, and results of operations.

Our borrowing levels and significant interest payment obligations could limit the funds we have available for various business purposes.

We have relied mainly on a high level of borrowings to fund a portion of our capital requirements, and expect to continue to do so in the future.  As of June 30, 2009, we had total borrowings of $2,045,348.  The bank loans as of June 30, 2009 were collateralized by the buildings, land use right, and guaranteed by Mr. Li Haiting, the CEO of the Company. Historically, we have repaid a significant portion of such short-term loans by rolling over the loans on an annual basis.  In addition, we may not have sufficient funds available to pay all of our borrowings upon maturity.  Failure to roll over our short-term borrowings at maturity or to settle our debt could result in the imposition of penalties, including increases in rates of interest that we pay on our debt and legal actions against us by our creditors, or even insolvency.

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The registered capital of Baopiao Shoes has not yet been fully contributed.

Baopiao Shoes was incorporated on February 15, 2006 with an approved registered capital of 50 million Hong Kong dollars. As of this report, 16,370,500 Hong Kong dollars has been contributed to Baopiao Shoes which accounts for 32.74% of its registered capital. Pursuant to its Articles of Association, its registered capital must be contributed within three years from the date of issuance of the business license of such enterprise, otherwise, pursuant to the current PRC regulations, the business license for Baopiao footwear shall become invalid or be revoked. Although the local Industrial and Commercial Bureau renewed Baopiao Shoes’ business license on March 24, 2009, and the local Bureau of Commerce issued an written consent on April 8, 2009 to approve the extension of capital contribution of Baopiao Shoes till December 31, 2009, we cannot predict whether the business license may be held invalid by other competent PRC governmental authorities.  If the business license is held invalid or revoked, it would adversely affect our business operation.

We are subject to risks of doing business internationally. If the international market does not grow as we expect, our business and financial condition may be adversely affected.

Through one of our distributors, 25.18% of our total revenues are generated from the sales to South America, including the sales of our ODM products. Our revenues from the oversea sales are subject to a number of inherent risks, including local economic and political conditions, including disruptions in trading markets; restrictive foreign governmental actions, including restrictions on transfers of funds and trade; protection measures, including export duties and quotas and customs duties and tariffs; and currency exchange rate fluctuations. Any of the foregoing risks could have a material and adverse effect on our operating results. As a result, our products and our revenues would be decreased and we may need to adjust our market strategy.

Increase in labor costs in China may adversely affect our business and our profitability.

The footwear industry in labor is intensive. Labor costs in China have been increasing recently, and we cannot assure you that the cost of labor in China will not continue to increase in the future or that we will be able to increase the prices of our products to offset such increases. If labor costs in China continue to increase, our production costs will increase. If we are not able to pass these increases on to our customers, our business, profitability and results of operations may be adversely affected.

We may be exposed to product liability, property damage or personal injury claims and our current insurance coverage may not sufficient to cover the risks related to our operations

We do not presently maintain product liability insurance. We may be exposed to product liability claims from time to time and as a result, we may have to expend significant financial resources to defend against such claims. We believe that such product liability claims risks will increase as legal concepts in product liability claims begin to develop in the PRC.  Therefore, we may face significant costs and expenses to defend against such claims or enter into settlement agreements, and we may suffer serious damage to our reputation, be subject to material monetary damages and be subject to government investigations. As a result, our reputation, business and financial condition will be materially and adversely affected.

Currently we maintain insurance policies in respect of damage to properties, equipment, raw material and inventories. Any events and any losses or liabilities that are not covered by our current insurance policies could have a material adverse effect on our business, financial condition, and results of operations.

We may fail to anticipate or respond to changes in consumer tastes and fashion trends in the footwear industry in a timely manner.

We operate in an industry that is subject to rapid and unpredictable changes in consumer preferences. Our success depends on our ability to identify and respond to constantly shifting consumer tastes and fashion trends and to develop new and appealing products on a timely basis. This requires continued anticipation and responsiveness to ever changing market and fashion trends.  If we misjudge consumer tastes or fashion trends, the demand for our products may decrease and our business, financial condition and results of operations may be adversely affected.

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We are a holding company that heavily relies on dividends and other distributions paid by our subsidiaries to fund future cash and financing requirements.

We are a holding company and operate our core business through our subsidiaries in the PRC. We may rely on dividends and other distributions on equity paid by our subsidiaries for our future cash and financing requirements.  If our subsidiaries incur debt in the future, instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.  Furthermore, relevant PRC laws and regulations permit payment of dividends by PRC companies only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. Under PRC laws and regulations, our Chinese subsidiaries are required to set aside 10% of its after-tax profits each year to fund a statutory surplus reserve.  As a result of these PRC laws and regulations, our Chinese subsidiaries are restricted in its ability to transfer a portion of its net assets to us in the form of dividends.  Limitations on the ability of our Chinese subsidiaries to pay dividends to us could adversely affect our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct the our business.

RISKS RELATED TO DOING BUSINESS IN CHINA

All of our assets are located in the PRC and any adverse Changes in PRC economic and political policies could have a material adverse effect on the overall economic growth of China, which could reduce the demand for our products and harm our results of operations.

We carry on all of our business and generate most of our sales in the PRC.  Accordingly, our business, financial condition, results of operations and prospects are affected significantly by economic, political and legal developments in the PRC.  The PRC economy differs from the economies of most developed countries in many respects, including:

·   the higher level of government involvement;

·   the early stage of development of the market-oriented sector of the economy;

·   the rapid growth rate;

·   the higher level of control over foreign exchange; and

·   the allocation of resources.

·   the balance of payment position.

The PRC economy has been transitioning from a planned economy to a more market-oriented economy, and as a key market in the global economy, is also influenced by worldwide economic conditions including the recent global economic slowdown.  For the past three decades the PRC government has implemented economic reform measures emphasizing utilization of market forces in the development of the PRC economy.  Some of these measures will benefit the overall PRC economy, but may have a negative effect on us.  Our business, financial condition and results of operations may be adversely affected by:

·   changes in PRC political, economic and social conditions;

·   changes in policies of the PRC government, including without limitation, changes in policies affecting private business, foreign investment and footwear  industry;

·   changes in laws and regulations or the interpretation of laws and regulations;

·   measures which may be introduced to control inflation or deflation;

·   changes in the rate or method of taxation; and

·   imposition of additional restrictions on currency conversion and remittances abroad.

China’s social and political conditions are also not as stable as those of the United States and other developed countries.  The PRC government has previously taken actions to stabilize the country’s economy and any possible social unrest.  It has implemented various measures intended to create stable momentum and growth.  We cannot assure that such growth will be sustained in the future. Any sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on the overall economic growth and the level of the development of footwear industry in China, which in turn could lead to a reduction in demand for our products and consequently have a material adverse effect on our businesses.

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A downturn in the economy of China may slow our growth and profitability.

The growth of the Chinese economy has been uneven across geographic regions and economic sectors. There can be no assurance that growth of the Chinese economy will be steady or that any downturn will not have a negative effect on our business.  

Our business is largely subject to the uncertain legal environment in China and legal protection could be limited to you and us.

We are a holding company, and we conduct our business primarily through our operating subsidiaries incorporated in China. We and our operating subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. Furthermore, Chinese law governs almost all of our material agreements. The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which prior court decisions may be cited for reference but have limited precedential value.  Since 1979, the PRC government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters, such as foreign investment, corporate organization and governance, commerce, taxation and trade.  However, as these laws and regulations are relatively new, and due to the limited volume of published cases and judicial interpretation and their lack of precedential force, interpretation and enforcement of these laws and regulations involve significant uncertainties, which may limit legal protections available to us.  In addition, some regulatory requirements issued by certain PRC government authorities may not be consistently applied by other government authorities (including local government authorities), thus making strict compliance with all regulatory requirements impractical. Furthermore, intellectual property rights and confidentiality protections in China may not be as effective as in the U.S. These uncertainties could limit the legal protections available to us and investors.

It is difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets based in China.  

As majority of our officers and our executive directors are residents of China and not of the U.S., and substantially all the assets of these persons are located outside the U.S.  As a result, it could be difficult for United States investors to enforce their legal rights, effect service of process in the U.S., or to enforce a judgment obtained in the U.S. against our Chinese officers, directors and subsidiaries. There is also uncertainty as to whether the courts in China would enforce judgments of United States courts against us or our directors and officers based on the civil liabilities provisions of the securities laws of the United States or any other state, or adjudicate an original action brought in China based upon the securities laws of the United States or any other state. Further, it is unclear if extradition treaties now in effect between the United States and China would permit effective enforcement of criminal penalties of the Federal securities laws.  In addition, any litigation in China may be protracted and result in substantial costs and diversion of our resources and management attention.

Price inflation in China could negatively affect our competitive advantages and our results of operations.

In recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation.  Because we purchase raw materials from suppliers in China, this price inflation has increased the costs of the raw materials we must purchase for production. This trend risks counteracting the competitive advantage we enjoy as a result of the relatively lower production costs we incur from operating in China. If inflationary trends continue in China, China could lose its competitive advantage as a low-cost manufacturing venue, including with respect to our products, which could in turn lessen any competitive and reputational advantages we gain through China-based manufacturing. Accordingly, continuing or increasing inflation in China may weaken our competitiveness in our markets and have a material adverse effect on our profitability in China. Negative inflation may also cause a period where consumers are reluctant to spend, as consumers anticipate lower prices for products in the future.

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Restrictions on currency exchange may limit our ability to receive and use our revenues effectively and limit the ability of our Chinese subsidiaries to obtain financing.

 All of our revenues and expenses are denominated in Renminbi. As a result, any restrictions on currency exchange may limit its ability to use revenue generated in Renminbi to:

·   fund business activities outside the PRC;

·   settle and repay its indebtedness; and

·   pay out dividends to its shareholders.

Under China’s existing foreign exchange regulations, our Chinese subsidiaries may purchase foreign currencies for settlement of current account transactions, including payments of dividends to us, without prior approval from the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, we cannot assure you that that the Chinese government will not take further measures in the future to restrict access to foreign currencies for current account transactions. Furthermore, Foreign exchange transactions under the capital account will be subject to significant foreign exchange controls and require the approval of or need to register with Chinese government authorities, including SAFE.  Capital account transactions refer to inflows and outflows of capital, produce increases or reductions in debt and equity, including direct investments, various types of borrowings and investments in securities. If our Chinese subsidiaries borrow foreign currency through loans from us or other foreign lenders, these loans must be registered with SAFE and if the loans exceed certain borrowing limits, must be approved by SAFE. In addition, if we finance the subsidiaries by means of additional capital contributions, these capital contributions must be approved by certain government authorities, including the Ministry of Commerce, or their respective local counterparts.  These limitations could affect our Chinese subsidiaries’ ability to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from us.

Failure to comply with Chinese registration requirements relating to the establishment of offshore special purpose companies by the PRC resident shareholder may adversely affect us.

On October 21, 2005, SAFE issued a regulation (“SAFE Circular No. 75”) entitled “Circular on Several Issues Concerning Foreign Exchange Regulation of Corporate Finance and Roundtrip Investment by PRC Residents through Special Purpose Companies Incorporated Overseas”. SAFE Circular No. 75 requires PRC residents to register with the competent local SAFE branches with respect to the offshore special purpose companies (the “SPVs”) in which they have invested, directly or indirectly, and to file amendments to their registrations in connection with certain material transactions involving capital variations of the SPVs. Under SAFE Circular No. 75, failure to comply with the registration procedures set forth above may limit our ability to contribute additional capital into or provide loans to our Chinese subsidiaries and may also result in penalties, including imposition of restrictions on a PRC subsidiary’s foreign exchange activities and its ability to distribute dividends to the SPV and its ability to pay the SPV proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiary.

On May 29, 2007, SAFE formulated internal implementation rules and guidelines (“SAFE Circular No. 106”) for SAFE officials to apply and enforce SAFE Circular No. 75. SAFE Circular No. 106 was aimed at interpreting and clarifying SAFE Circular No. 75. However, as these rules were only recently promulgated, it is currently unclear as to how they will be interpreted and implemented. In addition, as SAFE Circular No. 106 is an internal implementation rule within the SAFE authorities, it is unclear how the regulation, and any future legislation concerning offshore or cross-border transactions will be interpreted, amended and implemented by the relevant government authorities. Mr. Li being the beneficial shareholder of Peakway and domestic residents of the PRC, has applied for the foreign exchange registration of overseas investments at the local branch of the SAFE in accordance with the SAFE Circular 75. Our PRC legal counsel believes that there is not any obstacle to obtain such registration nor to satisfy the SAFE Circular 75.

However, Mr. Li is required to file a modification to the foreign exchange registration for overseas investment in the event of any material capital changes, including a subsequent equity financing for our companies outside of the PRC.  Payment of dividends, profits and other payments to us will not be permitted unless the aforesaid modification has been filed. The failure or inability by Mr. Li to comply with the SAFE rules, if SAFE requires it, may subject him to fines or other sanctions and may also limit our ability to contribute additional capital into or our Chinese subsidiaries, limit our Chinese Subsidiaries’ ability to pay dividends to us, or otherwise distribute profits or proceeds from any reduction in capital, share transfer or liquidation to us, or otherwise adversely affect us. Failure by our beneficial owner to comply with SAFE filing requirements described above could result in liability to these shareholders or our Chinese subsidiaries under PRC laws for evasion of applicable foreign exchange restrictions.

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Recent PRC regulations relating to cross-border mergers and acquisitions may impact us.

On August 8, 2006, six Chinese regulatory agencies, including the Ministry of Commerce, the China Securities Regulatory Commission (“CSRC”) and the SAFE, jointly issued the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the New M&A Rule, which became effective on September 8, 2006, to more effectively regulate foreign investment in PRC domestic enterprises. The new M&A Rule also has certain provisions that require offshore special purpose vehicles formed for the purpose of acquiring Chinese domestic companies and directly or indirectly established or controlled by Chinese entities or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock market.  On September 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval.

The application of this new M&A rule is currently unclear. Although we acquired the equity interests in Baopiao Shoes and Pacific Footwear after the New M&A Rule became effective, they were established as qualified foreign invested enterprises prior to the effective date and we acquired such equity interests from another offshore company. Our PRC legal counsel believes that the new M&A rule and the CSRC approval do not apply to us.

It is not clear how the provisions in the new regulation regarding the offshore listing and trading of the securities of a special purpose vehicle apply to us. We believe, based on the interpretation of the new regulation, that CSRC approval is not required for this reverse acquisition. Since the new regulation has only recently been adopted, there remains some uncertainty as to how this regulation will be interpreted or implemented. If the CSRC or another Chinese regulatory agency subsequently determines that the CSRC’s approval is required, we may face sanctions by the CSRC or another Chinese regulatory agency. If this happens, these regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of our net proceeds from this offering into China, restrict or prohibit payment or remittance of dividends to us or take other actions that could have a material adverse effect on our business, financial condition, results of operations, and our reputation.

We are subject to risks presented by the foreign exchange rate between U.S. dollars and Renminbi.

We publish our financial statements in U.S. dollars, while all of our revenue is denominated in Renminbi. The value of our common stock will be affected by the foreign exchange rate between U.S. dollars and Renminbi.  Since 2005, the PRC government has managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies.  However, we cannot predict when the PRC government will allow free conversion of Renminbi into foreign currencies. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operational needs and should the Renminbi appreciate against the U.S. dollar at that time, our financial position may be harmed.  Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of our earnings from our subsidiaries in China would be reduced.

The discontinuation of any preferential tax treatment or other incentives currently available to us in the PRC could materially and adversely affect our business, financial condition and results of operations.

Our subsidiaries enjoy certain special or preferential tax treatments regarding foreign enterprise income tax in accordance with the “Income Tax Law of the PRC for Enterprises with Foreign Investment and Foreign Enterprises” and its implementing rules.  Accordingly, they have been entitled to tax concessions whereby the profit for the first two financial years beginning with the first profit-making year (after setting off tax losses carried forward from prior years) is exempt from income tax in the PRC and the profit for each of the subsequent three financial years is taxed at 50% of the prevailing tax rates set by the relevant tax authorities.  However, on March 16, 2007, the PRC’s National People’s Congress passed a new corporate income tax law, which is effective on January 1, 2008. This new corporate income tax unifies the corporate income tax rate, cost deduction and tax incentive policies for both domestic and foreign-invested enterprises.  According to the new corporate income tax law, if an enterprise incorporated outside the PRC has its

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“effective management” located within the PRC, such enterprise may be recognizes as a PRC tax resident enterprise and be subject to the unified enterprise income tax rate of 25% over a five-year grandfather period.  We cannot rule out the possibility that our subsidiaries not incorporated in the PRC may be recognized as a PRC tax resident enterprise under the new corporate income tax law in the future. The discontinuation of any such special or preferential tax treatment or other incentives could have an adverse affect our business, financial condition and results of operations.

RISKS RELATED TO THE MARKET FOR OUR STOCK

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

Our common stock is quoted on the OTCBB under the symbol “WOLI.OB”. The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or NASDAQ system.  The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Our principal stockholder has the power to control our business.

Our principal stockholder, Cabo Development Limited, owns 70% of our common stock as of November 11, 2009. As a result, Cabo Development Limited has the ability to elect all of our directors and to approve any action requiring stockholder action, without the vote of any other stockholders. Our principal stockholder may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

We are subject to penny stock regulations and restrictions.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.   As a “penny stock,” our common stock may become subject to Rule 15g-9 under the Exchange Act of 1934, or the “Penny Stock Rule.”  This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their spouses).  For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale.  As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

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

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule.  In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Securities Exchange Act of 1934, or “Exchange Act”, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Standards for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain, and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting, and attestation of this assessment by our company's independent registered public accountants. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. In addition, the attestation process by our independent registered public accountants is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accountants. If we cannot assess our internal control over financial reporting as effective, or our independent registered public accountants are unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Following is management's discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words "believes," "anticipates," "may," "will," "should," "expect," "intend," "estimate," "continue," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Form 8-K.

OVERVIEW

The Company was organized under the laws of the State of Delaware under the name of Wollemi Mining Corp.  The Company became an OTC-listed reporting (Section 15(d)) issuer on March 26, 2008 under the ticker “WOLI.OB”.  The Company's CUSIP Number is 977863 109.

On November 11, 2009, the Company completed a reverse acquisition transaction with Peakway Worldwide Limited (“Peakway”), a company incorporated under the laws of British Virgin Island. The exchange was consummated under the laws of the State of Delaware and pursuant to the terms of the Share Exchange Agreement dated as of November 5, 2009 (“Share Exchange Agreement”).

Pursuant to the Share Exchange Agreement, the Company issued 10,500,000 shares of its common stock, par value $0.0001 per share, to the stockholder of Peakway, Cabo Development Limited (“Cabo”), representing 70% of the Company’s issued and outstanding common stock, in exchange for the 1,000 outstanding shares of Peakway held by Cabo.  Immediately after giving effect to the reverse transaction, the Company had 15,000,000 shares of its common stock outstanding. Pursuant to this exchange, Peakway became a wholly-owned subsidiary of the Company and most of the Company’s business operations are now conducted through Peakway’s wholly-owned subsidiaries, Fujian Jinjiang Pacific Shoes Co., Limited (“Pacific Shoes”), and Fujian Baopiao Light Industry Co., Limited (“Baopiao Shoes”), two limited companies incorporated in Jinjiang City Fujian Province China under the laws of the People’s Republic of China (“PRC”). On November 5, 2009, the Board of the Company, approved to change its name to Pacific Bepure Industry Inc. The Board also approved to change the Company’s trading symbol to reflect the Company’s current business.

The business operations of Peakway are conducted through its indirect wholly-owned Chinses subsidiaries, Pacific Shoes and Baopiao Shoes (collectively “Chinese Subsidiaries”). Our Chinese Subsidiaries develop, manufacture sports and casual footwear and sell a majority of its products through distributors. All of our products are designed by us for our exclusive distribution and joint sales under the brand name of “Baopiao”. Pacific Shoes have four registered trademarks and eight pending trademarks. We mainly target at women customers.

Our Chinese Subsidiaries totally have 598 full time employees. With three production lines and advanced techniques in place, our Chinese Subsidiaries are capable of designing, producing and processing its own-branded products as well as providing ODM services for a South America brand.  In 2008, the Company sold the majority of its products across 24 provinces in China. Meanwhile, 25.18% of our total revenues were generated from the sales to South America through our distributor. Since 2009, we, through 4 authorized distributors, started to adopt direct retail outlets to flatten our sales channels. Our sales network includes 24 retail outlets managed by our 22 independent provincial distributors and 15 retail outlets managed by our authorized distributors in the PRC market.  We have also developed the Online Sale model directly to the customers through our websites www.baopiao.com and www.bepure.com.cn as the supplement approach.

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Business Review

Our Baopiao brand was first introduced to the market in 2003 and we intend to position our brand as a high quality sports and casual footwear brand targeting consumer groups between the ages of 18 and 48.  Revenues from sales of our Baopiao branded products were approximately $18,516,000 and $11,821,000, representing approximately 91.97% and 87.64% of the total revenues in 2008 and 2007, respectively. Substantially all of our revenues were generated from sales of our products to our distributors, which in turn sell our products to consumers in the PRC through retail outlets operated by them, .

We have grown rapidly over the last few years. Our sales increased by 49.25% from $13,488,136 in 2007 to $20,131,118 in 2008. The number of product types we sold increased from approximately 80 in 2007 to approximately 120 in early 2009.  We intend to continue to expand the volume and variety of products we offer, as well as the geographical scope of our sales and production facilities in the PRC.

However, we are now facing challenges due to the recent global financial crisis.  The location of our Chinese Subsidiaries, Jinjiang, a small city in Fujian, China, has a total of 3,112 footwear companies with 380,000 stuffs.  In the year of 2008, 950 million pairs of sports shoes are manufactured, which accounted for one-fifth of the world's total pairs of sports shoes. However, in the year of 2009, Jinjiang reported double-digit decreases in exports of footwear. The financial condition of the company in the first half year of 2009 is also affected and met a downturn. The local government believes that the financial crisis is a serious blow to local companies not only engaging in OEM or ODM for overseas markets, but also on the domestic market.

The global financial crisis has adversely affected our financial position, results of operations or cash flows, and we have difficulty to work on the full capacity like the early years. On the other hand, we believe there is still a huge potential in the Chinese domestic shoe market, especially in the second- and third-tier cities. Since 2009, the Company has started to advance the distributors to expand their sales networks in the second- and third-tier cities. The Company believes that the Beijing 2008 Olympic Games played a key role to boost the sports and casual industry in the PRC and sports and casual footwear market in China is expected to be expanded.

Though the global economy went through the gradual recessions from 2007, the Company persistently carried out its investment in brand building and marketing resources. Since 2007, the Company has been focused on promoting its most competitive products — the Business Series products which are very popular among Chinese women consumers. By optimizing the business model and strengthening the R&D efforts, the Company has built an enhanced marketing network for a cluster of Baopiao shoes. Meanwhile, the Company has invited experienced personnel to its management team.

The Company believes that it has made progress in its financial performances for the fiscal year 2008 and for the first half of 2009, primarily through the proactive brand promotion, the integrated marketing, the products R&D and the sales channels expansion.

Brand promotion and marketing

By means of proactive celebrity endorsement, sponsored activities and terminal construction, Baopiao has been recognized as one of the well-known brands in the PRC sports and casual footwear market. The Company was engaged with Chinese movie stars and sponsored influential fashion activities to strengthen the brand image and highlight the distinctive products. In addition, the Company launches media commercials, including internet, outdoor and magazine advertising, and retailing terminal promotion, to ensure best coverage on its events and brand publicity. For example, in 2009, the Company launched a lucky draw event through the Company’s website, certain popular Chinese websites and the Company’s retail outlets, and every customer stands a chance to win a prize.

The Company also emphasizes the decoration of its outlets in order to spread the brand image and increase the recognition of our product among customers. The Company intends to guideline distributors to unify store posters, products display, and promotion activities in the outlets, as well as to make progress in both the brand image and sales volumes of these outlets.

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Channel expansion and management

In 2008 and the first half of 2009, the Company tried to implement the channel expansion and management as follows:

1. to put more efforts in attracting distributors to build the sales network in 24 provinces and regions in the PRC.

2. to extend our coverage and control of sales terminals by expanding outlets in major cities as well as second and third tier cities across the PRC. The Company increased the relationship with the authorized distributors to strengthen its control over sales terminals, which the Company believes will bring an advantageous position in the future competition.

3. to initiate the Internet sales and network marketing by building our websites and collaborating with other online sales platforms.

4. to continue to redecorate stores. The Company has assisted its distributors to decorate their retail outlets with decoration of more fashion, freshness and eye-catchiness, including the decent graceful logo and the standardized superior decoration design. We think the store images will perfectly combine the brand concept and innovative ideas, and will provide better shopping experience for consumers.

Products R&D

The Company has been trying to develop attractive footwear products to satisfy the demand of target market and to interpret the fashion trends. Meanwhile, the Company has been focused on the R&D and application of new craftsmanship, new materials and new technologies, to streamline the Company’s innovative brand concept and international sports fashion. The Company increased its input in R&D, new equipment and talent recruitments to develop fashionable stylish and practical footwear products. In addition, the Company keeps adding new elements into the product designs to enrich the brand connotation and win consumers’ in-depth recognition of Baopiao brand, thus ensuring the fashion trend-setter position of “Baopiao” in the female sports and casual  shoes market.

The Company utilizes the three dimensional scanning bionic technologies, including the integrated dynamic analysis, the force measurement and the plantar pressure analysis as well as the techniques combing the feet modeling and the feet database analysis, to develop functional, healthy and comfortable shoes. In 2007, the Company was rewarded the title of Hi-tech Enterprise by the local authority.

Supply chain management

Every year, the Company holds two Order-placing Fairs for our Biaopiao branded footwear. In response to the diverse demands from regional markets, the Company integrated its purchase strategy for raw materials, including the regular materials and the special materials for customized products. This strategy has helped the Company improve the efficiency and reduce the cost of the materials purchase. The Company is continuing to improve the guidance and assessment on suppliers.

The Company is constantly optimizing the supply chain and inventory management to maintain advantages in the inventory turnover. During the fiscal year 2008, the average inventory turnover has reduced to 59 days from 128 days in 2007, representing an obvious improvement in the capacity of asset turnover. On the other hand, the Company implements a sound credit control over account receivables and has managed to turn the receivables turnover from 59 days in 2007 to 78 days in 2008.

In 2009, in response to the surge in labor costs and raw material prices, the Company adopted proactive cost management by, among many other thins, improving internal operation and improving supply chain planning,. The cost management has effectively relieved the Company from the pressure due to the rising costs of labor, materials and related costs. As a result, the Company was able to maintain the cost-based competitiveness and the stable growth in gross margin.

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Information management

The Company has set up the information management system which consists of financial management, sales management, supply chain management, production management, decision-making support and database service functions. This is an integrated IT system and is able to the requirements of business development. The Company will continue to apply the new system to its sales terminals, especially retail outlets.

Prospect

To seek sustainable development, the Company will enhance the image building for its Baopiao brand and create distinctive brand characters. The Company thinks these measures are essential for the stable growth in the long-run business operation. Besides, the Company is seeing improvement in the core capacity of management team, marketing team and auditing team as well as the overall business capability.

CRITICAL ACCOUNTING POLICIES AND MANAGEMENT ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect our reported assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis and use them on historical experience and various other assumptions that are believed to be reasonable under the circumstances as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates because of different assumptions or conditions.

FINANCIAL RESULTS FOR THE FISCAL YEARS EDNED DECEMBER 31, 2008 AND 2007

For the year ended December 31, 2008, the Company achieved revenue of $20,131,118, representing an increase of $6,642,982 or 49.25% when compared to $13,488,136 for the same period in 2007.

For the year ended December 31, 2008, the Company achieved net income of $4,436,018, representing an increase of $1,647,137 or 59.06% when compared to net income of $2,788,881 a year earlier.

The following table summarizes our operating results for the years ended December 31, 2008 and December 31, 2007, respectively:

	Twelve months ended December 31,				Comparison
	2008		2007		Amount		%
Statements of Operations
Sales revenue	$	20,131,118	$	13,488,136	$	6,642,982		49.25	%
Cost of sales		13,024,292		8,893,694		4,130,598		46.44	%
Gross profit		7,106,826		4,594,442		2,512,384		54.68	%
Total operating expenses		893,246		678,759		214,487		31.60	%
Income from operations		6,213,580		3,915,683		2,297,897		58.68	%
Other income		46,665		68,700		-22,035		-32.07	%
Losses arising from fire		163,312		-		163,312		100	%
Finance costs		115,806		76,413		39,393		51.55	%
Income before income taxes		5,981,127		3,907,970		2,073,157		53.05	%
Income taxes		1,545,109		1,119,089		426,020		38.07	%
Net income	$	4,436,018	$	2,788,881	$	1,647,137		59.06	%

This table below illustrates the key operating results and financial indicators of the Company for the fiscal years ended December 31, 2008 and 2007, respectively:

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	Twelve months ended December 31,						Comparison
	2008			2007			Amount		%
Main operating results
Sale revenues	$	20,131,118		$	13,488,136			6,642,982		49.25	%
Gross profit		7,106,826			4,594,442			2,512,384		54.68	%
Income from operations		6,213,580			3,915,683			2,297,897		58.68	%
Net income		4,436,018			2,788,881			1,647,137		59.06	%
Main financial ratios
Profitability ratio
Gross profit margin		35.30	%		34.06	%
Operating profit margin		30.87	%		29.03	%
Net profit margin		22.04	%		20.68	%
Ratio of general administrative expenses to revenues		3.69	%		4.03	%
Ratio of sales and marketing expenses to revenue		0.74	%		1.00	%
Asset-efficiency ratio
Average inventory turnover days		59			128
Turnover days of accounts receivable		78			59
Turnover days of accounts payable		49			88

Revenues

For the year ended December 31, 2008, the Company’s revenues were $20,131,118, representing an increase of $6,642,982 or 49.25% when compared to $13,488,136 for the same period in 2007. The increase is mainly attributable to the Company’s mature operation and investment in the following aspects:

1. the expansion of sales network. During this year, the Company made efforts to attract new distributors and broaden sales network across 24 provinces in China.

2. the development of foreign markets. Throughout the in-depth foreign market research, the Company launched a series of localized products to meet the requirements of foreign consumers. These products were designed with innovative mixture of Baopiao’s original elements and particular preferences of foreign lands. With improved core values of products, the Company was able to export more goods through its import and export agent to the South American market.

3. the management distributors. The Company made regular analysis on all distributors, their sales status, their business philosophy, their business commitment, their financial resources, their cooperative intentions and the like, while choosing the regional distributors for Baopiao products. In the end, the Company found the most trustable, potential and motivated brand agencies to distribute Baopiao products in certain regions. The Company also granted its distributors some preferential policy and partial funds to be used for the construction of flagship stores, in order to promote sales growth in these key areas.

4. the market-oriented R&D.  Over the years, the Company has made very good judgment on the international fashion trend and consumer preferences. In 2008, the Company made extensive and in-depth investigation of the domestic and foreign markets as well as the consumer research and industrial analysis before it started to design various products for different consumers. In order to meet the market demand in different sales areas, the Company tried to develop localized products with innovative elements that are more suitable for the specific markets.

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5. the optimized product structure. The Company made further adjustments in the production process to enlarge product categories. The Company’s upgraded product structure has brought with more consumer recognitions.

Geographic Segments of Revenues

The Company’s revenues were mainly derived from these sales channels and regions:

	Year ended December 31, 2008					Year ended December 31, 2007					Comparison
	$'000		%			$'000		%			$'000		%
International markets		3,231		16.05	%		2,779		20.60	%		452		16.26	%
PRC market		16,900		83.95	%		10,709		79.40	%		6,191		57.81	%
The eastern section (1)		2,731		13.57	%		2,334		17.30	%		397		17.01	%
The northern section (2)		8,340		41.43	%		4,829		35.80	%		3,511		72.71	%
The southern section (3)		5,829		28.95	%		3,546		26.30	%		2,283		64.38	%
Total revenues		20,131		100.00	%		13,488		100.00	%		6,643		100.00	%
Note:
1. The eastern section refers to the city of Shanghai and the provinces of Zhejiang, Jiangsu, Anhui, Hubei, Hunan, Jiangxi and Shandong in the PRC;
2. The northern section refers to the city of Beijing and the provinces of Xinjiang, Gansu, Ningxia, Hebei, Henan, Tianjin, Shanxi, Inner Mongolia, Liaoning, Jilin and Heilongjiang in the PRC;
3. The southern section refers to the city of Chongqing and provinces of Guangdong, Guangxi, Fujian, Hainan, Sichuan, Guizhou, Yunnan and Tibet in the PRC.

For the year ended December 31, 2008, $3,231,000 of our sales revenues were generated from the foreign markets, representing an increase of 16.26% when compared to $2,779,000 for the same period in 2007. Because we did not receive the export license from the PRC government, we exported our goods to foreign markets through our import and export agent.

For the year ended December 31, 2008, the domestic eastern market contributed $2,731,000 to the Company’s sales revenue, representing an increase of 17.01%, when compared to $2,334,000 earned a year ago. The northern market generated sales revenues of $8,340,000, representing an increase of 72.71%, when compared to $4,829,000 for the same period in 2007. The southern market achieved sales revenues of $5,829,000, representing an increase of 64.38%, when compared to $3,546,000 for the same period in 2007.

In 2008, the Company has witnessed a mild growth in sales revenues that were derived from the international market and the domestic eastern region, in contrast to the significant increase in sales revenues from the domestic northern and southern region. Such significant increase was attributable to the following reasons:

1. The Company has made efforts in expanding to the South America shoes market.

2. The Company has facilitated a positive integration between the weak markets and the strong ones. The eastern region has always been the Company’s weakest domestic market. Yet, it was inspired by the strong northern and southern markets in 2008. It was an important strategy of the Company to attain the harmonious echo of the weak market to the strong markets. The Company saw a 17.01% increase in sales revenue for the eastern region in 2008. Such increase was also attributable to the extensive sales network and the high sales volume of the stores.

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3. The northern sales were primarily driven by joint efforts of the Company and its Beijing-based distributors to expand to surrounding market and promote brand coverage in the blind zone. Moreover, the improved product structure has stimulated the northeastern region in which cotton-padded shoes are the anchor of sales growth.

4. The key reason for the southern growth is that the Company and distributors tried to expand the sales network in those blind zones. For example, with the rapid development of economy and spending power, the Yunnan provincial market has reached a higher recognition on our products, prices, and brand concept, and created a rapid growth in sales.

The strategies of maintaining revenue growth

The Company retains the traditional sales mode of “distributorship while establishing “Single exclusive stores, self-run direct chain stores, franchisee and network sales” four integrated selling methods in major cities across China. The Company increased its funding for the R&D, the equipment, the facilities and the talents enrolment, in order to develop the stylish, graceful and practical shoes products. The Company constantly added new design elements to enrich the brand connotation and promote consumers’ recognition of Baopiao brand. All of these strategies have, thus ensured the fashion trend-setter position of Baopiao in the sports and leisure female shoes.

Gross profit and gross profit margin

	Year ended December 31,						Comparison
	2008			2007			Amount		%
Sales revenue	$	20,131,118		$	13,488,136		$	6,642,982		49.25	%
Cost of sales		13,024,292			8,893,694			4,130,598		46.44	%
Gross profit		7,106,826			4,594,442			2,512,384		54.68	%
Gross profit margin		35.30	%		34.06	%				1.24	%

In 2008, the Company’s gross profit was $7,106,826, such gross profit represents an increase of $2,512,384 or 54.68% as compared to the $13,488,136 for the pervious year.

In 2008, the Company’s gross profit margin was 35.30%, representing an increase of 1.24% compared to that of 2007. Such increase is attributable to the growth in sales revenue, the effective control cost, the rapidly improved brand competitiveness and the reasonable pricing strategy.

OPERATING EXPENSES

Sales and marketing expenses

For the year ended December 31, 2008, the Company’s sales and marketing expenses were $149,824, or of 0.74% of revenue, increased by $14,407 or 10.64% as compared to the $135,417, or of 1.00% of revenue, for the same period in 2007. Regardless of the high costs on brand promotion, the effective management on overall expenses control has led to a slight decrease in the sales and marketing expenses of revenues.

General and administrative expenses

General and administrative expenses were $743,422, or 3.69% of revenues, for the year ended December 31, 2008. The ratio of general administrative expenses to revenues decreased by 0.34%, as compared to 4.03% of last year. The decrease was mainly due to the reduction of daily office expenses in 2008. As a result, the Company was able to spare more capitals to the R&D sectors.

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Finance cost

For the year ended December 31, 2008, finance cost was $115,806, or of 0.57% of revenues, representing an increase of $39,393, or 51.55% as compared with $76,413, or of 0.57% of revenues of 2007. Finance cost is mainly consisted of the interest due to the bank loan of $1,458,959 in 2008. The bank loan was used to fund the market expansion and set up retail outlet with standardized brand images.

Net profit

For the year ended December 31, 2008, annual net profit was $4,436,018, representing an increase of $1,647,137 or 59.06% when compared with $2,788,881 a year earlier. The increase was primarily due to the growth in revenues and effective expenses management.

Net profit margin

Net profit margin was 22.04% for the year ended December 31, 2008, representing an increase of 1.36% as compared to 20.68% of 2007.

LIQUIDITY AND CAPITAL RESOURCE

As of December 31, 2008, the Company’s total assets were $30,189,581, representing an increase of $11,337,362 or 60.14% when compared to with $18,852,219 on December 31, 2007. As of December 31, 2008, current assets were $18,263,185, representing an increase of $4,872,888 or 36.39% as compare to $13,390,297 on December 31, 2007. As of December 31, 2008, non-current assets were $11,926,396, representing an increase of $6,464,474 or 118.36% as compare to $5,461,922 on December 31, 2007. As of December 31, 2008, total liabilities were $15,553,665, representing an increase of $5,461,947 or 54.12% as compare to $10,091,718 on December 31, 2007. As of December 31, 2008, stockholder’s equity was $14,635,916, representing an increase of $5,875,415 or 67.07% as compared to $8,760,501 on December 31, 2007. As of December 31, 2008, the gearing ratio is 51.52%.

We offer reasonable credit limit to our customers and credit term of 180 days in order to control our account receivables. The average turnover is 78 day for our accounts receivable and the average turnover is 59 days for our inventory in 2008.

CASH FLOWS

As of December 31, 2008, the Company’s cash and cash equivalents were $3,633,929, representing a decrease of $336,594 as compared with $3,970,523 on December 31, 2007. The decrease was mainly due to the purchase of land use rights and the construction costs of new facilities.

As of December 31, 2008, net cash flows provided by operating activities were $7,363,776, representing an increase of $3,901,056 as compared with $3,462,720 on December 31, 2007.

As of December 31, 2008, net cash flows used in investing activities were $10,119,885, representing an increase of $6,146,914 as compared with $3,972,971 on December 31, 2007. The major investment in 2008 refers to the construction of the new factory. The financial resources were generated from operating activities and credit funds.

As of December 31, 2008, net cash flows provided by financing activities were $1,945,144, representing an increase of $787,362 as compared with $1,157,782 on December 31, 2007.

CONTINGENT LIABILITIES

In accordance with the PRC tax regulations, the Company’s sales are subject to value added tax (“VAT”) at 17% upon the issuance of VAT invoices to its customers. When preparing these financial statements, the Company recognized revenue when goods were delivered, and made full tax provision in accordance with relevant national and local laws and regulations of the PRC.

The Company follows the practice of reporting its revenue for PRC tax purposes when invoices are issued. In the local statutory financial statements prepare under PRC GAAP, the Company recognized revenue on an “invoice basis” instead of when goods are delivered. Accordingly, despite the fact that the Company has made full tax provision in the financial statements, the Company may be subject to a penalty for the deferred reporting of tax obligations. The exact amount of penalty cannot be estimated with any reasonable degree of certainty.  The director considers it is very unlikely that the tax penalty will be imposed.

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OFF BALANCE SHEET ARRANGEMENTS

We offer competitive remuneration schemes to our employees based on industry practices as well as the employee’s and our performance.

FINANCIAL RESULTS FOR THE SIX MONTHES EDNED JUNE 30, 2009 AND 2008

For the six months ended June 30, 2009, the Company achieved revenues of $7,061,013, representing an increase of $810,425 or 12.97% when compared to $6,250,588 for the same period in 2008.

For the six months ended June 30, 2009, net income was $1,297,326, representing a decrease of $100,370 or 7.18% when compared to $1,397,696 of net incomes for the six months ended June 30, 2008.

The following table summarizes our operating results for the six months ended June 30, 2009 and June 30, 2008, respectively:

	Six months ended June 30,					Comparison
	2009		2008			Amount			%
Statement of Operations
Sales revenue	$	7,061,013	$	6,250,588		$	810,425			12.97	%
Cost of sales		4,655,467		4,120,106			535,361			12.99	%
Gross profit		2,405,546		2,130,482			275,064			12.91	%
Total operating expenses		567,437		229,160			338,277			147.62	%
Income from operations		1,838,109		1,901,322			(63,213	)		-3.32	%
Other income/(Expenses)		1,930		(17,735	)		19,665			-110.88	%
Finance costs		56,519		53,886			2,633			4.89	%
Income before income taxes		1,779,660		1,865,171			(85,511	)		-4.58	%
Income taxes		482,334		467,475			14,859			3.18	%
Net income	$	1,297,326	$	1,397,696		$	(100,370	)		-7.18	%

This table below illustrates the key operating results and financial indicators of the Company for the six months ended June 30, 2009 and 2008, respectively:

	Six months ended June 30,						Comparison
	2009			2008			Amount			%
Main operating results
Sale revenues	$	7,061,013		$	6,250,588		$	810,425			12.97	%
Gross profit		2,405,546			2,130,482			275,064			12.91	%
Income from operations		1,838,109			1,901,322			(63,213	)		-3.32	%
Net income	$	1,297,326		$	1,397,696		$	(100,370	)		-7.18	%
Main financial ratios
Profitability ratio
Gross profit margin		34.07	%		34.08	%
Operating profit margin		26.03	%		30.42	%
Net profit margin		18.37	%		22.36	%
Ratio of general administrative expenses to revenues		6.36	%		2.74	%
Ratio of sales and marketing expenses to revenue		1.68	%		0.93	%
Asset-efficiency ratio
Average inventory turnover days		26			179
Turnover days of accounts receivable		168			91
Turnover days of accounts payable		61			85

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RESULTS OF OPERATIONS

Revenues

For the six months ended June 30, 2009, the Company achieved operating revenues of $7,061,013, representing an increase of $810,425 or 12.97% when compared with $6,250,588 for the same period in 2008. The increase was primarily due to the following reasons:

1. The Company continued to expand its sales network, especially in the foreign market. In the first half of 2009, sales revenue derived from the South America and other active foreign markets have increased 61.76%. This is the biggest gain of the operating revenues for this reporting period.

2. The domestic market was relatively poor. The Company continued to enhance the construction of retail terminals and other channels, in order to stabilize its market shares in the domestic market.

3. The Company sped up its R&D and launched a number of fashion-leading shoes that were appealed to the market. And more efforts will be made to the R&D sector to inspire the growth of the domestic market.

4. The stores generated a higher sales volume. To this end, the Company established the unified terminal image across the country In addition, the Company provided a series of trainings and guidance to the stores’ owners, managers and sellers so that they have mastered the useful selling skills, including the stores decoration, products display, brand activities, promoting arrangements and festivals sales.

5. The Company started to update and unify the brand building, including the logo, the interpretation and the endorsement of Baopiao brand.

Geographic segments of revenues

	For the six months ended June 30,
	2009					2008					Comparison
		$	% of revenues				$	% of revenues			$		%
International markets		2,502,349		35.44	%		1,546,924		24.75	%		955,425	61.76	%
PRC market		4,558,664		64.56	%		4,703,665		75.25	%		-145,001	-3.08	%
The eastern section (1)		699,143		9.90	%		670,225		10.72	%		28,918	4.31	%
The northern section (2)		2,281,581		32.31	%		2,595,653		41.53	%		-314,072	-12.10	%
The southern section (3)		1,577,940		22.35	%		1,437,787		23.00	%		140,153	9.75	%
Total revenues		7,061,013		100.00	%		6,250,588		100.00	%		810,425	12.97	%
Note:
1. The eastern section refers to the city of Shanghai and the provinces of Zhejiang, Jiangsu, Anhui, Hubei, Hunan, Jiangxi and Shandong in the PRC;
2. The northern section refers to the city of Beijing and the provinces of Xinjiang, Gansu, Ningxia, Hebei, Henan, Tianjin, Shanxi, Inner Mongolia, Liaoning, Jilin and Heilongjiang in the PRC;
3. The southern section refers to the city of Chongqing and provinces of Guangdong, Guangxi, Fujian, Hainan, Sichuan, Guizhou, Yunnan and Tibet in the PRC.

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For the six months ended June 30, 2009, the Company achieved sales revenues of $2,502,349 from the international market, representing an increase of 61.76% as compared to $1,546,924 same period in 2008, as our products continued to penetrate to foreign markets, especially in the South America.

For the six months ended June 30, 2009, the Company achieved sales revenues of $699,143 from the domestic eastern market, $2,281,581 from the northern market and $1,577,940 from the southern market. Domestic eastern and southern markets played a key role in stabilizing the business operation, so that the Company was able to live through the negative impact from the financial crisis. The Company believes the market expansion and steady development will be fundamental for the full-wing takeoff of Baopiao. Northern market generated fewer revenues as expected, because the distributors in Changchun withdrew from their agency for personal reasons. Sales revenues will continue to grow once we find the new distributors in this region.

Gross profit and gross profit margin

	For the six months ended June 30,						Comparison
	2009			2008			Amount		%
Statements of Operations
Sales revenue	$	7,061,013		$	6,250,588		$	810,425		12.97	%
Cost of sales		4,655,467			4,120,106			535,361		12.99	%
Gross profit		2,405,546			2,130,482			275,064		12.91	%
Gross profit margin		34.07	%		34.08	%

For the six months ended June 30, 2009, the Company’s gross profit was $2,405,546, representing an increase of 12.91% as compared to $2,130,482 for the same period in 2008.

For the six months ended June 30, 2009, the gross profit margin is 34.07%, representing the similar profitability with 34.08% for the same period in 2008, as the result of the effective control cost and pricing strategy.

OPERATING EXPENSES

Sales and marketing expenses

For the six months ended June 30, 2009, sales and marketing expenses were $118,475, or 1.68% of revenues, representing an increase of 104.13% when compared with same period in 2008. The main reasons are as follows:

1. The Company started to update and unify the brand building, including the logo, the interpretation and the endorsement of Baopiao brand. And this has resulted in significant increase in advertising expenses and marketing cost compared to the same last period.

2. In addition to the existing sales mode of distributorship, the Company established its own retail outlets in major cities across China and enlarged its products lines in 2009. Therefore a considerable amount of marketing expenses were utilized to build the franchised stores and shelves.

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General administrative expenses

General administrative expenses were $448,962, or 6.36% of revenues, for the six months ended June 30, 2009, representing an increase of 162.37% as compared to the same period in 2008. The main reasons are as follows:

1. The Company strengthened its R&D efforts to develop more attractive and stylish products.

2. In order to address the business expansion and to standardize the internal management, the Company recruited a number of managerial staff. This has resulted to an increase in the office expenses and operational costs.

3. The Company thinks it is important to maintain a good relation with employees. We have tried to provide the necessary office facilities and the requisite welfares to its employees.

Finance cost

For the six months ended June 30, 2009, finance cost was $56,519, or of 0.80% of revenues, representing an increase of $2,633, or 4.89% as compared with $53,886 the same period in 2008. Such finance cost was attributable to the incremental bank loans for this reporting period.

Net profit

For the six months ended June 30, 2009, net profit was $1,297,326, representing a decrease of $100,370 or 7.18%, as compare to $1,397,696 for the same period in the previous year. The decrease was primarily due to sharp increase in the sales and marketing expenses as well as the administrative expenses to combat against the global financial crisis. While maintaining a stable profitability, the Company will attach much importance to the growth of sales revenues and brand awareness.

Net profit margin

Net profit margin was 18.37% for the six months ended June 30, 2009, representing a decrease of 3.99% as compared to 22.36% for the same period in 2008. To address the negative impact from the global financial crisis and maintain the stable cooperation with the distributors, the Company has decided not to increase the prices for new products. On the other hand, the management expenses surged during this period. These have caused the decline of our net margin.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2009, the Company’s total assets were $25,308,380, representing a decrease of $ 4,881,201 or 16.17% compared to $30,189,581 on December 31, 2008. As of June 30, 2009, current assets were $12,863,643, representing a decrease of $5,399,542 or 29.56% as compared to $18,263,185 on December 31, 2008. As of June 30, 2009, non-current assets were $12,444,737, representing a decrease of $518,341 or 4.35% as compared to $11,926,396 on December 31, 2008. As of June 30, 2009, total liabilities were $16,660,153, representing an increase of $1,106,488 or 7.11% as compared to $15,553,665 on December 31, 2008. As of June 30, 2009, stockholder’s equity was $8,648,227, representing a decrease of $5,987,689 or 40.91% as compared to $14,635,916 on December 31, 2008. As of June 30, 2008, the gearing ratio is 65.83%.

We offer clients reasonable credit limit and credit term of 180 days in order to control our account receivables. The average turnover is 168 days for our accounts receivable and the average turnover is 26 days for our inventory in the first half of 2009.

Financing Activities:

We believe that we maintain a good relationship with local commercial banks.  As of June 30, 2009, the amounts and maturity dates for our bank loans were as follows.

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Borrower	Lender	Amount	Term	Collateral	Guarantor
Pacific Shoes	China Agricultural Bank, Jinjiang City Branch	RMB3.4 million (approximately $0.5 million)	4/7/2009- 4/6/2010	Mortgage and Guarantee	Huolian Li, HaitingLi
Pacific Shoes	China Agricultural Bank, Jinjiang City Branch	RMB3.4 million (approximately $0.5 million)	6/5/2009- 6/4/2010	Mortgage and Guarantee	Huolian Li, Haiting Li
Pacific Shoes	China Agricultural Bank, Jinjiang City Branch	RMB3.2 million (approximately $0.47 million)	6/9/2009- 6/8/2010	Guarantee	Fujian Jinjiang Huafeng Footwear Co., Ltd., Huolian Li, Haiting Li
Baopiao Shoes	Huian County Rural Credit Cooperation Union Zhangban Credit Association	RMB 4 million (approximately $0.59 million)	2/28/2009- 2/27/2010	Mortgage

Loan Agreements between Pacific Shoes and Baopiao Shoes

Borrower	Lender	Amount	Date of Borrowing	Term	Collateral	Interests
Baopiao Shoes	Pacific Shoes	RMB 10 million (approximately $1.47 million)	3/6/2007	Payable on demand	None	None
		RMB 14 million (approximately $2.06 million)	8/5/2007
		RMB 11 million (approximately $1.62 million)	3/5/2008
		RMB 1 million (approximately $0.15 million)	8/5/2008
		RMB 10 million (approximately $1.47 million)	11/5/2008

Guaranty Agreement

Guarantor	Debtor	Creditor	Amount	Guaranty Period
Pacific Shoes	Jinjiang Datong Rubber Co. Ltd	China Agricultural Bank, Jinjiang City Branch	RMB 4 million (approximately $0.59 million)	3/16/2011 – 3/16/2013
Pacific Shoes, Jinyong Huang, Haiting Li	Jinjiang Huafeng Footwear Co., Ltd.	Jinjiang Rural Cooperation Bank, Chendai Branch	RMB 1 million (approximately $0.15 million)	11/30/2009 – 11/30/2011
Pacific Shoes, Jinjiang Haitian Textile Co. Ltd	Jinjiang Chendai Ganglong Woven Label Co. Ltd.	China Agricultural Bank, Jinjiang City Branch	RMB 0.5 million (approximately $73,530)	N/A

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CASH FLOWS

As of June 30, 2009, the Company’s cash and cash equivalents were $2,049,346, representing a decrease of $1,584,583 as compared with $3,633,929 on December 31, 2008. The decrease was mainly due to the purchase of land use rights and the construction costs of new factories.

As of June 30, 2009, net cash flows provided by operating activities were $571,314, representing a decrease of $471,856 as compared with $1,043,170 on December 31, 2008.

As of June 30, 2009, net cash flows used in investing activities were $1,306,231, representing a decrease of $3,071,627 as compared with $4,377,858 on December 31, 2008. The major investment in 2008 refers to the construction of the new factory. The financial sources were generated from operating activities and credit funds.

As of June 30, 2009, net cash flows used in financing activities were $861,261, as compared with $636,496 of the net cash flows provided by financing activities as of December 31, 2008.

CONTINGENT LIABILITIES

In accordance with the PRC tax regulations, the Company’s sales are subject to value added tax (“VAT”) at 17% upon the issuance of VAT invoices to its customers. When preparing these financial statements, the Company recognized revenue when goods were delivered, and made full tax provision in accordance with relevant national and local laws and regulations of the PRC.

The Company follows the practice of reporting its revenue for PRC tax purposes when invoices are issued. In the local statutory financial statements prepare under PRC GAAP, the Company recognized revenue on an “invoice basis” instead of when goods are delivered. Accordingly, despite the fact that the Company has made full tax provision in the financial statements, the Company may be subject to a penalty for the deferred reporting of tax obligations. The exact amount of penalty cannot be estimated with any reasonable degree of certainty.  The director considers it is very unlikely that the tax penalty will be imposed.

OFF BALANCE SHEET ARRANGEMENTS

We offer competitive remuneration schemes to our employees based on industry practices as well as the employee’s and our performance.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices and other market-driven rates or prices. The Company, in its normal course of business, is exposed to market risk through changes in interest rates with respect to bank loans. As of June 30, 2009, the Company bank loans were $2,045,348. The interest rate for the six months ended June 30, 2009 was between 6.06 % and 8.46 % per annum.

Currency Risk

The Company considers RMB its functional currency since a substantial portion of the Company’s business activities are based in RMB. However, the Company has chosen the United States dollar as its reporting currency. Our sales and purchases are conducted within the PRC in RMB. Conversion of RMB into foreign currencies is regulated by the People’s Bank of China through a unified floating exchange rate system. Although the PRC government has stated its intention to support the value of the RMB, there can be no assurance that its rate of exchange will not again become volatile or that the RMB will not devalue significantly against the U.S. dollar. Exchange rate fluctuations may adversely affect the value, in U.S. dollar terms, of our net assets and income derived from our operations in the PRC. In addition, the RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.

Transactions in currencies other than the functional currency during the period are translated into the functional currency at the applicable rates of exchange at the time of the transactions. Monetary assets and liabilities denominated in currencies other than functional currency are translated into functional currency at the applicable rates of exchange in effect at the balance sheet date. Exchange gains and losses are recorded in the combined statements of operations.

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For translation of financial statements into the reporting currency, assets and liabilities are translated at the exchange rate at the balance sheet date, equity accounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated at the weighted average rates of exchange prevailing during the period. When there are material adjustments under this process, they are recorded in accumulated other comprehensive income under the stockholders’ equity section of the balance sheet.

Country Risk

Our business, assets and operations are located and conducted in the PRC. While the PRC’s economy has experienced significant growth in the past twenty years, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of the PRC, but may also have a negative effect on us. For example, our operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations applicable to us. If there are any changes in any policies by the PRC government and our business is negatively affected as a result, then our financial results, including our ability to generate revenues and profits, will also be negatively affected.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Reference is made to pages F-1 through F-46 comprising a portion of this report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our voting stock as of November 11, 2009 (i) by each person who is known by us to beneficially own more than 5% of any class of our voting stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group.

Name And Address Of Beneficial Owner (1)	Shares Beneficially Owned Common Stock		% Of Class Owned
Owner of More than 5% of Class
Cabo Development Limited (2) 2nd Floor, Abbott Building, Road Town, Tortola, British Virgin Islands		10,500,000		70	%
Haiting Li (3)		10,500,000		70	%
Directors and Executive Officers
Haiting Li (CEO)		10,500,000		70	%
Zhong Zhao* (CFO)		0		0
Chenfu Hsin* 4F, No.1, Lane 36, Yongping Street, Taipei, Taiwan		0		0

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Minghua Liu* 9F, No.92, Xingyun Street, Taipei, Taiwan	0	0
Erik Vonk* 773 Hideaway Bay Drive,Longboat Key, FL 34228	0	0
All Directors and Executive Officers (5 persons)	10,500,000	70	%

* Less than 1% of the issued and outstanding shares as of November 11, 2009.

  1) Unless otherwise stated, the address of all persons in the table is No.78 Kanglong East Road, Handan Village, Chendai Town, Jinjiang City, Fujian Province, China.

  2) On November 11, 2009, we acquired Peakway in a reverse acquisition with Cabo Development Limited. As merger consideration for the Peakway shares we received from the Cabo Development Limited we issued and delivered to Cabo Development Limited 10,500,000 of our newly-issued shares of common stock.

  3) Cabo Development Limited is owned by Haiting Li. Accordingly, 10,500,000 shares of common stock issued to Cabo Development Limited as a result of the consummation of the reverse acquisition are beneficially attributed to Mr. Haiting Li, our CEO and Chairman of the board.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

In connection with the change in control of the Company described in Item 5.01 of this report, effective on November 11, 2009, Mr. Yi Chen resigned as our chief executive officer and we appointed Mr. Haiting Li as our Chief Executive Officer and the Chairman of the Board upon the closing of the reverse acquisition.

The following sets forth the name and position of each of our current executive officers and directors.

Name	Age		Position
Haiting Li		45	Chairman of the Board, Chief Executive Officer, President, and Secretary
Zhong Zhao		45	Chief Financial Officer and Treasurer
Rongyan Ding		46	Director
Fuhsin Chen		65	Independent director
Minghua Liu		49	Independent director
Erik Vonk		56	Independent director

The following is a summary of the biographical information of our directors and officers:

Haiting LiMr. Li became a director and our Chief Executive Officer and General Manager on November 11, 2009 when we completed our reverse acquisition of Peakway.  Before the reverse acquisition, Mr. Li had served as the chairman and CEO of Pacific Shoes since 2000 and as the Chairman and CEO of Baopiao Shoes since 2006. Mr. Li served as the general manager of Pacific Shoes from 1993 to 2000. He served as the manager of Jinjiang Xinxing Footwear Factory from 1989 to 1993. He worked as the technician of Footwear Jinjiang Handai Factory from 1982 to 1989.

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Zhong Zhao Mr. Zhao became our CFO on November 11, 2009. Mr. Zhao had been the CFO of Pacific Shoes and Baopiao Shoes since January 8, 2009. He served as the financial manager of Beijing Telestone Technology Corporation from March 2004 to December 2008, and as the financial manager of Hubei Dangyang Hydraulic Engineering Bureau from July 1990 to 2003.

Rongyan Ding  Mr. Ding became a director of the Company on November 11, 2009. Mr. Ding had been the deputy general manager of Pacific Shoes since 2003. From 1992 to 2002 he was engaged in the wholesale of footwear in Zhengzhou City, Henan Province.

Fuhsin Chen  Mr. Chen became our independent director on November 11, 2009.  Mr. Chen joined the footwear industry since 1965. His experience includes serving as director of General Manager of Xieruan Technology Company from 2002 to 2008, as the president of shoe- training class of Kechuang Shoemaking Training Center from 2002 to 2008, as the president of Chenfuxing footwear sample studio in Taiwan from 2000 to 2002 as the president of  ChenFu-Hsin Shoe Pattern Workroom in Taiwan from 1987 to 2000. Mr. Hsin owns the Patent of Manufacturing System and Manufacturing Method on Footwear Edition-opening (Patent No.: i 271160).

Minghua Liu Ms Liu became our independent director on November 11, 2009. She had been the General Manager of OSCAR Company (Taipei) from 1991 to 2008. From 1984 to 1991 she served as Shipping Manager of Yudong Company.

Erik Vonk, Mr. Vonk became our independent director on November 11, 2009.  From 2002 to 2007 he was Chairman and CEO of Gevity HR, a NASDAQ listed Company.  Previously, he was President and CEO of Randstad North America and a Member of the Group Executive Board of Randstad NV, the world's third largest staffing company.  This followed 14 years in international banking where he began his career.  Mr. Vonk earned an undergraduate degree in Holland and holds an MBA from Golden Gate University, San Francisco (1984).

All of our directors hold their positions on the Board until our next annual meeting of the shareholders, and until their successors have been qualified after being elected or appointed.  Officers serve at the discretion of the Board.

Board Composition and Committees

We believe that the members of the Board are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. 

A majority of our directors are independent directors. Our Board determines whether a director is independent through a broad consideration of facts and circumstances, including an assessment of the materiality of any relation between us. Our board believes that our independent directors satisfy the criteria for independence.

We appointed Fuhsin Chen, Minghua Liu, and Erik Vonk as members of the Audit, Nominating, and Compensation Committees.

Audit Committee

Our audit committee initially consists of Erik Vonk and Minghua Liu.  Erik Vonk is the chairman of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.

Compensation Committee

Our compensation committee initially consists of Fuhsin Chen and Minghua Liu. Minghua Liu is the chairman of our compensation committee initially. Members of the compensation committee will not be prohibited from direct involvement in determining their own compensation.

Nominating Committee

Our nominating committee initially consists of Fuhsin Chen and Erik Vonk. Fuhsin Chen is the chairman of our corporate governance and nominating committee. The nominating committee will assist the Board in identifying individuals qualified to become our directors and in determining the composition of the board and its committees.

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Director Compensation

As of the date of this report, our directors have received no compensation for their service on the board of directors.  We do reimburse our directors for reasonable travel expenses related to attendance at board of director meetings.

Family Relationships

There are no family relationships among our directors or officers.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following is a discussion of our program for compensating our named executive officers and director.   Our compensation committee will be responsible for determining the compensation of our named executive officers.

Our Compensation Committee will consider a variety of factors in determining compensation of executives, including their particular background and circumstances, such as their training and prior relevant work experience, their success in attracting and retaining savvy and technically proficient managers and employees, increasing our revenues, broadening our product line offerings, managing our costs and otherwise helping to lead our company through a period of rapid growth.

Stock-Based Awards under the Equity Incentive Plan.

Historically, we have not granted equity awards as a component of compensation, and we presently do not have an equity-based incentive program.  In the future, we will likely adopt and establish an equity incentive plan pursuant to which equity awards may be granted to eligible employees, including each of our named executive officers, if our compensation committee determines that it is in the best interest of the Company and our stockholders to do so.

Retirement Benefits

Currently, we do not provide any company sponsored retirement benefits to any employee, including the named executive officers.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the following persons for services performed for us and our subsidiaries during 2009 in all capacities.  No executive officers received compensation of $100,000 or more in 2009.

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								Long Term Compensation
		Annual Compensation						Awards				Payouts
Name and Principal Position	Year	Salary($)		Bonus($)		Other annual Compensation($)		Restricted Stock Award(s) ($)		Securities Underlying Options/SARs ($)		LTIP Payouts ($)		All Other Compensation ($)
Susana Gomez, former Director, CEO, CFO and secretary (1)	2009		0		0		0		0		0		0		0
Yi Chen Former Director, CEO, CFO and secretary (2)	2009		0		0		0		0		0		0		0
Haiting Li Chairman, CEO, President, and Secretary, (3)	2009		0		0		0		0		0		0		0
Zhong Zhao CFO and Treasurer (4)	2009		0		0		0		0		0		0		0

(1) Ms. Susana Gomez served as our Director, CEO, CFO and secretary from September 8, 2008 until her resignation on October 22, 2009.  

(2)   Mr. Yi Chen served as our Director, CEO, CFO and secretary from October 2009 until his resignation on November 11, 2009.  

(3)   Mr. Haiting Li became our Chief Executive Officer and Chairman of the Board on November 11, 2009.  

(4)   Mr. Zhong Zhao became our Chief Financial Officer on November 11, 2009.  

The following is a summary of the compensation paid by Chinese Subsidiaries to Haiting Li, their Chief Executive Officer, Zhong Zhao, our Chief Financial Officer for the period ended June 30, 2009 and for the year ended December 31, 2008, respectively.  No executive officer of Pacific Shoes or Baopiao Shoes received compensation in excess of $100,000 for any of these three years.   

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								Long Term Compensation
		Annual Compensation						Awards				Payouts
Name and Principal Position	Year	Salary($)		Bonus($)		Other annual Compensation($)		Restricted Stock Award(s) ($)		Securities Underlying Options/SARs ($)		LTIP Payouts ($)		All Other Compensation ($)
Haiting Li (1) (Chief Executive Officer)	2008 2009		0 0		0 0		0 0		0 0		0 0		0 0		0 0
Zhong Zhao (2) (Chief Financial Officer)	2009		15,000		0		0		0		0		0		15,000

(1)   Mr. Haiting Li served as Pacific Shoes’ CEO from the year of 2000.  

(2)   Mr. Zhong Zhao served as Pacific Shoes’ CFO on January 8, 2009.

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our compensation committee.

Stock Option and Stock Appreciation Rights

We do not currently have a stock option plan or stock appreciation rights plan.  No stock options or stock appreciation rights were awarded during the period ended June 30, 2009 and for the fiscal year ended December 31, 2008.

Employment Agreements

Our Chinese subsidiary has employment agreements with the following executive officers and directors:

Mr. Haiting Li - our CEO’s employment agreement with Pacific Shoes was renewed on December 5, 2007.

Mr. Zhong Zhao our CFO’s employment agreement with Pacific Shoes became effective as of January 8, 2009.

Each of the employment agreements provide that the executives will be provided cash compensation.  The employment agreements do not provide any change in control or severance benefits to the executives, and we do not have any separate change-in-control agreements with any of our executive officers.

Indemnification of Directors and Executive Officers and Limitation of Liability

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other distributor of ours in which indemnification would be required or permitted.  We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification. No November 5, 2009, Our Board has approved to amend the Certificate of Incorporation to provide for the indemnification of any and all persons whom it shall have power to indemnify under the Delaware General Corporation Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by such law.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except for the ownership of the Company’s securities, and except as set forth below, none of the directors, executive officers, holders of more than five percent of the Company’s outstanding common stock, or any member of the immediate family of any such person have, to the knowledge of the Company, had a material interest, direct or indirect, in any transaction or proposed transaction which may materially affect the Company.

During February, 2008 and October, 2008, Pacific Shoes provided five unsecured, non-interest bearing loans to our CEO and the Chairman of the Board, Haiting Li, in the total amount of RMB 31 million. In January, 2009, the loans had been paid in full by Haiting Li out of the dividends he received from Pacific Shoes.  

Our board of directors is charged with reviewing and approving all potential related party transactions.  All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

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DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue up to 75,000,000 shares of common stock, par value $0.0001 per share.

Each share of common stock entitles the holder thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our Board. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.

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

We have obtained the written consent of the majority of our stockholders approving to amend our Certificate of Incorporation that, among other things, authorize and create 20,000,000 preferred shares, par value $0.001 per share.

Preferred Stock

We currently do not have any authorized preferred stock.  On November 5, 2009 our Board and our majority shareholders approved an amendment to our Certificate of Incorporation to authorize the issuance of 20,000,000 shares of preferred stock in the capital of our corporation, for which the Board may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the shares of preferred stock.

Warrants

We have not issued any warrants.

Transfer Agent and Registrar

Our independent stock transfer agent is Signature Stock Transfer, Inc.  Their mailing address is 2632 Coachlight Court, Plano, TX 75093.  Their phone number is (972) 612-4120.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Reference is made to the disclosure set forth under Item 4.01 of this report, which disclosure is incorporated herein by reference.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On July 3, 2008, our common stock was listing for trading on the Over the Counter Bulletin Board under the symbol “WOLI.OB”. There has been no trading of our securities, and, therefore, no high and low bid pricing.

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Reports to Stockholders

We plan to furnish our stockholders with an annual report for each fiscal year ending December 31 containing financial statements audited by our independent certified public accountants.  We intend to comply with the periodic reporting requirements of the Exchange Act.

Approximate Number of Holders of Our Common Stock

On November 5, 2009, there are approximately 31 stockholders of record of our common stock. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Dividends

We have not paid dividends on our common stock. Any future decisions regarding dividends will be made by our board of directors.  We will rely on dividends from our Chinese Subsidiaries for our funds and PRC regulations may limit the amount of funds distributed to us from Chinese Subsidiaries, which will affect our ability to declare any dividends.

We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Penny Stock Regulations

Our shares of common stock are subject to the "penny stock" rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, "penny stock" is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer's net tangible assets or revenues. In the last case, the issuer's net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer's average revenues for each of the past three years must exceed $6,000,000.

Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of shareholders to sell their shares.

RESENT SALE OF UNREGISTERED SECURITIES

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

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On November 11, 2009, we consummated the transactions contemplated the Share Exchange Agreement with the stockholder of the issued and outstanding capital stock of Peakway.  Pursuant to the Share Exchange Agreement, we acquired 100% of the outstanding capital stock of Peakway in exchange for 10,500,000 shares of our newly issued common stock, par value $.0001 per share that will constitute

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approximately 70% of the issued and outstanding common stock.  As a result of this transaction, Cabo Development Limited, a British Virgin Islands company, became the beneficial owner of approximately 70% of our outstanding capital stock.

On September 29, 2009, one former shareholder entered into two Stock Purchase Agreements with certain purchasers, pursuant to which, such shareholder agreed to sell 2,000,000 restricted shares of common stock of the Company. We reported the consummation of the stock purchase in the Form 8-K filed with the Securities and Exchange Commission on October 23, 2009 and the Stock Purchase Agreements were included as an exhibit to such report.

On May 31, 2008, we sold 1,000,000 shares of common stock to 25 investors for $.03 per share pursuant to our S-1 registration statement for $30,000.

ITEM 4.01 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

(a) Dismissal of Previous Independent Registered Public Accounting Firm

On November 5, 2009, we dismissed Chang G. Park, CPA as our independent auditor, effective on November 5, 2009. A copy of the letter from Chang G. Park, CPA addressed to the SEC will be also filed as Exhibit 16.2.

Chang G. Park, CPA’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2008 and 2007, and for the period ended June 30, 2009 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During our two recent fiscal years and from January 1, 2009 to the date of this report, there were no disagreements with Chang G. Park, CPA on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure.  There were no reportable events, as described in Item 304(a)(1)(v) of Regulation S-K, during our two recent fiscal years and from January 1, 2009 to the date of this report.

(b) Engagement of New Independent Registered Public Accounting Firm

On November 5, 2009, concurrent with the decision to dismiss Chang G. Park, CPA as our independent auditor, our board elected to appoint PKF, CPA as our independent auditor.

During the fiscal years ended December 31, 2007 and 2008 and from January 1, 2009 to the date of this report, neither the Company nor anyone acting on its behalf consulted PKF,CPA with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that PKF concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Prior to engaging PKF, CPA, they did not provide our company with either written or oral advice that was an important factor considered by our company in reaching a decision to change our independent registered public accounting firm from Chang G. Park, CPA to PFK, CPA.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference. On November 11, 2009, we consummated the reverse acquisition with Peakway Worldwide Limited, the former shareholder of Peakway, Cabo Development Limited, through which the shareholders of Peakway delivered to us all the issued and outstanding shares of stock of Peakway. As merger consideration for the Peakway shares, we delivered to them 10,500,000 shares of our newly-issued common stock.

54

Prior to the closing of the reverse acquisition, we were authorized to issue 75,000,000 shares of common stock, of which 4,500,000 shares of common stock were issued and outstanding. As a result of the reverse acquisition, Cabo became our majority shareholder. Mr. Haiting Li, is the controlling stockholder of Cabo.

In connection with this change in control, and as explained more fully in Item 2.01 above and in Item 5.02 below, effective on November 11, 2009, Yi Chen resigned as our Chief Executive Officer. Concurrently, Haiting Li was appointed as our Chief Executive Officer.

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

Upon the closing of the reverse acquisition, as of November 11, 2009, Mr. Yi Chen, our sole director, submitted his resignation letter pursuant to which he resigned from all offices of the Company that he holds and from his position as our director effective immediately. The resignation of Mr. Chen is not in connection with any known disagreement with us on any matter. Mr. Haiting Li was appointed to the Board at the closing time of the reverse acquisition.

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

On November 11, 2009 in connection with the closing of the reverse acquisition, Mr. Haiting Li was appointed as our Chief Executive Officer, President and Secretary. Mr. Zhong Zhao was appointed as Chief Financial Officer and Treasurer.

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

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

On November 5, 2009, our board approved an amendment to our Incorporation of Incorporation to (i) change our name to “Pacific Bepure Industry Inc.” (2) authorize 20,000,000 preferred shares, and (3) add an article in relation to the indemnification to directors and officers.

We will file a Certificate of Amendment of the Certificate of Incorporation to the Secretary of State of State of Delaware and will notify the Financial Industry Regulatory Authority (“FINRA”) of the reverse acquisition and the name change. The name Change will take effect in the market upon its approval by FINRA.  Once FINRA processes the name change, we will be issued a new symbol and will disclose the change on a Current Report on Form 8-K.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

As explained more fully in Item 2.01 above, we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the closing of the reverse acquisition. As a result of the reverse acquisition, Peakway became our wholly owned subsidiary and main operating business.

ITEM 8.01 OTHER EVENTS

On November 12, 2009, we issued the press release annexed hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)Financial Statements of Business Acquired

Filed herewith are consolidated financial statements of Peakway Worldwide Limited, Fujian Jinjiang Pacific Shoes Co., Limited, and Fujian Baopiao Light Industry Co., Limited for the quarter ended June 30, 2009 and for the fiscal years ended December 31, 2008, and 2007.

55

(b)Pro forma financial information

Filed herewith is the unaudited pro forma condensed combined financial information of the Company and its subsidiaries for the requisite periods.

(c)Exhibits

2.1	Share Exchange Agreement, dated as of November 5, 2009 among the Company, Cabo Development Limited, and Peakway Worldwide Limited
3.1	Certificate of Incorporation*
3.2	Bylaws*
3.3	Certificate of Amendment of the Certificate of Incorporation
10.1	Equity Transfer Agreement of Jujian Baopiao Light Industry Co., Ltd. dated February 26, 2009
10.2	Equity Transfer Agreement of Fujian Jinjiang Pacific Shoes Co., Ltd. dated January 12, 2009
10.3	Employment Agreement, dated December 5, 2007, by and between Fujian Jinjiang Pacific Shoes Co., Ltd. and Haiting Li
10.4	Loan Agreement, dated June 9, 2009, between Fujian Jinjiang Pacific Shoes Co., Ltd. and China Agricultural Bank, Jinjiang Branch
10.5	Purchase contract, dated January 11, 2008, by and between Fujian Jinjiang Pacific Shoes Co., Ltd. and Huachang Footwear Materials Company
10.6	Distribution Agreement of Fujian Jinjiang Pacific Shoes Co., Ltd. dated April 30, 2009
16.1	Letter from the Company to Chang G. Park, CPA, dated as of November 5, 2009
16.2	Letter from Chang G. Park, CPA to the SEC
21.1	List of Subsidiaries
99.1	Press Release of the Company issued on November 12, 2009

* Incorporated by reference to the exhibit of the same number to our registration statement on Form S-1 filed with the SEC on March 26, 2008.

56

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: November 12, 2009
Wollemi Mining Corp.
By:	/s/ Haiting Li
	Haiting Li
	Chief Executive Officer

57

Wollemi Mining Corp.

Pro Forma Condensed Combined Financial Statements

(Unaudited)

Index to Pro Forma Condensed Combined Financial Statements	Page
Introduction to Pro Forma Condensed Combined Financial Statements	1
Pro Forma Condensed Combined Balance Sheet	2
Pro Forma Condensed Combined Statements of Operations and Other Comprehensive (Loss)/Income	3 - 4
Notes to Pro Forma Condensed Combined Financial Statements	5

Wollemi Mining Corp.

Introduction to Pro Forma Condensed Combined Financial Statements

(Unaudited)

The following pro forma condensed combined financial statements are presented to illustrate the estimated effects of the acquisition (the “Exchange Transaction”) of Peakway Worldwide Limited (“Peakway”) by Wollemi Mining Corp. (“Wollemi” or the “Company”) on the Company’s historical financial position and the Company’s results of operations.

The pro forma condensed combined balance sheet as of June 30, 2009 assumes the Exchange Transaction was consummated on that date.  The pro forma condensed combined statements of operations and comprehensive (loss)/income assumes the Exchange Transaction was consummated on January 1, 2008.

We have derived our historical financial data for year ended December 31, 2008 and the six months ended June 30, 2009 from our report previously filed with the Securities and Exchange Commission.  We have derived the historical financial data of Peakway for year ended December 31, 2008 from audited financial statements and the six months ended June 30, 2009 from unaudited financial statements.  The financial statements of Peakway is included elsewhere in this Form 8K.

The information presented in the pro forma combined financial statements does not purport to represent what the Company’s financial position or results of operations would have been had the Exchange Transaction occurred as of the dates indicated, nor is it indicative of our future financial position or results of operations for any period. You should not rely on this information as being indicative of the forecast and historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the Exchange Transaction.

The pro forma adjustments are based upon available information and certain assumptions that the management of the Company believes are reasonable under the circumstances.

These pro forma condensed combined financial statements are unaudited and should be read in conjunction with the accompanying notes and assumptions and the historical financial statements and related notes of the Company and Peakway.

1

Wollemi Mining Corp.

Pro forma condensed combined balance sheet

As of June 30, 2009

(Stated in US Dollars)

	As of June 30, 2009									Pro Forma
	The					Pro Forma				Combined
	Company			Peakway		Adjustments				Total
	(Unaudited)			(Unaudited)		(Unaudited)				(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	7,636		$	2,049,346	$	—			$	2,056,982
Trade receivables		—			7,067,734		—				7,067,734
Prepayments and other receivables		—			86,872		—				86,872
Advances to customers and distributors		—			2,921,926		—				2,921,926
Inventories		—			737,765		—				737,765
Total current assets		7,636			12,863,643		—				12,871,279
Properties, plant and equipment		—			6,213,246		—				6,213,246
Land use right		—			5,991,893		—				5,991,893
Intangible asset		—			239,598		—				239,598
TOTAL ASSETS	$	7,636		$	25,308,380	$	—			$	25,316,016
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade and bill payables	$	—		$	1,984,340	$	—			$	1,984,340
Other payables and accrued expenses		—			7,523,765		—				7,523,765
Loans payable		—			2,045,348		—				2,045,348
Dividend payable					2,044,976						2,044,976
Income tax payable		—			3,061,724		—				3,061,724
TOTAL LIABILITIES		—			16,660,153		—				16,660,153
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock		300			1,000		50		[2]		1,350
Additional paid-in capital		44,700			2,989,773		(37,414	)	[2]		2,997,059
Statutory reserve		—			309,688		—				309,688
Accumulated other comprehensive income		—			1,307,362		—				1,307,362
(Accumulated deficit) / retained earnings		(37,364	)		4,040,404		37,364		[2]		4,040,404
TOTAL STOCKHOLDER’S EQUITY		7,636			8,648,227		—				8,655,863
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,636		$	25,308,380	$	—			$	25,316,016

See accompanying notes to these financial statements

2

Wollemi Mining Corp.

Pro forma condensed Combined statements of operations and Other comprehensive (loss)/income

For the six months ended June 30, 2009

(Stated in US Dollars)

	Six months ended June 30, 2009								Pro Forma
	The						Pro Forma		Combined
	Company			Peakway			Adjustments		Total
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)
Sales revenues	$	—		$	7,061,013		$	—	$	7,061,013
Cost of sales		—			4,655,467			—		4,655,467
Gross profit		—			2,405,546			—		2,405,546
Operating expenses
Administrative expenses		9,550			448,962			—		458,512
Selling expenses		—			118,475			—		118,475
Total operating expenses		9,550			567,437			—		576,987
(Loss)/income from operations		(9,550	)		1,838,109			—		1,828,559
Other expense		—			(1,930	)		—		(1,930	)
Finance costs		—			(56,519	)		—		(56,519	)
(Loss)/income before income taxes		(9,550	)		1,779,660			—		1,770,110
Income taxes		—			(482,334	)		—		(482,334	)
Net (loss)/income		(9,550	)		1,297,326			—		1,287,776
Other comprehensive income
Foreign currency translation adjustments		—			14,575			—		14,575
Total comprehensive (loss)/income	$	(9,550	)	$	1,311,901		$	—	$	1,302,351
(Loss)/earnings per share
Basic and diluted	$	(0.00	)	$	1,297.33				$	0.10		[3]
Weighted average number of shares outstanding     Basic and diluted		3,000,000			1,000					13,500,000		[3]

See accompanying notes to these financial statements

3

Wollemi Mining Corp.

Pro forma condensed Combined statements of operations and Other comprehensive (loss)/income

For the year ended December 31, 2008

(Stated in US Dollars)

	For the year ended December 31, 2008								Pro Forma
	The						Pro Forma		Combined
	Company			Peakway			Adjustments		Total
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)
Sales revenues	$	—		$	20,131,118		$	—	$	20,131,118
Cost of sales		—			13,024,292			—		13,024,292
Gross profit		—			7,106,826			—		7,106,826
Operating expenses
Administrative expenses		13,550			743,422			—		756,972
Mineral expenditures		6,670			—			—		6,670
Selling expenses		—			149,824			—		149,824
Total operating expenses		20,220			893,246			—		913,466
(Loss)/income from operations		(20,220	)		6,213,580			—		6,193,360
Other income		—			46,665			—		46,665
Losses arising from fire		—			(163,312	)		—		(163,312	)
Finance costs		—			(115,806	)		—		(115,806	)
(Loss)/income before income taxes		(20,220	)		5,981,127			—		5,960,907
Income taxes		—			(1,545,109	)		—		(1,545,109	)
Net (loss)/income		(20,220	)		4,436,018			—		4,415,798
Other comprehensive income
Foreign currency translation adjustments		—			657,670			—		657,670
Total comprehensive (loss)/income	$	(20,220	)	$	5,093,688		$	—	$	5,073,468
(Loss)/earnings per share
Basic and diluted	$	(0.01	)	$	4,436				$	0.34		[4]
Weighted average number of shares outstanding:-    Basic and diluted		2,587,432			1,000					13,087,432		[4]

See accompanying notes to these financial statements

4

Wollemi Mining Corp.

Notes to pro forma condensed combined financial statements

(Unaudited)

[1] The Exchange Transaction is deemed to be a reverse acquisition.  Wollemi (the legal acquirer) is considered the accounting acquiree and Peakway (the legal acquiree) is considered the accounting acquirer. The consolidated financial statements of the combined entity will in substance be those of Peakway, with the assets and liabilities, and revenues and expenses of Wollemi being included effective from the date of consummation of the Exchange Transaction.  Wollemi is deemed to be a continuation of the business of Peakway. The outstanding stock of Wollemi prior to the Exchange Transaction will be accounted for at their net book value and no goodwill will be recognized.

[2] To recapitalize for the Exchange Transaction.

[3] The pro forma statements assume the Exchange Transaction occurred at the beginning of the period presented; weighted average number of shares therefore equals number of shares outstanding at the end of the completion of the transactions.

Previously existing number of shares of Wollemi	3,000,000
Exchange Transaction	10,500,000
Weighted average number of shares	13,500,000

Wollemi and Peakway did not have any dilutive instrument during the six months ended June 30, 2009 nor any dilutive instrument is issued in connection with the Exchange Transaction.  Accordingly, the reported basic and diluted earning per share is the same.

[4] The pro forma statements assume the Exchange Transaction occurred at the beginning of the year presented; weighted average number of shares therefore equals number of shares outstanding at the end of the completion of the transactions.

Previously existing number of shares of Wollemi	2,000,000
Exchange Transaction	10,500,000
1,000,000 shares of Wollemi issued on 31 May 2008	587,432
Weighted average number of shares	13,087,432

Wollemi and Peakway did not have any dilutive instrument during the year ended December 31, 2008 nor any dilutive instrument is issued in connection with the Exchange Transaction.  Accordingly, the reported basic and diluted earning per share is the same.

5

PEAKWAY WORLDWIDE LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US dollars)

 CONTENTS PAGE

June 30, 2009 AND 2008 (UNAUDITED)
CONDENSED CONSOLIDATED BALANCE SHEETS	F-2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	F-3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	F-4
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY	F-5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-6

DECEMBER 31, 2008 AND 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-20
CONSOLIDATED BALANCE SHEETS	F-21
CONSOLIDATED STATEMENTS OF OPERATIONS	F-22
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-23
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY	F-25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-26

F-1

Peakway Worldwide Limited

Condensed Consolidated Balance Sheets

As of June 30, 2009 and December 31, 2008

(Stated in US Dollars)

	June 30,		December 31,
	2009		2008
	(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	2,049,346	$	3,633,929
Restricted cash - Note 4		—		74,493
Trade receivables		7,067,734		6,102,998
Prepayments and other receivables		86,872		350,328
Amount due from a director - Note 5		—		4,554,237
Advances to customers and distributors - Note 6		2,921,926		2,917,919
Inventories - Note 7		737,765		629,281
Total current assets		12,863,643		18,263,185
Properties, plant and equipment, net - Note 8		6,213,246		5,616,201
Land use rights - Note 9		5,991,893		6,044,664
Intangible asset - Note 10		239,598		265,531
TOTAL ASSETS	$	25,308,380	$	30,189,581
LIABILITIES AND STOCKHOLDER’S EQUITY
LIABILITIES
Current liabilities
Trade and bills payables	$	1,984,340	$	1,147,233
Other payables and accrued expenses - Note 11		7,523,765		7,965,238
Loans payable - Note 12		2,045,348		2,904,466
Dividends payable - Note 13		2,044,976		—
Income tax payable		3,061,724		3,536,728
Total current liabilities		16,660,153		15,553,665
TOTAL LIABILITIES		16,660,153		15,553,665
COMMITMENTS AND CONTINGENCIES - Note 14
STOCKHOLDER’S EQUITY
Common stock: par value of $1 per share
Authorized 50,000 shares; issued and outstanding 1,000 shares in 2009 and 2008 - Note 19		1,000		1,000
Additional paid-in capital		2,989,773		2,989,773
Statutory reserve - Note 20		309,688		309,688
Accumulated other comprehensive income		1,307,362		1,292,787
Retained earnings		4,040,404		10,042,668
TOTAL STOCKHOLDER’S EQUITY		8,648,227		14,635,916
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	25,308,380	$	30,189,581

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

F-2

Peakway Worldwide Limited

Condensed Consolidated Statements of Income and Comprehensive Income

For the three and six months ended June 30, 2009 and 2008

(Stated in US Dollars)

	Six months ended						Three months ended
	June 30,						June 30,
	2009			2008			2009			2008
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Sales revenue	$	7,061,013		$	6,250,588		$	3,451,003		$	3,065,634
Cost of sales		4,655,467			4,120,106			2,151,013			2,016,478
Gross profit		2,405,546			2,130,482			1,299,990			1,049,156
Operating expenses
Administrative expenses		448,962			171,121			243,127			90,096
Selling expenses		118,475			58,039			79,436			39,934
		567,437			229,160			322,563			130,030
Income from operations		1,838,109			1,901,322			977,427			919,126
Other (expense)/income		(1,930	)		17,735			6,608			17,735
Finance costs - Note 15		(56,519	)		(53,886	)		(32,320	)		(26,431	)
Income before income taxes		1,779,660			1,865,171			951,715			910,430
Income taxes – Note 16		(482,334	)		(467,475	)		(252,776	)		(228,584	)
Net income		1,297,326			1,397,696			698,939			681,846
Other comprehensive income : -
Foreign currency translation adjustments		14,575			632,249			476			10,967
Comprehensive income	$	1,311,901		$	2,029,945		$	699,415		$	692,813
Earnings per share:
Basic and diluted - Note 17	$	1,297		$	1,398		$	699		$	682
Weighted average number of shares outstanding :
Basic and diluted		1,000			1,000			1,000			1,000

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

F-3

Peakway Worldwide Limited

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2009 and 2008

(Stated in US Dollars)

	Six months ended
	June 30,
	2009			2008
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income	$	1,297,326		$	1,397,696
Adjustments to reconcile net income to net
cash (used in)/provided by operating activities :
Depreciation		77,875			66,382
Amortization of an intangible asset and land use rights recognised as expenses		26,769			499
Changes in operating assets and liabilities :-
Restricted cash		74,576			545,523
Trade receivables		(966,097	)		(1,227,686	)
Advances to customers and distributors		—			(1,002,362	)
Prepayments and other receivables		263,997			(848,341	)
Inventories		(109,571	)		484,451
Trade and bills payables		838,927			(659,193	)
Other payables and accrued expenses		(452,517	)		1,841,676
Income tax payable		(479,971	)		444,525
Net cash flows provided by operating activities		571,314			1,043,170
Cash flows from investing activities
Advances to a director		(699,509	)		(141,390	)
Payments to acquire property, plant and equipment		(606,722	)		(1,691,279	)
Payments to acquire land use right		—			(2,545,189	)
Net cash flows used in investing activities		(1,306,231	)		(4,377,858	)
Cash flows from financing activities
Proceed from loans		2,047,869			—
Repayment of loans		(2,909,130	)		—
Capital injection from a stockholder		—			636,496
Net cash flows (used in)/provided by financing activities		(861,261	)		636,496
Effect of foreign currency translation on cash and cash equivalents		11,595			115,266
Net decrease in cash and cash equivalents		(1,584,583	)		(2,582,926	)
Cash and cash equivalents - beginning of period		3,633,929			3,970,523
Cash and cash equivalents - end of period	$	2,049,346		$	1,387,597

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

F-4

Peakway Worldwide Limited

Condensed Consolidated Statements of Cash Flows (cont’d)

For the Six months ended June 30, 2009 and 2008

(Stated in US Dollars)

	Six months ended
	June 30,
	2009		2008
	(Unaudited)		(Unaudited)
Supplemental disclosures for cash flow information:-
Cash paid for:-
Interest	$	48,496	$	53,601
Income taxes	$	955,810	$	22,950
Non-cash financing activities:
Dividends - Note 13	$	5,258,473		—

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

F-5

1.           Corporate information

Peakway Worldwide Limited (“Peakway” or the “Company”) was incorporated in the British Virgin Islands (the “BVI”) on November 3, 2006 as a limited liability company with authorized share capital of $50,000, divided into 50,000 common shares of $1 par value each.  The issued share capital of Peakway is $1,000, divided into 1,000 common shares of $1 par value each.  All of which are beneficially owned by Cabo Development Limited, a British Virgin Islands Company.  Peakway acts as an investment holding company and currently has three subsidiaries namely, Alberta Holdings Limited (“Alberta”), Fujian Jinjiang Pacific Shoes Co., Limited (“Pacific Shoes”), and Fujian Baopiao Light Industry Co., Limited (“Baopiao Shoes”), which was formerly known as Baopiao (China) Light Industry Co., Limited.

Alberta was incorporated in Hong Kong on November 4, 2006 as a limited liability company with authorized share capital of 10,000 Hong Kong dollars (“HK$”), divided into 10,000 common shares of HK$1 par value each. The issued share capital of Alberta is HK$1, being 1 common share of HK$1 par value. Alberta is also a holding company and had no other operation since its incorporation.

Pacific Shoes was established as a sino-foreign equity joint venture entity in the People’s Republic of China (the “PRC”) on April 9, 1993 with registered capital of 5,000,000 Renminbi (“RMB”) (which are not divided into shares) and its registered capital was fully paid up. Pacific Shoes is engaged in the design, manufacturing and trading of footwear. Mr. Li beneficially owned the entire equity of Pacific Shoes since its establishment.

Baopiao Shoes was established as a wholly foreign-owned enterprise (“WFOE”) in the PRC on February 15, 2006 with registered capital of HK$50,000,000 (which are not divided into shares).  As of June 30, 2009, its paid up capital was HK$16,370,470 of which was certified HK$15,401,180.  During the reporting period, Baopiao Shoes had been under development and had not started commercial operations. Baopiao Shoes is to engage in the design, manufacturing and trading of footwear. Mr. Li beneficially owned the entire equity of Baopiao Shoes since its establishment.

Following a series of reorganization as detailed below, the Company, through its subsidiaries, designs and manufactures footwear under the brand name “Baopiao”.  The Company mainly sources its suppliers locally in the PRC.

To rationalize the group structure for the preparation of a reverse take-over, the Company has undergone a series of reorganization (the “Reorganization”).  The Company acquired Alberta at a consideration of HK$1 on November 1, 2007.  On January 12, 2009, Alberta acquired 100% equity interest of Pacific Shoes from Mr. Li.  On February 26, 2009, Alberta acquired 100% equity interest of Baopiao Shoes from Mr. Li.

F-6

2.           Basis of presentation

These unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (the “US GAAP”) have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2008.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the six-month periods have been made.  Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

The Company has conducted the subsequent events review through October 29, 2009, the date these condensed consolidated financial statements were approved by the director, and determined that there were no subsequent events or transactions that required recognition or disclosure in the condensed consolidated financial statements.

3.           Summary of significant accounting policies

Principles of consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, trade receivables and advances to customers and distributors.  As of June 30, 2009 and December 31, 2008, substantially all of the Company’s cash and cash equivalents and restricted cash were held by major financial institutions located in the PRC, which management believes are of high credit quality.  With respect to trade receivables and advances to customers and distributors, the Company extends credit based on evaluations of the customers’ and distributors’ financial positions.  The Company generally does not require collateral for customers and distributors and maintains an allowance for doubtful accounts.

F-7

3.           Summary of significant accounting policies (Cont’d)

Concentrations of credit risk (cont’d)

During the reporting period, customers representing 10% or more of the Company’s sales are as follows:-

	Six months ended June 30,				Three months ended June 30,
	2009		2008		2009		2008
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Jinjiang Import Export Co., Ltd.	$	2,347,552	$	1,474,139	$	1,240,336	$	860,568

Details of customers for 10% or more of the Company’s trade receivables are:-

	As of June 30,		As of December 31,
	2009		2008
	(Unaudited)
Taiwan Quanyi Xingye Co., Ltd.	$	896,305	$	701,287

Fair value of financial instruments

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements”.  SFAS No. 157 defines far value, establishes a framework for measuring fair value in the US GAAP, and expands disclosures about fair value measurements.  The Company adopted SFAS No. 157 on January 1. 2008.  The adoption of SFAS No. 157 did not materially impact the Company’s financial position, results of operations or cash flows.

SFAS No. 107 “Disclosures About Fair Value of Financial Instruments” requires the disclosure of the estimated fair value of financial instruments including those financial instruments for which the SFAS No. 159 fair value option was not elected. Except for collateralized borrowings disclosed is below, the carrying amounts of other financial assets and liabilities approximate their fair values due to short maturities:-

	As of June 30, 2009				As of December 31, 2008
			(Unaudited)
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Jinjiang Import Export Co., Ltd.	$	2,045,348	$	2,060,577	$	1,458,959	$	1,480,919

The fair values of collateralized borrowings are based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

F-8

3.           Summary of significant accounting policies (Cont’d)

Recently issued accounting pronouncements (cont’d)

In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”.  SFAS No. 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree.  The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS No. 141 is effective for the fiscal year beginning after December 15, 2008.  The adoption of this statement has no material effect on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 160 “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”.  SFAS No. 160 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for the fiscal year beginning after December 15, 2008.  The adoption of this statement has no material effect on the Company’s financial statements.

In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows.  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 FASB Statement No.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. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  The adoption of this statement has no material effect on the Company’s financial statements.

In April 2008, the FASB issued FASB staff position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets”.  FSP No. 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets”.  This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP No. 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008.  Early adoption is prohibited.  The adoption of this standard has no material effect on the Company's financial statements.

In April 2009, the FASB issued FSP No. 141R-1 “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”.  FSP 141R-1 amends the provisions in FASB Statement 141R for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations.  SFAS No.141R-1 eliminates the distinction between contractual and noncontractual contingencies, including the initial recognition and measurement criteria in FASB and instead carries forward most of the provisions in SFAS No. 141 for acquired contingencies. FSP 141R-1 is effective for contingent assets and contingent liabilities acquired in evaluating the impact of SFAS 141(R) beginning on or after December 15, 2008. The adoption of this standard has no material effect on the Company's financial statements.

F-9

3.           Summary of significant accounting policies (Cont’d)

Recently issued accounting pronouncements (cont’d)

In April 2009, the FASB issued FSP No. 157-4, “Determining Whether a Market is Not Active and a Transaction Is Not Distressed”.  FSP No. 157-4 clarifies when markets are illiquid or that market pricing may not actually reflect the “real” value of an asset.  If a market is determined to be inactive and market price is reflective of a distressed price then an alternative method of pricing can be used, such as a present value technique to estimate fair value.  FSP No. 157-4 identifies factors to be considered when determining whether or not a market is inactive.  FSP No. 157-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009 and shall be applied prospectively.  The adoption of this statement has no material effect on the Company's financial statements.

 In April 2009, the FASB issued FSP No. 115-2 and FSP No. 124-2, “Recognition of Other-Than-Temporary Impairments.  FSP No. 115-2 and FSP No. 124-2 amends the other-than-temporary impairment guidance in SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, for debt securities and the presentation and disclosure requirements of other-than-temporary impairments on debt and equity securities in the financial statements.  FSP No. 115-2 and FSP No. 124-2 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption of this standard has no material effect on the Company's financial statements.

In April 2009, the FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.”  FSP 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.  In addition, the FSP amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. The FSP is effective for interim periods ending after June 15, 2009, with earlier adoption permitted for periods ending after March 15, 2009.  The adoption of FSP 107-1 and APB 28-1 does not have material impact on the Company’s financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”, which sets forth general standards of accounting for and disclosure of events that occur after the balance sheet date but before  financial statements are issued or are available to be issued.  SFAS No. 165 will become effective after June 15, 2009.  The adoption of this statement has no material effect on the Company's financial statements.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets”. SFAS No. 166 removes the concept of a qualifying special-purpose entity (QSPE) from SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and removes the exception from applying FIN 46R.  This statement also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting.  This statement is effective for fiscal years beginning after November 15, 2009.  The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.

F-10

3.           Summary of significant accounting policies (Cont’d)

Recently issued accounting pronouncements (cont’d)

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”, which amends FASB Interpretation No. 46 (revised December 2003) to address the elimination of the concept of a qualifying special purpose entity. SFAS No. 167 also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity.  Additionally, SFAS No. 167 provides more timely and useful information about an enterprise’s involvement with a variable interest entity. SFAS No. 167 shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter.  Earlier application is prohibited.  The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No.   162”, which establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles.  SFAS No. 168 explicitly recognizes rules and interpretive releases of the Securities and Exchange Commission under federal securities laws as authoritative GAAP for SEC registrants.  SFAS No. 168 will become effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASC Update”) No. 2009-05 (“ASC Update 2009-05”), an update to ASC 820, Fair Value Measurements and Disclosures. This update provides amendments to reduce potential ambiguity in financial reporting when measuring the fair value of liabilities. Among other provisions, this update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the valuation techniques described in ASC Update 2009-05. ASC Update 2009-05 will become effective for the Company’s annual financial statements for the year ended December 31, 2009. The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.

In October 2009, the FASB issued ASC Update No.2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements – A Consensus of the FASB Emerging Issues Task Force.” This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The Company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified after January 1, 2011; however, earlier application is permitted. The management is in the process of evaluating the impact of adopting this standard on the Company’s financial statements.

F-11

4.           Restricted cash

	As of June 30,		As of December 31,
	2009		2008
	(Unaudited)
Bank deposits held as collateral for bills payable	$	—	$	74,493

The Company is requested by certain of its suppliers to settle amounts owed to such suppliers by the issuance of bills through banks for which the banks undertake to guarantee the Company’s settlement of these amounts at maturity.  The bills are interest free and would be matured within six months from the date of issuance.  As a collateral for the banks’ undertakings, the Company is required to pay bank charges as well as maintaining deposits with such banks amounts equivalent to 50% to 100% of the bills’ amounts in issue.

5.           Amount due from a director

	As of June 30,		As of December 31,
	2009		2008
	(Unaudited)
Amount due from Mr. Li Haiting	$	—	$	4,554,237

The amount due was interest-free, unsecured and repayable on demand.

6.           Advances to customers and distributors

	As of June 30,		As of December 31,
	2009		2008
	(Unaudited)
Interest-free loans advanced to customers and distributors	$	2,921,926	$	2,917,919

In order to improve the market shares and increase the number of retailing points in the PRC, the management advanced cash to the potential retailers for them to increase the number of retail shops and distribution points in the related provinces in which they are located.  The amounts are interest-free, unsecured and payable upon demand.

7.           Inventories

	As of June 30,		As of December 31,
	2009		2008
	(Unaudited)
Raw materials	$	345,814	$	376,462
Work-in-progress		187,490		24,617
Finished goods		204,461		228,202
	$	737,765	$	629,281

F-12

8.           Properties, plant and equipment

	As of June 30,			As of December 31,
	2009			2008
	(Unaudited)
Costs:
Plant and machinery	$	890,822		$	855,315
Office equipment		70,779			70,468
Buildings		1,288,148			1,286,382
		2,249,749			2,212,165
Accumulated depreciation		(989,362	)		(910,255	)
Construction-in-progress (Note 8b)		4,952,859			4,314,291
	$	6,213,246		$	5,616,201

Notes : -

a)   As of June 30, 2009 and December 31, 2008, buildings with carrying value of $885,190 and $906,649 respectively, were pledged for the collateralized bank loans (Note 12a).

b)   The balances in construction-in-progress are mainly for building a new factories and warehouse of a subsidiary.

During the reporting period, depreciation is included in:-

	Six months ended June 30, (Unaudited)
	2009		2008
Cost of sales and overheads	$	57,581	$	62,192
Administrative expenses		20,294		4,640
	$	77,875	$	66,832

9.           Land use rights

	As of June 30,			As of December 31,
	2009			2008
	(Unaudited)
Cost	$	6,177,451		$	6,168,284
Accumulated amortization		(185,558	)		(123,620	)
	$	5,991,893		$	6,044,664

The Company obtained the rights from the relevant PRC land bureau for a period of 50 years to use the land on which the office premises, production facilities and warehouse of the Company are situated.

As of June 30, 2009 and December 31, 2008, a land use right with carrying value of $5,991,893 and $49,481 respectively, was pledged for a collateralized bank loan (Note 12a).

F-13

9.           Land use rights

During the six months ended June 30, 2009 and 2008, amortization for the land use rights amounted to $61,782 and $60,725 of which $61,274 and $60,226 have been capitalized in construction-in-progress.

The estimated aggregate amortization expenses for the land use rights for the five succeeding years are as follows:-

Year
2010	$	122,254
2011		122,254
2012		122,254
2013		122,254
2014		122,254
	$	611,270

10.           Intangible asset

	As of June 30,			As of December 31,
	2009			2008
	(Unaudited)
Software
Cost	$	292,193		$	291,792
Accumulated amortization		(52,595	)		(26,261	)
	$	239,598		$	265,531

This software represents integrated software in designing footwear and purchased by Pacific Shoes. Pursuant to the management experience, this software estimated useful life was 5 years.  Since it acquisition, an annual impairment review was performed by management and no impairment was identified.

During the six months ended June 30, 2009 and 2008, amortization for intangible asset amounted to $26,261 and Nil, respectively.

The estimated aggregate amortization expenses of software for the four succeeding years are as follows:-

Year
2010	$	59,900
2011		59,899
2012		59,900
2013		59,899
	$	239,598

F-14

11.           Other payables and accrued expenses

	As of June 30,		As of December 31,
	2009		2008
	(Unaudited)
Value added tax and other tax payable	$	6,216,940	$	6,474,334
Staff welfare payables (Note 11a)		828,790		798,103
Accrued expenses and other payables		274,495		421,360
Salaries payable		203,540		75,739
Receipt in advance from customers		—		195,702
	$	7,523,765	$	7,965,238

Note :-

(a) Staff welfare payable represents accrued staff medical, industry injury claims, labor and unemployment insurances.  All of which are third parties insurance and the insurance premiums are based on certain percentage of salaries.  The obligations of the Company are limited to those premiums contributed by the Company.

12.           Loans payable

	As of June 30,		As of December 31,
	2009		2008
	(Unaudited)
Collateralised short-term bank loan - Note 12(a)	$	2,045,348	$	1,458,959
Unsecured, non-interest bearing loan - Note 12(b)		¾		1,445,507
	$	2,045,348	$	2,904,466

Notes :-

(a) The bank loans are denominated in RMB and carried an average interest rate at 6.06% per annum as of June 30, 2009 and at 8.46% per annum as of December 31, 2008.

The maturity dates are within one year.  The bank loans as of June 30, 2009 were collateralized by the buildings and land use right with carrying values of $885,190 (Note 8) and $5,991,893 (Note 9), respectively, and guaranteed by Mr. Li Haiting, the sole director of the Company.

(b) The unsecured loan was advanced from a friend of the director, interest free and repayable on demand.

13.           Dividends payable

On January 26, 2009, the Company declared interim dividend, amounting to RMB50,000,000 ($7,299,590), of which RMB36,002,557 ($5,258,473) was credited to amount due from the director and no cash paid out to the director.

F-15

14.           Commitments and contingencies

a. Capital commitment

(i)   As of June 30, 2009, the Company had capital commitments in respect of the construction of properties amounting to $512,982, which was contracted for but not provided for in the financial statements.

(ii)   As of June 30, 2009, the Company had capital commitments with its payment of registered capital for Baopiao Shoes amounting to $4,913,149.

b.           Contingencies

In accordance with the PRC tax regulations, the Company’s sales are subject to value added tax (“VAT”) at 17% upon the issuance of VAT invoices to its customers. When preparing these financial statements, the Company recognized revenue when goods were delivered, and made full tax provision in accordance with relevant national and local laws and regulations of the PRC.

The Company follows the practice of reporting its revenue for PRC tax purposes when invoices are issued. In the local statutory financial statements prepare under PRC GAAP, the Company recognized revenue on an “invoice basis” instead of when goods are delivered. Accordingly, despite the fact that the Company has made full tax provision in the financial statements, the Company may be subject to a penalty for the deferred reporting of tax obligations. The exact amount of penalty cannot be estimated with any reasonable degree of certainty.  The director considers it is very unlikely that the tax penalty will be imposed.

15.           Finance costs

	Six months ended June 30, (Unaudited)					Three months ended June 30, (Unaudited)
	2009			2008		2009			2008
Bank loan interest expenses	$	62,759		$	53,601	$	36,373		$	22,932
Interest income - net		(6,240	)		285		(4,053	)		3,499
	$	56,519		$	53,886	$	32,320		$	26,431

F-16

16.           Income taxes

BVI

The Company was incorporated in the BVI and, under the current laws of the BVI, is not subject to income taxes.

Hong Kong

Alberta was incorporated in Hong Kong and is subject to profits tax rate of 16.5%.  It is currently not subject to income taxes because it derived no taxable income during the period.

PRC

Prior to January 1, 2008, Pacific Shoes and Baopiao Shoes were subject to a preferential enterprise income tax (“EIT”) rate at 27%, of which 24% was for national tax and 3% was for local tax, on the assessable profits as reported in the statutory financial statements prepared under China Accounting Regulations.

On March 16, 2007, the National People's Congress approved the Corporate Income Tax Law of the People's Republic of China (the "New CIT Law"). The New CIT Law reduces the standard corporate income tax rate from 33% to 25% with effect from January 1, 2008. Pursuant to the New CIT Law, Pacific Shoes and Baopiao Shoes have been subjected to EIT at a unified rate of 25% from January 1, 2008 onwards.

According to the PRC tax laws and regulations, Pacific Shoes and Bapiao being a sino-foreign equity joint venture entity and a WFOE respectively, were entitled to, starting from the first profitable year, a two-year exemption from enterprise income tax followed by a three-year 50% reduction in its enterprise income tax (“Tax Holiday”).

The Tax Holiday of Pacific Shoes commenced in year 1993 and ended in year 1997.

Baopiao Shoes has not started commercial operations and had no reportable profit under China Accounting Regulations since its incorporation on February 15, 2006. Baopiao Shoes had not applied for such Tax Holiday to the relevant PRC authority before the New CIT Law became effective on January 1, 2008. However, pursuant to the transitional provisions in the New CIT Law, companies qualified for Tax Holiday must make application prior to January 1, 2008 and the Tax Holiday would be deemed commence on January 1, 2008 regardless of results of operation. Baopiao Shoes is therefore not entitled to Tax Holiday.

FIN 48 requires recognition and measurement of uncertain income tax positions using a "more-likely-than-not" approach. The Company adopted FIN 48 on January 1, 2007. The management evaluated the Company's tax positions and considered that no additional provision for uncertainty in income taxes is necessary as of June 30, 2009.

17.           Earnings per share

Basic earnings per share is computed as net earnings divided by the weighted-average number of common share outstanding for the period.

Dilutive earnings per share is computed as net earnings divided by the weighted-average number of common share outstanding for the period plus common stock equivalents.

F-17

17.           Earnings per share (cont’d)

During the period, the Company had no dilutive instruments.  Accordingly, the basic and diluted earnings per share are the same.

18.           Related parties transactions

Apart from the transactions as disclosed in Notes 5 and 12 to the financial statements, the Company had no material transactions carried out with related parties during the period.

19.           Common stock

The Company was incorporated in the BVI on November 3, 2006 as a limited liability company with authorized share capital of $50,000, divided into 50,000 common shares of $1 par value each, of which 1,000 shares were issued at par value for cash upon incorporation.

20.           Statutory reserve

The Company’s statutory reserve comprise of the following:-.

	As of June 30,		As of December 31,
	2009		2008
	(Unaudited)
Statutory reserve	$	309,688	$	309,688

Under PRC regulations, Pacific Shoes and Baopiao Shoes may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC GAAP.  In addition, these companies are required to set aside at least 10% of their after-tax net profits each year, if any, to fund the statutory reserves until the individual balance of the reserve reaches 50% of their corresponding individual registered capital.  The statutory reserves are not distributable in the form of cash dividends to the Company and can be used to make up cumulative prior year losses.

For the six months ended June 30, 2009 and 2008, no appropriation to this statutory reserve was made as the reserve reached 50% of the Pacific Shoes’ registered capital and Baopiao Shoes did not make any profit during the period.

21.           Defined contribution plan

Pacific Shoes and Baopiao Shoes have defined contribution plans for all qualified employees in the PRC.  Pacific Shoes and Baopiao Shoes and their employees are each required to make contributions to the plans at the rates specified in the plans.  The only obligation of Pacific Shoes and Baopiao Shoes with respect to retirement schemes are to make the required contributions under the plans.  No forfeited contribution is available to reduce the contribution payable in the future years.  The defined contribution plan contributions were charged to the consolidated statements of income and comprehensive income.The Company contributed $8,766 and $8,152 for the six months ended June 30, 2009 and 2008 respectively.

F-18

22.           Segment information

The Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information", in respect of its operating segments. The Company's income is contributed by Pacific Shoes, which operates in a single business segment that includes the design, development, and manufacturing of footwear and accordingly no business segment information is presented. The Company’s products are sold only in the PRC and all the Company’s long-lived assets are located in the PRC, and accordingly no geographical segment information is presented.

F-19

Report of Independent Registered Public Accounting Firm

To the Sole Director and Stockholder of

Peakway Worldwide Limited

We have audited the accompanying consolidated balance sheets of Peakway Worldwide Limited (the “Company”) and its subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income and comprehensive income, stockholder’s equity and cash flows for each of the two years in the period ended December 31, 2008.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2008 and 2007 and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

PKF

Certified Public Accountants

Hong Kong, China

July 21, 2009

F-20

Peakway Worldwide Limited

Consolidated Balance Sheets

As of December 31, 2008 and 2007

(Stated in US Dollars)

	As of December 31,
	2008		2007
ASSETS
Current assets
Cash and cash equivalents	$	3,633,929	$	3,970,523
Restricted cash - Note 4		74,493		527,513
Trade receivables		6,102,998		2,452,607
Prepayments and other receivables - Note 5		350,328		590,387
Amount due from a director - Note 6		4,554,237		576,436
Advances to customers and distributors Note 7		2,917,919		1,640,667
Inventories - Note 8		629,281		3,632,164
Total current assets		18,263,185		13,390,297
Properties, plant and equipment, net – Note 9		5,616,201		2,419,701
Deposit for acquisition of land use right		—		2,994,900
Land use rights - Note 10		6,044,664		47,321
Intangible asset - Note 11		265,531		—
TOTAL ASSETS	$	30,189,581	$	18,852,219
LIABILITIES AND STOCKHOLDER’S EQUITY
LIABILITIES
Current liabilities
Trade and bills payables	$	1,147,233	$	2,375,965
Other payables and accrued expenses - Note 12		7,965,238		4,218,230
Loans payable - Note 13		2,904,466		1,614,387
Income tax payable		3,536,728		1,883,136
Total current liabilities		15,553,665		10,091,718
TOTAL LIABILITIES		15,553,665		10,091,718
COMMITMENTS AND CONTINGENCIES - Note 14
STOCKHOLDER’S EQUITY
Common stock: par value of $1 per share
Authorized 50,000 shares; issued and outstanding 1,000 shares in 2008 and 2007 - Note 21		1,000		1,000
Additional paid-in capital		2,989,773		2,208,046
Statutory reserve - Note 22		309,688		309,688
Accumulated other comprehensive income		1,292,787		635,117
Retained earnings		10,042,668		5,606,650
TOTAL STOCKHOLDER’S EQUITY		14,635,916		8,760,501
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	30,189,581	$	18,852,219

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

F-21

Peakway Worldwide Limited

Consolidated Statements of Income and Comprehensive Income

For the years ended December 31, 2008 and 2007

(Stated in US Dollars)

	Year ended December 31,
	2008			2007
Sales revenue	$	20,131,118		$	13,488,136
Cost of sales		13,024,292			8,893,694
Gross profit		7,106,826			4,594,442
Operating expenses
Administrative expenses		743,422			543,342
Selling expenses		149,824			135,417
		893,246			678,759
Income from operations		6,213,580			3,915,683
Other income - Note 15		46,665			68,700
Losses arising from fire - Note 16		(163,312	)		-
Finance costs - Note 17		(115,806	)		(76,413	)
Income before income taxes		5,981,127			3,907,970
Income taxes - Note 18		(1,545,109	)		(1,119,089	)
Net income	$	4,436,018		$	2,788,881
Other comprehensive income
Foreign currency translation adjustments		657,670			461,229
Total comprehensive income	$	5,093,688		$	3,250,110
Earnings per share:
Basic and diluted - Note 19	$	4,436		$	2,789
Weighted average number of shares outstanding :
Basic and diluted		1,000			1,000

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

F-22

Peakway Worldwide Limited

Consolidated Statements of Cash Flows

As of December 31, 2008 and 2007

(Stated in US Dollars)

	Year ended December 31,
	2008			2007
Cash flows from operating activities
Net income	$	4,436,018		$	2,788,881
Adjustments to reconcile net income to net
cash provided by operating activities :
Depreciation		161,586			123,160
Amortization of an intangible asset and land use rights recognized as expenses		27,103			238
Write-off of obsolete inventories		56,626			—
Losses arising from fire		163,312			—
Changes in operating assets and liabilities:-
Restricted cash		433,186			(506,522	)
Trade receivables		(3,431,728	)		(403,166	)
Advances to customers and distributors		(1,162,013	)		(1,583,411	)
Prepayments and other receivables		299,036			324,835
Inventories		2,618,891			(810,566	)
Trade and bills payables		(1,151,993	)		338,141
Other payables and accrued expenses		3,410,216			2,308,740
Income tax payable		1,503,536			882,390
Net cash flows provided by operating activities		7,363,776			3,462,720
Cash flows from investing activities
Advances to a director		(3,930,035	)		(546,816	)
Payments to acquire property, plant and equipment		(3,075,940	)		(1,029,888	)
Payments to acquire an intangible asset		(287,263	)		—
Payments to acquire land use rights		(2,826,647	)		(45,666	)
Deposit paid for acquisition of a land use right		—			(2,350,601	)
Net cash flows used in investing activities		(10,119,885	)		(3,972,971	)
Cash flows from financing activities
Proceed from loans		1,163,417			670,560
Capital injection from a stockholder		781,727			487,222
Net cash flows provided by financing activities		1,945,144			1,157,782
Effect of foreign currency translation on cash and cash equivalents		474,371			135,058
Net (decrease)/increase in cash and cash equivalents		(336,594	)		782,589
Cash and cash equivalents - beginning of year		3,970,523			3,187,934
Cash and cash equivalents - end of year	$	3,633,929		$	3,970,523

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

F-23

Peakway Worldwide Limited

Consolidated Statements of Cash Flows

As of December 31, 2008 and 2007

(Stated in US Dollars)

	Year ended December 31,
	2008		2007
Supplemental disclosures for cash flow information:-
Cash paid for:-
Interest	$	115,220	$	75,803
Income taxes	$	41,572	$	48,200

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

F-24

Peakway Worldwide Limited

Consolidated Statements of Stockholder’s Equity

As of December 31, 2008 and 2007

(Stated in US Dollars)

									Accumulated
							Statutory		other				Total
	Common stock				Additional		reserve		comprehensive		Retained		stockholder’s
	Number of shares		Amount		paid-in capital		(Note 22)		income		earnings		equity
Balance, January 1, 2007		1,000	$	1,000	$	1,720,824	$	309,688	$	173,888	$	2,817,769	$	5,023,169
Net income		—		—		—		—		—		2,788,881		2,788,881
Capital contribution to a subsidiary		—		—		487,222		—		—		—		487,222
Foreign currency translation adjustments		—		—		—		—		461,229				461,229
Balance, December 31, 2007		1,000	$	1,000		2,208,046		309,688		635,117		5,606,650		8,760,501
Net income		—		—		—		—		—		4,436,018		4,436,018
Capital contribution to a subsidiary		—		—		781,727		—		—		—		781,727
Foreign currency translation adjustments		—		—		—		—		657,670		—		657,670
Balance, December 31, 2008		1,000	$	1,000	$	2,989,773	$	309,688	$	1,292,787	$	10,042,668	$	14,635,916

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

F-25

1.           Corporate information

Peakway Worldwide Limited (“Peakway” or the “Company”) was incorporated in the British Virgin Islands (the “BVI”) on November 3, 2006 as a limited liability company with authorized share capital of $50,000, divided into 50,000 common shares of $1 par value each.  The issued share capital of Peakway is $1,000, divided into 1,000 common shares of $1 par value each.  All of which are owned by Cabo Development Limited, a British Virgin Islands company.  Peakway acts as an investment holding company and currently has three subsidiaries namely, Alberta Holdings Limited (“Alberta”), Fujian Jinjiang Pacific Shoes Co., Limited (“Pacific Shoes”), and Fujian Baopiao Light Industry Co., Limited (“Baopiao Shoes”), which was formerly known as Baopiao (China) Light Industry Co., Limited.

Alberta was incorporated in Hong Kong on November 4, 2006 as a limited liability company with authorized share capital of 10,000 Hong Kong dollars (“HK$”), divided into 10,000 common shares of HK$1 par value each. The issued share capital of Alberta is HK$1, being 1 common share of HK$1 par value. Alberta is also a holding company and had no other operation since its incorporation.

Pacific Shoes was established as a sino-foreign equity joint venture entity in the People’s Republic of China (the “PRC”) on April 9, 1993 with registered capital of 5,000,000 Renminbi (“RMB”) (which are not divided into shares) and its registered capital was fully paid up. Pacific Shoes is engaged in the design, manufacturing and trading of footwear.

Baopiao Shoes was established as a wholly foreign-owned enterprise (“WFOE”) in the PRC on February 15, 2006 with registered capital of HK$50,000,000 (which are not divided into shares).  As of December 31, 2008, its paid up capital was HK$15,401,180.  During the reporting period, Baopiao Shoes had been under development and had not started commercial operations. Baopiao Shoes is to engage in the design, manufacturing and trading of footwear.

Following a series of reorganization as detailed in Note 2, the Company, through its subsidiaries, designs and manufactures footwear under the brand name “Baopiao”.

The Company mainly sources its suppliers locally in the PRC.

F-26

2.           Group reorganization and basis of presentation

To rationalize the group structure for the preparation of a reverse take-over, the Company has undergone a series of reorganization (the “Reorganization”).

The Company acquired Alberta at a consideration of HK$1 on November 1, 2007.

On January 12, 2009, Alberta acquired 100% equity interest of Pacific Shoes from Mr. Li without costs.

On February 26, 2009, Alberta acquired 100% equity interest of Baopiao Shoes from Mr. Li without costs.

As the Company, Alberta, Pacific Shoes and Baopiao Shoes have been under the common control of Mr. Li, the sole shareholder of Cabo, the Reorganization is treated as if it is a single business combination and the financial information of all companies now comprising the group for the reporting period was prepared on a combined basis.

The consolidated balance sheets, the consolidated statements of income and comprehensive income, consolidated statements of cash flows and consolidated statements of stockholder’s equity of the companies under common control now comprising the group have been prepared as if the current group structure had been in existence throughout the reporting period, or since their respective dates of incorporation where this is a shorter period.

The Company has conducted the subsequent events review through October 29, 2009, the date these condensed consolidated financial statements were approved by the director, and determined that there were no subsequent events or transactions that required recognition or disclosure in the condensed consolidated financial statements.

3.           Summary of significant accounting policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company, Alberta, Pacific Shoes and Baopiao Shoes because they are companies under the common control of Mr. Li Haiting.  All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements, as well as the reported amounts of revenues and expenses during the reported period. These amounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories and estimation on useful lives and residual values of properties, plant and equipment and intangible asset.  Actual results could differ from these estimates.

F-27

3.           Summary of significant accounting policies (Cont’d)

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, trade receivables and advances to customers and distributors.  As of December 31, 2008 and 2007, all of the Company’s cash and cash equivalents and restricted cash were held by major financial institutions located in the PRC, which management believes are of high credit quality.  With respect to trade receivables and advances to customers and distributors, the Company extends credit based on evaluations of the customers’ and distributors’ financial positions.  The Company generally does not require collateral for customers and distributors and maintains an allowance for doubtful accounts.

During the reporting period, customers representing 10% or more of the Company’s sales are as follows:-

	Year ended December 31,
	2008		2007
Jinjiang Import Export Co., Ltd.	$	2,399,342	$	2,004,644
Individual retailer - Li Changshu		2,091,348		1,186,055
	$	4,490,690	$	3,190,699

Details of customers for 10% or more of the Company’s trade receivables are:-

	As of December 31,
	2008		2007
Taiwan Quanyi Xingye Co., Ltd.	$	701,287	$	374,913

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less.  As of December 31, 2008 and 2007, almost all the cash and cash equivalents were denominated in Renminbi (“RMB”) and were placed with banks in the PRC.  RMB are not freely convertible into foreign currencies and the remittance of these funds out of the PRC is subject to exchange control restrictions imposed by the PRC government.

Restricted cash

Deposits in bank pledged as collateral for bills payable that are restricted in use are classified as restricted cash under current assets.

F-28

3.           Summary of significant accounting policies (Cont’d)

Allowance for doubtful accounts

The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectibility of trade receivables.  A considerable amount of judgment is required in assessing the amount of the allowance. The Company considers the historical level of credit losses and applies percentages to aged receivable categories.  The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future.  If the financial positions of the customers are to deteriorate, resulting in their inability to make payments, a larger allowance may be required.

Based on the above assessment, during the reporting period, the management considers that the establishment of general provisioning policy is not necessary as the bad debt experience was rare and insignificant. For those amounts identified as doubtful after assessment, the Company makes specific provision for these doubtful amounts. Bad debts are written off when identified.

The Company extends unsecured credit to customers ranging from 30 to 90 days in the normal course of business.  The Company does not accrue interest on trade receivables.

Inventories

Inventories are stated at the lower of cost or market value.  Cost is determined on a weighted average basis and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition.

In addition, the Company estimates net realizable value based on intended use, current market value and inventory ageing analyses.  The Company writes down the inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and the estimated market value based upon assumptions about future demand and market conditions.

There were no provision of obsolete inventories made during the reporting period. Historically, the actual net realizable value is close to the management estimation.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation.  Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.

Depreciation is provided on a straight-line basis over the assets’ estimated useful lives.  The useful lives are as follows:-

	Estimated useful lives
Plant and machinery	3 to 8 years
Office equipment	3 to 5 years
Buildings	30 years

F-29

3.           Summary of significant accounting policies (Cont’d)

Property, plant and equipment (Cont’d)

Maintenance or repairs are charged to expense as incurred.  Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.

Construction-in-progress

Construction-in-progress represents assets under construction and is stated at cost.  This includes cost of construction of buildings and other direct costs.  Construction-in-progress is not depreciated until such time the relevant assets are completed and put into operational use.

Intangible asset

The intangible asset of the Company is comprised of shoes designing software. The software is determined to have useful life of 5 years pursuant to the management experience. The software is stated at cost of purchase less accumulated amortization and any identified impairment losses in the annual impairment review.

Land use rights

Land use rights are stated at cost less accumulated amortization.  Amortization is provided using the straight-line method over the terms of the lease of 50 years obtained from the relevant PRC land bureau.

Impairment of long-lived assets

Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.  The Company recognizes impairment of long-lived assets in the event that the net book values of such assets exceed the future undiscounted cash flows attributable to such assets.  During the reporting period, the Company has not identified any indicators that would require testing for impairment.

Revenue recognition

Revenue from sales of the Company’s products is recognized when the significant risks and rewards of ownership have been transferred to the buyer at the time of delivery, the sales price is fixed or determinable and collection is reasonably assured.  Returns and exchange require approval from management and discounts are based on trade terms.  The Company reviews and estimates the rates of return and exchange monthly and made provision for return based on customers’ and distributors’ past records. From the past records, the return and exchange are insignificant.

F-30

3.           Summary of significant accounting policies (Cont’d)

Cost of sales

Cost of sales consists primarily of material costs, purchasing and receiving costs, inspection costs, wages, employee compensation, depreciation and related costs, which are directly attributable to the production of products.  Write down of inventory to lower of cost or market value is also recorded in cost of sales.

Selling expenses

Selling expenses mainly consist of advertising and transportation costs which are incurred during the selling activities.

Advertising and transportation expenses

Advertising, transportation and other product-related costs are charged to expense as incurred.

Advertising expenses amounting to $129,197 and $105,011 for the years ended December 31, 2008 and 2007, respectively, were included in selling expenses.

Transportation expenses amounting to $13,950 and $18,384 for the years ended December 31, 2008 and 2007, respectively, were included in selling expense.

General and administrative expenses

General and administrative expenses consist of office expenses, staff welfare, consumables, labor protection, design and salaries and wage which are incurred at the administrative level and exchange difference.

Stock-based compensation

During the reporting periods, the Company did not have any stock-based compensation arrangements.

Income taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109 “Accounting for Income Taxes”.  Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forward and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

F-31

3.           Summary of significant accounting policies (Cont’d)

Comprehensive income

The Company has adopted SFAS No.130, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  Components of comprehensive income include net income and foreign currency translation adjustments.  As at December 31, 2008 and 2007, the only component of accumulated other comprehensive income was foreign currency translation adjustment.

Foreign currency translation

The functional currency of the Company is Renminbi (“RMB”) and RMB is not freely convertible into foreign currencies.  The Company maintains its financial statements in the functional currency.  Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet date.  Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions.  Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the financial statements of the Company which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenues and expenses are translated at the average exchange rates and stockholder’s equity is translated at historical exchange rates.  Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income as foreign exchange adjustments, a component of stockholder’s equity.  The exchange rates in effect as at December 31, 2008 and 2007 were RMB1 for $0.1459 and $0.1367, respectively. The average exchange rates for the years ended December 31, 2008 and 2007 were RMB1 for $0.1436 and $0.1313, respectively. There is no significant fluctuation in exchange rate for the conversion of RMB to United States dollars after the balance sheet date.  Recorded in other comprehensive income are translation exchange gains which amounted to $657,670 and $461,229 for the two years ended December 31, 2008 and 2007 respectively.

Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Rental payables under operating lease are recognized as expense on a straight-line basis over the lease term.

Basic and diluted earnings per share

The Company reports basic earnings per share in accordance with SFAS No. 128, “Earnings Per Share”.  Basic earnings per share is computed using the weighted average number of shares outstanding during the periods presented.  The weighted average number of share of the Company represents the common stock outstanding during the reporting period.

F-32

3.           Summary of significant accounting policies (Cont’d)

Commitment and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is payable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

Recently issued accounting pronouncements

In May 2009, The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 165, “Subsequent Events” (“SFAS 165”). This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This Statement is effective for interim and annual periods ending after June 15, 2009 and as such, the Company will adopt this standard in the second quarter of fiscal year 2009. The Company is currently assessing the impact of the adoption of SFAS 165, if any, on its financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for non-governmental entities. SFAS 162 is effective for interim and annual periods ending after September 15, 2009 and as such, the Company will adopt this standard in the third quarter of fiscal year 2009. The Company is currently assessing the impact of the adoption of SFAS 162 on its financial position, results of operations, or cash flows.

In April 2008, the FASB issued FASB staff position (“FSP”) FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP FAS 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within that fiscal year and as such, the Company will adopt FSP FAS 142-3 in the first quarter of fiscal year 2009. Early adoption is prohibited. The Company is currently evaluating the impact, if any, that FSP FAS 142-3 will have on its financial position, results of operations, or cash flows.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" (“SFAS 161”), which amends the disclosure requirements of SFAS No. 133. SFAS 161 provides an enhanced understanding about how and why derivative instruments are used, how they are accounted for and their effect on an entity’s financial condition, performance and cash flows. SFAS 161, which is effective for the fiscal year and interim period beginning after November 15, 2008, will require additional disclosure in future filings. The Company adopted this standard in the first quarter of fiscal year 2009 and the adoption did not have any material impact on the Company’s consolidated financial position, results of operations or cash flows.

F-33

3.           Summary of significant accounting policies (Cont’d)

Recently issued accounting pronouncements (cont’d)

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an Amendment of ARB No. 51” (“FAS 160”). FAS 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. FAS 160 is effective for fiscal years beginning on or after December 15, 2008 and interim periods within that fiscal year and as such, the Company will adopt this standard in the first quarter of fiscal year 2009. Based on its current operations, the Company does not believe that FAS 160 will have a significant impact on its financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, IPR&D and restructuring costs. In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income taxes. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008 and as such, the Company will adopt this standard in the fiscal year 2009. The provisions are effective for the Company for business combinations on or after January 1, 2009.

 In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. This provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without being required to apply complex hedge accounting provisions. The provisions of SFAS No. 159 are effective as of the beginning of fiscal years that start after November 15, 2007 (for the Company, January 1, 2008). The Company adopted SFAS No. 159 on January 1, 2008 and the adoption did not have any material impact on its financial position, results of operations or cash flows.

In June 2006, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109” (“FIN 48”). FIN 48 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not (i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlements. FIN 48 is effective for fiscal years beginning after December 15, 2006.  The Company adopted FIN 48 in fiscal year 2007 and upon adoption, the Company did not have any material uncertain tax positions to account for as an adjustment to its opening balance of retained earnings on January 1, 2007. In addition, as of December 31, 2008, the Company did not have any material unrecognized tax benefits.

F-34

3.           Summary of significant accounting policies (Cont’d)

Recently issued accounting pronouncements (cont’d)

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements.

SFAS 157, among other things, requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the company’s market assumptions. The effective date was for fiscal years beginning after November 15, 2007 and interim periods within that fiscal year.

SFAS No. 157 establishes a three-tiered hierarchy to prioritize inputs used to measure fair value. Those tiers are defined as follows:

- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

- Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

- Level 3 inputs are unobservable inputs for the asset or liability.

The highest priority in measuring assets and liabilities at fair value is placed on the use of Level 1 inputs, while the lowest priority is placed on the use of Level 3 inputs.

This statement also expands the related disclosure requirements in an effort to provide greater transparency around fair value measures.

In February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement No. 157”, which delays the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

The Company has expanded the disclosures about the fair value measurements and will adopt SFAS 157 in the first quarter of fiscal year 2009 and is still evaluating the impact of the items deferred by FSP FAS 157-2.

F-35

3.           Summary of significant accounting policies (Cont’d)

Fair value of financial instruments

SFAS No. 107 “Disclosures About Fair Value of Financial Instruments” requires the disclosure of the estimated fair value of financial instruments including those financial instruments for which the SFAS No. 159 fair value option was not elected. Except for collateralized borrowings disclosed is below, the carrying amounts of other financial assets and liabilities approximate their fair values due to short maturities:

	As of December 31, 2008				As of December 31, 2007
	Carrying amount		Fair value		Carrying amount		Fair value
Collateralized short-term bank loans	$	1,458,959	$	1,480,919	$	1,367,222	$	1,371,133

The fair values of collateralized borrowings are based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

It is management’s opinion that the Company is not exposed to significant price or credit risks arising from these financial instruments.

4.           Restricted cash

	As of December 31,
	2008		2007
Bank deposits held as collateral for bills payable	$	74,493	$	527,513

The Company is requested by certain of its suppliers to settle amounts owed to such suppliers by the issuance of bills through banks for which the banks undertake to guarantee the Company’s settlement of these amounts at maturity.  The bills are interest free and would be matured within six months from the date of issuance.  As a collateral for the banks’ undertakings, the Company is required to pay bank charges as well as maintaining deposits with such banks amounts equivalent to 50% to 100% of the bills’ amounts in issue.

F-36

5.           Prepayments and other receivables

	As of December 31,
	2008		2007
Prepayments to suppliers	$	273,295	$	590,387
Compensation receivable (Note 16)		77,033		—
	$	350,328	$	590,387

6.           Amount due from a director

	As of December 31,
	2008		2007
Amount due from Mr. Li Haiting	$	4,554,237	$	576,436

This amount due is interest-free, unsecured and repayable on demand.

7.           Advances to customers and distributors

	As of December 31,
	2008		2007
Interest-free loans advanced to customers and distributors	$	2,917,919	$	1,640,667

During the years 2008 and 2007, in order to improve the market shares and increase the number of retailing points in the PRC, the management advanced cash to the potential retailers for them to increase the number of retail shops and distribution points in the related provinces in which they are located.  The amounts are interest-free, unsecured and payable upon demand.

F-37

8.           Inventories

	As of December 31,
	2008		2007
Raw materials	$	376,462	$	1,560,525
Work-in-progress		24,617		65,221
Finished goods		228,202		2,006,418
	$	629,281	$	3,632,164

During the year ended December 31, 2008, inventories with carrying amounts of $56,626 and $192,603 (Note 16) were written off as result of obsolescence review and of the fire, and were recognized in the cost of goods sold and as losses arising from fire, respectively.

During the year ended December 31, 2007, no inventories were written off.

9.           Properties, plant and equipment

	As of December 31,
	2008			2007
Costs:
Plant and machinery	$	855,315		$	634,665
Office equipment		70,468			54,415
Buildings		1,286,382			1,264,681
		2,212,165			1,953,761
Accumulated depreciation		(910,255	)		(814,044	)
Construction-in-progress		4,314,291			1,279,984
	$	5,616,201		$	2,419,701

           During the reporting period, depreciation is included in:-

	Year ended December 31,
	2008		2007
Cost of sales and overheads	$	151,965	$	121,446
Administrative expenses		9,621		1,714
	$	161,586	$	123,160

During the year ended December 31, 2008, carrying amounts of $47,751 were written off as a result of the fire as set out in Note 16.

During the year ended December 31, 2007, no property, plant and equipment were written off.

As of December 31, 2008 and 2007, buildings with carrying value of $906,649 and $937,251 respectively, were pledged for the collateralized bank loans (Note 13a).

F-38

10.           Land use rights

	As of December 31,
	2008			2007
Land use rights:-
Cost	$	6,168,284		$	47,559
Accumulated amortization		(123,620	)		(238	)
	$	6,044,664		$	47,321

The Company obtained the rights from the relevant PRC land bureau for a period of 50 years to use the land on which the office premises, production facilities and warehouse of the Company are situated.

As of December 31, 2008 and 2007, a land use right with carrying value of $49,481 and $47,321 respectively, was pledged for a collateralized bank loan (Note 13a).

During the two years ended December 31, 2008 and 2007, amortization for land use rights amounted to $121,451 and $238, of which $120,202 and nil have been capitalized in construction-in-progress, respectively.

The estimated amortization of land use rights for the five succeeding years are as follows:-

Year
2009	$	123,366
2010		123,366
2011		123,366
2012		123,366
2013		123,366
	$	616,830

11.           Intangible asset

	As of December 31,
	2008			2007
Software:-
Cost	$	291,792		$	—
Accumulated amortization		(26,261	)		—
	$	265,531		$	—

This software represents integrated software in designing footwear and purchased by Pacific Shoes. Pursuant to the management experience, this software estimated useful life was 5 years.  Since it acquisition, an annual impairment review was performed by management and no impairment was identified.

F-39

11.           Intangible asset (cont’d)

During the year ended December 31, 2008, amortization for software amounted to $25,854.

The estimated amortization of software for the five succeeding years are as follows:-

Year
2009	$	58,358
2010		58,358
2011		58,358
2012		58,358
2013		32,099
	$	265,531

12.           Other payables and accrued expenses

	As of December 31,
	2008		2007
Value added tax and other tax payable	$	6,474,334	$	3,260,663
Staff welfare payables (Note 12a)		798,103		481,029
Accrued expenses and other payables		421,360		112,885
Salaries payable		75,739		92,842
Receipt in advance from customers		195,702		270,811
	$	7,965,238	$	4,218,230

Notes :-

a)   Staff welfare payable represents accrued staff medical, industry injury claims, labor and unemployment insurances.  All of which are third parties insurance and the insurance premiums are based on certain percentage of salaries.  The obligations of the Company are limited to those premiums contributed by the Company.

F-40

13.           Loans payable

	As of December 31,
	2008		2007
Collateralized short-term bank loans (Note 13a)	$	1,458,959	$	1,367,222
Unsecured, non-interest bearing loan (Note 13b)		1,445,507		247,165
	$	2,904,466	$	1,614,387

Notes :-

a)   The bank loans are denominated in RMB and carried average interest rate as of December 31, 2008 and 2007 at 8.46% and 8.65%, respectively.

The bank loans were collateralized by the buildings and land use right with carrying values of $906,649 (Note 9) and $49,481 (Note 10), respectively, and guaranteed by Mr. Li Haiting, the sole director of the Company.

During the reporting period, there was no covenant requirement under the banking facilities granted to the Company.

b)   The unsecured loan was advanced from the director’s friends, interest free and repayable on demand.

14.           Commitments and contingencies

a. Capital commitment

(iii)   As of December 31, 2008 and 2007, the Company had capital commitments in respect of the construction of properties, amounting to $1,082,950 and $3,568,516 respectively, which were contracted for but not provided for in the financial statements.

(iv)   As of December 31, 2008 and 2007, the Company had capital commitments with its payment of registered capital for Pacific Shoes and Baopiao Shoes in the amounts of RMB5,000,000 and HK$50,000,000 within 6 months after completing of the registration transfer and 30 days after the Equity Transfer Agreement of Baopiao Shoes signed respectively.

b. Operating lease arrangement

As of December 31, 2008, the Company had one non-cancelable operating lease for its factories. The lease will expire in June 2009 and the expected payment is $10,942.

The rental expense relating to the operating lease was $2,154 for the year ended December 31, 2008.

F-41

14.           Commitments and contingencies (cont’d)

c. Contingencies

In accordance with the PRC tax regulations, the Company’s sales are subject to value added tax (“VAT”) at 17% upon the issuance of VAT invoices to its customers. When preparing these financial statements, the Company recognized revenue when goods were delivered, and made full tax provision in accordance with relevant national and local laws and regulations of the PRC.

The Company follows the practice of reporting its revenue for PRC tax purposes when invoices are issued. In the local statutory financial statements prepare under PRC GAAP, the Company recognized revenue on an “invoice basis” instead of when goods are delivered. Accordingly, despite the fact that the Company has made full tax provision in the financial statements, the Company may be subject to a penalty for the deferred reporting of tax obligations. The exact amount of penalty cannot be estimated with any reasonable degree of certainty.  The director considers it is very unlikely that the tax penalty will be imposed.

15.           Other income

	Year ended December 31,
	2008		2007
Bank interest income	$	11,022	$	4,501
Other income		35,643		64,199
	$	46,665	$	68,700

16.           Losses arising from fire

During the year ended December 31, 2008, a fire broke out in a factory and caused damage to certain of the Company’s properties.  Following a detailed review, the management identified that this accident has resulted in losses to the inventories of $192,603 (Note 8) and losses to buildings and machinery of $47,751 (Note 9).  The Company submitted an insurance claim in late 2008 and successfully claimed damages for the building amounted to $77,042.  Net loss arising from the fire incident, after deducting the damages claimed, amounted to $163,312 for the year ended December 31, 2008.

F-42

17.           Finance costs

	Year ended December 31,
	2008		2007
Bank loan interest expenses	$	115,220	$	75,805
Bank charges		586		608
	$	115,806	$	76,413

18.           Income taxes

BVI

The Company was incorporated in the BVI and, under the current laws of the BVI, is not subject to income taxes.

Hong Kong

Alberta was incorporated in Hong Kong and is subject to profits tax rate of 16.5% (2007: 17.5%). It is currently not subject to income taxes because it derived no taxable income during the reporting period.

PRC

Prior to January 1, 2008, Pacific Shoes and Baopiao Shoes were subject to a preferential enterprise income tax (“EIT”) rate at 27%, of which 24% was for national tax and 3% was for local tax, on the assessable profits as reported in the statutory financial statements prepared under China Accounting Regulations.

On March 16, 2007, the National People's Congress approved the Corporate Income Tax Law of the People's Republic of China (the "New CIT Law"). The New CIT Law reduces the standard corporate income tax rate from 33% to 25% with effect from January 1, 2008. Pursuant to the New CIT Law, Pacific Shoes and Baopiao Shoes have been subjected to EIT at a unified rate of 25% from January 1, 2008 onwards.

According to the PRC tax laws and regulations, Pacific Shoes and Bapiao being a sino-foreign equity joint venture entity and a WFOE respectively, were entitled to, starting from the first profitable year, a two-year exemption from enterprise income tax followed by a three-year 50% reduction in its enterprise income tax (“Tax Holiday”).

The Tax Holiday of Pacific Shoes commenced in year 1993 and ended in year 1997.

Baopiao Shoes has not started commercial operations and had no reportable profit under China Accounting Regulations since its incorporation on February 15, 2006. Baopiao Shoes had not applied for such Tax Holiday to the relevant PRC authority before the New CIT Law became effective on January 1, 2008. However, pursuant to the transitional provisions in the New CIT Law, companies qualified for Tax Holiday must make application prior to January 1, 2008 and the Tax Holiday would be deemed commence on January 1, 2008 regardless of results of operation. Baopiao Shoes is therefore not entitled to Tax Holiday.

F-43

18.           Income taxes (cont’d)

FIN 48 requires recognition and measurement of uncertain income tax positions using a "more-likely-than-not" approach. The Company adopted FIN 48 on January 1, 2007. The management evaluated the Company's tax positions and considered that no additional provision for uncertainty in income taxes is necessary as of December 31, 2008.

The components of the provision for income taxes from continuing operation are:-

	Year ended December 31,
	2008		2007
Current taxes - PRC	$	1,545,109	$	1,119,089
Deferred taxes - PRC		—		—
	$	1,545,109	$	1,119,089

The effective income tax expenses differ from the PRC statutory income tax rate from continuing operations in the PRC as follows:-

	Year ended December 31,
	2008		2007
Provision for income taxes at PRC
statutory income tax rate - 25% in
2008 and 27% in 2007	$	1,495,281	$	1,055,152
Non-deductible items for tax		49,828		63,937
	$	1,545,109	$	1,119,089

19.           Earnings per share

Basic earnings per share is computed as net earnings divided by the weighted-average number of common share outstanding for the period.

Dilutive earnings per share is computed as net earnings divided by the weighted-average number of common share outstanding for the period plus common stock equivalents.

During the period, the Company had no dilative instruments.  Accordingly, the basic and diluted earnings per share are the same.

20.           Related parties transactions

Apart from the transactions as disclosed in Notes 6 and 13(a) to the financial statements, the Company had no material transactions carried out with related parties during the reporting period.

F-44

21.           Common stock

The Company was incorporated in the BVI on November 3, 2006 as a limited liability company with authorized share capital of $50,000, divided into 50,000 common shares of $1 par value each, of which 1,000 shares were issued at par value for cash upon incorporation.

22.           Statutory reserve

The Company’s statutory reserve comprise of the following:-.

	As of December 31,
	2008		2007
Statutory reserve	$	309,688	$	309,688

Under PRC regulations, Pacific Shoes and Baopiao Shoes may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC GAAP.  In addition, these companies are required to set aside at least 10% of their after-tax net profits each year, if any, to fund the statutory reserves until the individual balance of the reserve reaches 50% of their corresponding individual registered capital.  The statutory reserves are not distributable in the form of cash dividends to the Company and can be used to make up cumulative prior year losses.

For each of the two years in the period ended 31, 2008, no appropriation to this statutory reserve was made as the reserve reached 50% of the Pacific Shoes’ registered capital and Baopiao Shoes did not make any profit during the reporting period.

23.           Defined contribution plan

Pacific Shoes and Baopiao Shoes have defined contribution plans for all qualified employees in the PRC.  Pacific Shoes and Baopiao Shoes and their employees are each required to make contributions to the plans at the rates specified in the plans.  The only obligation of Pacific Shoes and Baopiao Foootwear with respect to retirement schemes are to make the required contributions under the plans.  No forfeited contribution is available to reduce the contribution payable in the future years.  The defined contribution plan contributions were charged to the consolidated statements of income and comprehensive income.The Company contributed $15,955 and $15,155 for the two years ended December 31, 2008 and 2007, respectively.

24.           Segment information

The Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information", in respect of its operating segments. The Company's income is contributed by Pacific Shoes, which operates in a single business segment that includes the design, development, and manufacturing of footwear and accordingly no business segment information is presented. The Company’s products are sold only in the PRC and all the Company’s long-lived assets are located in the PRC, and accordingly no geographical segment information is presented.

25.           Post balance sheet event

On February 26, 2009, the Reorganization as detailed in Note 2 was completed.

F-45

EX-2.1

                                                                     Exhibit 2.1

                            SHARE EXCHANGE AGREEMENT

     This SHARE EXCHANGE AGREEMENT (this  "AGREEMENT"),  dated as of November 5,
2009,  is by and  among  Wollemi  Mining  Corp.,  a  Delaware  corporation  (the
"PUBCO"),   Peakway  Worldwide   Limited,   a  British  Virgin  Islands  company
("PEAKWAY"), and Cabo Development Limited, a British Virgin Islands company (the
"STOCKHOLDER").  Each of the parties to this Agreement is individually  referred
to herein as a "PARTY" and collectively, as the "PARTIES."

                                   BACKGROUND

     Peakway  has  1,000  ordinary  shares  (the  "PEAKWAY  STOCK")  issued  and
outstanding,  all of which are held by the  Stockholder.  The Stockholder is the
record and  beneficial  owner of the  number of shares of  Peakway  Stock as set
forth on Exhibit A. The  Stockholder  has agreed to transfer  all of its Peakway
Stock in exchange for  10,500,000  newly issued  common stock , par value $.0001
per share, of the Pubco (the "PUBCO STOCK") that will  constitute  approximately
70% of the issued and outstanding  common stock of the Pubco  immediately  after
the  Closing.  The  number  of  shares  of  Pubco  Stock to be  received  by the
Stockholder is listed opposite such  Stockholder's name on Exhibit A attached to
this Agreement.  The aggregate number of shares of Pubco Stock that is reflected
on Exhibit A is referred to herein as the "SHARES".

     The Board of  Directors  of the Pubco,  Peakway  and the  Stockholder  have
determined that it is desirable to effect this plan of reorganization  and share
exchange.

                                    AGREEMENT

     NOW THEREFORE, the parties agree as follows:

                                   ARTICLE I

                               Exchange of Shares

     SECTION  1.01.  Exchange  by  Stockholder.  At the  Closing  (as defined in
Section 1.02), the Stockholder shall sell, transfer,  convey, assign and deliver
to Pubco its  Peakway  Stock free and clear of all Liens (as  defined  below) in
exchange for Pubco Stock listed on Exhibit A opposite such Stockholder's name.

     SECTION 1.02.  Closing.  The closing (the  "CLOSING")  of the  transactions
contemplated hereby (the "TRANSACTIONS")  shall take place at the Beijing office
of King and Wood LLP in People's  Republic of China at 11:00 a.m.  local time on
the second  business day following the  satisfaction or waiver of all conditions
to the  obligations of the parties to consummate the  Transactions  contemplated
hereby (other than  conditions  with respect to actions the  respective  parties
<PAGE>
will take at the Closing itself), or such other date and time as the parties may
mutually determine (the "CLOSING DATE").

                                   ARTICLE II

                  Representations and Warranties of Stockholder

     The  Stockholder  hereby  represents  and warrants to Pubco with respect to
itself, as follows:

     SECTION 2.01.  Good Title.  The  Stockholder  is the record and  beneficial
owner, and has good title to its Peakway Stock,  with the right and authority to
sell and deliver such Peakway Stock.  Upon registering of Pubco as the new owner
of such Peakway  Stock in the share  register of members of Peakway,  Pubco will
receive good title to such Peakway Stock, free and clear of all liens,  security
interests,  pledges, equities and claims of any kind, voting trusts, stockholder
agreements and other encumbrances (collectively, "LIENS").

     SECTION 2.02.  Power and  Authority.  This  Agreement  constitutes a legal,
valid and  binding  obligation  of the  Stockholder,  enforceable  against  such
Stockholder in accordance with the terms hereof.

     SECTION 2.03. No Conflicts. The execution and delivery of this Agreement by
the  Stockholder  and the  performance  by the  Stockholder  of its  obligations
hereunder in accordance with the terms hereof:  (i) will not require the consent
of any third party or any federal,  state,  local or foreign  government  or any
court of competent  jurisdiction,  administrative  agency or commission or other
governmental  authority or instrumentality,  domestic or foreign  ("GOVERNMENTAL
ENTITY")  under any statutes,  laws,  ordinances,  rules,  regulations,  orders,
writs, injunctions, judgments, or decrees (collectively,  "LAWS"); (ii) will not
violate any Laws  applicable to such  Stockholder  and (iii) will not violate or
breach any contractual obligation to which such Stockholder is a party.

     SECTION  2.04.  No  Finder's  Fee.  The  Stockholder  has not  created  any
obligation for any finder's,  investment  banker's or broker's fee in connection
with the Transactions.

     SECTION 2.05. Purchase Entirely for Own Account. Pubco Stock proposed to be
acquired by the  Stockholder  hereunder  will be acquired for investment for its
own  account,  and not with a view to the  resale  or  distribution  of any part
thereof,  and the Stockholder  has no present  intention of selling or otherwise
distributing Pubco Stock, except in compliance with applicable securities laws.

     SECTION 2.06.  Lock-up and  Registration  Rights.  The  Stockholder  hereby
undertakes that it will not offer,  sell,  contract to sell, pledge or otherwise
dispose of,  directly or indirectly,  any Pubco Stock,  enter into a transaction
that  would  have  the same  effect,  or enter  into  any  swap,  hedge or other
arrangement  that  transfers,   in  whole  or  in  part,  any  of  the  economic
consequences of ownership of such Pubco Stock, whether any of these transactions
are to be settled by delivery of any such Pubco Stock, in cash or otherwise,  or
publicly disclose the intention to make any offer,  sale, pledge or disposition,
or to enter into any transaction, swap, hedge or other arrangement, for a period

                                       2
<PAGE>
of 24 months  from the date of  issuance  of such Pubco  Stock.  After  24-month
period  described  above,  the  Stockholder  shall be  entitled  to  effect  the
registration under the Securities Act of such Pubco Stock.

     SECTION 2.07. Restricted Securities.  The Stockholder  understands that the
Pubco Stock is characterized as "restricted securities" under the Securities Act
inasmuch as this  Agreement  contemplates  that, if acquired by the  Stockholder
pursuant  hereto,  the  Pubco  Stock  would be  acquired  in a  transaction  not
involving a public offering.  The Stockholder  further  acknowledges that if the
Pubco Stock is issued to the  Stockholder  in accordance  with the provisions of
this Agreement,  such Pubco Stock may not be resold without  registration  under
the Securities Act or the existence of an exemption  therefrom.  The Stockholder
represents  that it is familiar with Rule 144  promulgated  under the Securities
Act, as presently in effect,  and  understands  the resale  limitations  imposed
thereby and by the Securities Act.

     SECTION 2.08.  Legends. It is understood that the Pubco Stock will bear the
following legend or one that is substantially similar to the following legend:

          NEITHER THESE  SECURITIES NOR THE  SECURITIES  ISSUABLE UPON
          CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE
          SECURITIES   AND  EXCHANGE   COMMISSION  OR  THE  SECURITIES
          COMMISSION OF ANY STATE IN RELIANCE  UPON AN EXEMPTION  FROM
          REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED
          (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
          OR  SOLD  EXCEPT  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION
          STATEMENT  UNDER  THE  SECURITIES  ACT  OR  PURSUANT  TO  AN
          AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT
          TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND
          IN  ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES  LAWS AS
          EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
          SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
          ACCEPTABLE  TO  THE  COMPANY.   THESE   SECURITIES  AND  THE
          SECURITIES  ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY
          BE PLEDGED IN  CONNECTION  WITH A BONA FIDE  MARGIN  ACCOUNT
          SECURED BY SUCH SECURITIES.

     SECTION  2.09.  Accredited  Investor.  The  Stockholder  is an  "accredited
investor" within the meaning of Rule 501 under the Securities Act.

                                  ARTICLE III

                    Representations and Warranties of Peakway

     Peakway  represents  and  warrants  to Pubco  that,  except as set forth in
Peakway  Disclosure  Letter (as defined below,  and regardless of whether or not
Peakway  Disclosure  Letter is referenced  below with respect to any  particular
representation  or  warranty),  which  will be  delivered  by  Peakway  to Pubco
concurrently herewith (the "PEAKWAY DISCLOSURE LETTER"):

                                       3
<PAGE>
     SECTION  3.01.  Organization,  Standing and Power.  Each of Peakway and its
subsidiaries (the "PEAKWAY  SUBSIDIARIES")  is duly organized,  validly existing
and in good standing under the laws of the jurisdiction in which it is organized
and has the  corporate  power  and  authority  and  possesses  all  governmental
franchises,  licenses, permits, authorizations and approvals necessary to enable
it to own,  lease or otherwise hold its properties and assets and to conduct its
businesses  as  presently  conducted,  other  than  such  franchises,  licenses,
permits,  authorizations and approvals the lack of which, individually or in the
aggregate,  has not had and would not  reasonably be expected to have a material
adverse effect on Peakway,  a material  adverse effect on the ability of Peakway
to perform its obligations  under this Agreement or on the ability of Peakway to
consummate the Transactions (a "PEAKWAY MATERIAL ADVERSE  EFFECT").  Peakway and
each Peakway  Subsidiary is duly  qualified to do business in each  jurisdiction
where the nature of its business or its  ownership or leasing of its  properties
make such  qualification  necessary except where the failure to so qualify would
not reasonably be expected to have a Peakway  Material  Adverse Effect.  Peakway
has  delivered  to the Pubco  true and  complete  copies of the  memorandum  and
articles of  association  of Peakway and such other  constituent  instruments of
Peakway as may  exist,  each as  amended  to the date of this  Agreement  (as so
amended,  the "PEAKWAY  CONSTITUENT  INSTRUMENTS"),  and the comparable charter,
organizational  documents  and other  constituent  instruments  of each  Peakway
Subsidiary, in each case as amended through the date of this Agreement.

     SECTION 3.02. Peakway Subsidiaries; Equity Interests.

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

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

     SECTION  3.03.  Capital  Structure.  The  authorized  shares of Peakway are
50,000 ordinary shares of a single class with a par value of US$1.00 each. As of
the date of this Agreement,  1,000 ordinary  shares are issued and  outstanding.
Except as set forth above,  no shares or other voting  securities of Peakway are
issued,  reserved  for issuance or  outstanding.  Except as specified in Peakway
Disclosure Letter, Peakway is the sole record and beneficial owner of all of the
issued and outstanding capital stock of each Peakway Subsidiary. All outstanding
shares of the capital  stock of Peakway  and each  Peakway  Subsidiary  are duly
authorized,  validly issued,  fully paid and nonassessable and not subject to or
issued in violation of any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of
the applicable corporate laws of the British Virgin Islands, Peakway Constituent
Instruments  or any Contract (as defined in Section  3.05) to which Peakway is a
party or otherwise bound.  There are not any bonds,  debentures,  notes or other
indebtedness of Peakway or any Peakway  Subsidiary  having the right to vote (or
convertible into, or exchangeable  for,  securities having the right to vote) on
any matters on which holders of Peakway Stock or the common stock of any Peakway
Subsidiary may vote ("VOTING  DEBT").  Except as set forth above, as of the date

                                       4
<PAGE>
of this Agreement,  there are not any options,  warrants, rights, convertible or
exchangeable  securities,  "phantom" stock rights,  stock  appreciation  rights,
stock-based   performance  units,   commitments,   Contracts,   arrangements  or
undertakings  of any kind to which Peakway or any Peakway  Subsidiary is a party
or by  which  any of  them  is  bound  (i)  obligating  Peakway  or any  Peakway
Subsidiary to issue, deliver or sell, or cause to be issued,  delivered or sold,
additional shares of capital stock or other equity interests in, or any security
convertible  or  exercisable  for or  exchangeable  into any capital stock of or
other equity interest in, Peakway or any Peakway  Subsidiary or any Voting Debt,
(ii) obligating  Peakway or any Peakway  Subsidiary to issue,  grant,  extend or
enter  into  any  such  option,  warrant,  call,  right,  security,  commitment,
Contract,  arrangement or undertaking or (iii) that give any person the right to
receive any  economic  benefit or right  similar to or derived from the economic
benefits and rights  occurring to holders of the capital  stock of Peakway or of
any Peakway Subsidiary.  Except as set forth in Peakway Disclosure Letter, as of
the  date  of  this  Agreement,   there  are  not  any  outstanding  contractual
obligations of Peakway to repurchase,  redeem or otherwise acquire any shares of
capital stock of Pubco.

     SECTION 3.04. Authority;  Execution and Delivery;  Enforceability.  Peakway
has all  requisite  corporate  power and  authority  to execute and deliver this
Agreement  and to  consummate  the  Transactions.  The execution and delivery by
Peakway of this Agreement and the  consummation  by Peakway of the  Transactions
have been duly  authorized and approved by the Board of Directors of Peakway and
no other corporate proceedings on the part of Peakway are necessary to authorize
this Agreement and the Transactions. When executed and delivered, this Agreement
will be enforceable against Peakway in accordance with its terms.

     SECTION 3.05. No Conflicts; Consents.

     (a) Except as set forth in Peakway  Disclosure  Letter,  the  execution and
delivery by Peakway of this  Agreement  does not,  and the  consummation  of the
Transactions and compliance with the terms hereof and thereof will not, conflict
with, or result in any violation of or default (with or without  notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit under, or result
in the creation of any Lien upon any of the  properties  or assets of Peakway or
any  Peakway  Subsidiary  under,  any  provision  of  (i)  Peakway   Constituent
Instruments or the comparable charter or organizational documents of any Peakway
Subsidiary,  (ii) any material contract, lease, license,  indenture, note, bond,
agreement,  permit, concession,  franchise or other instrument (a "CONTRACT") to
which  Peakway  or any  Peakway  Subsidiary  is a party or by which any of their
respective  properties  or assets is bound or (iii)  subject to the  filings and
other matters referred to in Section 3.05(b),  any material  judgment,  order or
decree  ("JUDGMENT")  or  material  Law  applicable  to Peakway  or any  Peakway
Subsidiary or their respective  properties or assets, other than, in the case of
clauses  (ii) and (iii)  above,  any such  items  that,  individually  or in the
aggregate,  have not had and would not  reasonably be expected to have a Peakway
Material Adverse Effect.

     (b)  Except  as set forth in  Peakway  Disclosure  Letter  and  except  for
required  filings with the  Securities and Exchange  Commission  (the "SEC") and
applicable  "Blue Sky" or state  securities  commissions,  no material  consent,
approval,   license,   permit,   order  or  authorization   ("CONSENT")  of,  or
registration,  declaration  or filing  with,  or permit from,  any  Governmental

                                       5
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Entity is required  to be obtained or made by or with  respect to Peakway or any
Peakway Subsidiary in connection with the execution, delivery and performance of
this Agreement or the consummation of the Transactions.

     SECTION  3.06.  Benefit  Plans.  Peakway  does  not  have or  maintain  any
collective bargaining agreement or any bonus, pension, profit sharing,  deferred
compensation,  incentive compensation,  stock ownership,  stock purchase,  stock
option,  phantom  stock,  retirement,  vacation,  severance,  disability,  death
benefit,  hospitalization,  medical or other plan,  arrangement or understanding
(whether or not  legally  binding)  providing  benefits to any current or former
employee,   officer  or   director   of  Peakway  or  any   Peakway   Subsidiary
(collectively,  "PEAKWAY BENEFIT PLANS"). As of the date of this Agreement there
are not any severance or termination  agreements or arrangements between Peakway
or any  Peakway  Subsidiary  and any  current  or former  employee,  officer  or
director of Peakway or any Peakway  Subsidiary,  nor does Peakway or any Peakway
Subsidiary have any general severance plan or policy.

     SECTION 3.07.  Litigation.  There is no action,  suit,  inquiry,  notice of
violation, proceeding (including any partial proceeding such as a deposition) or
investigation pending or threatened in writing against or affecting Peakway, any
subsidiary  or  any of  their  respective  properties  before  or by any  court,
arbitrator,   governmental  or  administrative   agency,   regulatory  authority
(federal,  state,  county,  local or foreign),  stock market,  stock exchange or
trading  facility  ("ACTION")  which (i)  adversely  affects or  challenges  the
legality,  validity or  enforceability of any of this Agreement or the Shares or
(ii)  could,  if there  were an  unfavorable  decision,  individually  or in the
aggregate,  have or  reasonably  be  expected  to result  in a Peakway  Material
Adverse Effect. Neither Peakway nor any subsidiary,  nor any director or officer
thereof  (in his or her  capacity  as such),  is or has been the  subject of any
Action  involving a claim or violation of or  liability  under  federal or state
securities laws or a claim of breach of fiduciary duty.

     SECTION  3.08.   Compliance  with  Applicable  Laws.  Peakway  and  Peakway
Subsidiaries  are in  compliance  with  all  applicable  Laws,  including  those
relating  to  occupational,  health and safety and the  environment,  except for
instances of noncompliance that, individually and in the aggregate, have not had
and would not reasonably be expected to have a Peakway  Material Adverse Effect.
Except as set forth in Peakway Disclosure  Letter,  Peakway has not received any
written  communication during the past two years from a Governmental Entity that
alleges  that  Peakway is not in  compliance  in any  material  respect with any
applicable Law.

     SECTION 3.09. Brokers; Schedule of Fees and Expenses. No broker, investment
banker, financial advisor or other person is entitled to any broker's, finder's,
financial  advisor's or other similar fee or  commission in connection  with the
Transactions based upon arrangements made by or on behalf of Peakway.

     SECTION 3.10. Contracts.  Except as disclosed in Peakway Disclosure Letter,
there are no Contracts  that are material to the business,  properties,  assets,
condition  (financial  or  otherwise),  results of  operations  or  prospects of
Peakway and its subsidiaries  taken as a whole.  Neither Peakway nor any Peakway
Subsidiary  is in  violation  of or in default  under (nor does there  exist any
condition  which upon the  passage of time or the giving of notice  would  cause
such a violation of or default  under) any Contract to which it is a party or by

                                       6
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which it or any of its  properties or assets is bound,  except for violations or
defaults  that  would  not,  individually  or in the  aggregate,  reasonably  be
expected to result in a Peakway Material Adverse Effect.

     SECTION 3.11.  Title to  Properties.  Except as set forth in the Disclosure
Letter,  Peakway and Peakway Subsidiaries do not own any real property.  Each of
Peakway and Peakway  Subsidiaries  has sufficient  title to, or valid  leasehold
interests  in,  all of its  properties  and  assets  used in the  conduct of its
businesses. All such assets and properties,  other than assets and properties in
which Peakway or any of Peakway Subsidiaries has leasehold  interests,  are free
and clear of all Liens other than those set forth in Peakway  Disclosure  Letter
and except for Liens  that,  in the  aggregate,  do not and will not  materially
interfere  with the  ability  of Peakway  and  Peakway  Subsidiaries  to conduct
business as currently conducted.

     SECTION 3.12. Intellectual Property.  Peakway and Peakway Subsidiaries own,
or are validly licensed or otherwise have the right to use, all patents,  patent
rights,  trademarks,  trademark rights, trade names, trade name rights,  service
marks,  service  mark  rights,  copyrights  and other  proprietary  intellectual
property  rights and computer  programs  (collectively,  "INTELLECTUAL  PROPERTY
RIGHTS")  which are  material  to the  conduct of the  business  of Peakway  and
Peakway  Subsidiaries taken as a whole. The Peakway Disclosure Letter sets forth
a  description  of all  Intellectual  Property  Rights which are material to the
conduct of the  business of Peakway and Peakway  Subsidiaries  taken as a whole.
There are no claims  pending or, to the  knowledge of Peakway,  threatened  that
Peakway or any of Peakway  Subsidiaries  is  infringing  or otherwise  adversely
affecting  the rights of any person  with  regard to any  Intellectual  Property
Right.  To the  knowledge  of  Peakway,  no person is  infringing  the rights of
Peakway or any of Peakway Subsidiaries with respect to any Intellectual Property
Right.

     SECTION  3.13.  Labor  Matters.  Except as set forth in Peakway  Disclosure
Letter,  there are no collective  bargaining or other labor union  agreements to
which Peakway or any of Peakway  Subsidiaries is a party or by which any of them
is bound.  No material labor dispute exists or, to the knowledge of Peakway,  is
imminent with respect to any of the employees of Peakway.

     SECTION  3.14.  Financial  Statements.  Prior to the Closing  Peakway  will
deliver  to the Pubco its  audited  consolidated  financial  statements  for the
quarter  ended June 30, 2009 and for the fiscal  years ended  December 31, 2008,
and 2007  (collectively,  the "PEAKWAY  FINANCIAL  STATEMENTS").  Upon delivery,
Peakway  Financial  Statements  will  have  been  prepared  in  accordance  with
generally  accepted   accounting   principles  applied  on  a  consistent  basis
throughout the periods indicated.  The Peakway Financial  Statements will fairly
present in all material  respects the financial  condition and operating results
of Peakway,  as of the dates, and for the periods,  indicated  therein.  Peakway
will not have any material liabilities or obligations,  contingent or otherwise,
other  than  (i)  liabilities  incurred  in  the  ordinary  course  of  business
subsequent  to December 31,  2008,  and (ii)  obligations  under  contracts  and
commitments  incurred in the ordinary  course of business and not required under
generally  accepted  accounting  principles to be reflected in Peakway Financial
Statements, which, in both cases, individually and in the aggregate would not be
reasonably expected to result in a Peakway Material Adverse Effect.

                                       7
<PAGE>
     SECTION 3.15.  Solvency.  Based on the financial condition of Peakway as of
the closing  date (and  assuming  that the  closing  shall have  occurred),  (i)
Peakway's  fair  saleable  value of its assets  exceeds  the amount that will be
required  to be paid on or in  respect  of  Peakway's  existing  debts and other
liabilities  (including  known  contingent  liabilities)  as they  mature,  (ii)
Peakway's  assets do not constitute  unreasonably  small capital to carry on its
business  for the  current  fiscal year as now  conducted  and as proposed to be
conducted including its capital needs taking into account the particular capital
requirements  of the  business  conducted  by  Peakway,  and  projected  capital
requirements and capital  availability  thereof, and (iii) the current cash flow
of  Peakway,  together  with the  proceeds  Peakway  would  receive,  were it to
liquidate all of its assets,  after taking into account all anticipated  uses of
the cash,  would be  sufficient  to pay all amounts on or in respect of its debt
when such  amounts  are  required to be paid.  Peakway  does not intend to incur
debts  beyond its ability to pay such debts as they mature  (taking into account
the timing and amounts of cash to be payable on or in respect of its debt).

     SECTION 3.16. No Additional Agreements. Peakway does not have any agreement
or  understanding   with  the  Stockholder  with  respect  to  the  transactions
contemplated by this Agreement other than as specified in this Agreement.

     SECTION 3.17.  Investment Company.  Peakway is not, and is not an affiliate
of, and immediately  following the Closing will not have become,  an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

     SECTION  3.18.  Disclosure.  All  disclosure  provided  to the  Stockholder
regarding  Peakway,  its  business  and the  transactions  contemplated  hereby,
furnished by or on behalf of Peakway (including  Peakway's  representations  and
warranties set forth in this  Agreement) are true and correct and do not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary  in  order  to make  the  statements  made  therein,  in  light of the
circumstances under which they were made, not misleading.

     SECTION 3.19. Absence of Certain Changes or Events.  Except as disclosed in
Peakway Financial Statements or in Peakway Disclosure Letter, from June 30, 2009
to the date of this  Agreement,  Peakway has  conducted its business only in the
ordinary course, and during such period there has not been:

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

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

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

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

                                       8
<PAGE>
          (e) any material change to a material Contract by which Peakway or any
     Peakway Subsidiary or any of its respective assets is bound or subject;

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

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

          (h) any  alteration of Peakway's  method of accounting or the identity
     of its auditors;

          (i) any  declaration or payment of dividend or distribution of cash or
     other property to Stockholders or any purchase, redemption or agreements to
     purchase or redeem any shares of Peakway Stock;

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

          (k) any arrangement or commitment by Peakway or any Peakway Subsidiary
     to do any of the things described in this Section 3.19.

     SECTION 3.20.  Compliance with PRC  Anti-Corruption  Laws. Neither Peakway,
nor any of its subsidiaries, nor, to Peakway's knowledge, any director, officer,
agent,  employee  or other  person  acting on behalf  of  Peakway  or any of its
subsidiaries has, in the course of its actions for, or on behalf of, Peakway (i)
used any corporate funds for any unlawful contribution,  gift,  entertainment or
other unlawful expenses relating to political activity;  (ii) made any direct or
indirect  unlawful  payment to any  foreign or domestic  government  official or
employee from corporate  funds;  (iii) violated or is in violation of applicable
PRC laws; or (iv) made any unlawful bribe,  rebate,  payoff,  influence payment,
kickback  or other  unlawful  payment  to any  foreign  or  domestic  government
official or employee.

                                   ARTICLE IV

                   Representations and Warranties of the Pubco

     The Pubco  represents  and warrants to the  Stockholder  and Peakway  that,
except as set  forth in the  reports,  schedules,  forms,  statements  and other
documents  filed by Pubco with the SEC and publicly  available prior to the date
of the Agreement (the "FILED PUBCO SEC DOCUMENTS") or in the letter,  which will
be delivered by the Pubco to Peakway and the Stockholder  concurrently  herewith
(the "PUBCO DISCLOSURE LETTER"):

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<PAGE>
     SECTION 4.01. Organization, Standing and Power. Pubco is duly incorporated,
validly  existing and in good  standing  under the laws of the State of Delaware
and has full  corporate  power and  authority  and  possesses  all  governmental
franchises,  licenses, permits, authorizations and approvals necessary to enable
it to own,  lease or otherwise hold its properties and assets and to conduct its
businesses  as  presently  conducted,  other  than  such  franchises,  licenses,
permits,  authorizations and approvals the lack of which, individually or in the
aggregate,  has not had and would not  reasonably be expected to have a material
adverse  effect on Pubco,  a material  adverse effect on the ability of Pubco to
perform  its  obligations  under this  Agreement  or on the  ability of Pubco to
consummate the Transactions (a "PUBCO MATERIAL ADVERSE  EFFECT").  Pubco is duly
qualified to do business in each  jurisdiction  where the nature of its business
or  their  ownership  or  leasing  of its  properties  make  such  qualification
necessary  and where the failure to so qualify  would  reasonably be expected to
have a Pubco Material  Adverse  Effect.  Pubco has delivered to Peakway true and
complete copies of the certificate of  incorporation of Pubco, as amended to the
date of this Agreement (as so amended,  the "PUBCO CHARTER"),  and the Bylaws of
Pubco,  as  amended to the date of this  Agreement  (as so  amended,  the "PUBCO
Bylaws").

     SECTION 4.02. Subsidiaries;  Equity Interests. Pubco does not own, directly
or indirectly,  any capital stock,  membership interest,  partnership  interest,
joint venture interest or other equity interest in any person.

     SECTION 4.03. Capital Structure.  The authorized capital stock of the Pubco
consists of Seventy-Five  Million (75,000,000) shares of Pubco Common Stock, par
value $0.0001 per share.  As of the date hereof,  (i) 4,500,000  shares of Pubco
Common Stock are issued and outstanding. Except as set forth above, no shares of
capital  stock or other voting  securities  of Pubco were  issued,  reserved for
issuance or outstanding.  All  outstanding  shares of the capital stock of Pubco
are,  and all such  shares  that may be issued  prior to the date hereof will be
when issued, duly authorized,  validly issued,  fully paid and nonassessable and
not subject to or issued in violation of any purchase option, call option, right
of first  refusal,  preemptive  right,  subscription  right or any similar right
under any provision of the General Corporation Law of the State of Delaware, the
Pubco  Charter,  the Pubco  Bylaws or any  Contract to which Pubco is a party or
otherwise  bound.  There  are  not  any  bonds,   debentures,   notes  or  other
indebtedness  of  Pubco  having  the  right  to vote (or  convertible  into,  or
exchangeable  for,  securities having the right to vote) on any matters on which
holders of Pubco  Common Stock may vote  ("VOTING  PUBCO  DEBT").  Except as set
forth  above,  as of the  date of this  Agreement,  there  are not any  options,
warrants,  rights,  convertible  or  exchangeable  securities,  "phantom"  stock
rights, stock appreciation rights,  stock-based performance units,  commitments,
Contracts, arrangements or undertakings of any kind to which Pubco is a party or
by which it is bound (i) obligating Pubco to issue, deliver or sell, or cause to
be issued, delivered or sold, additional shares of capital stock or other equity
interests in, or any security  convertible  or exercisable  for or  exchangeable
into any capital stock of or other equity interest in, Pubco or any Voting Pubco
Debt,  (ii)  obligating  Pubco to issue,  grant,  extend or enter  into any such
option,  warrant, call, right, security,  commitment,  Contract,  arrangement or
undertaking  or (iii) that give any person  the right to  receive  any  economic
benefit or right  similar to or derived  from the  economic  benefits and rights
occurring to holders of the capital  stock of the Pubco.  As of the date of this
Agreement,  there are not any  outstanding  contractual  obligations of Pubco to
repurchase,  redeem or otherwise  acquire any shares of capital  stock of Pubco.
Except as set forth in Schedule  4.03, the Pubco is not a party to any agreement

                                       10
<PAGE>
granting  any  securityholder  of the  Pubco  the  right to cause  the  Pubco to
register  shares of the capital  stock or other  securities of the Pubco held by
such  securityholder  under  the  Securities  Act.  The  stockholder  list to be
provided at closing to Peakway shall be a current  shareholder list generated by
its stock  transfer  agent,  and such list shall  accurately  reflect all of the
issued and outstanding shares of the Pubco's Common Stock.

     SECTION  4.04.  Authority;  Execution  and  Delivery;  Enforceability.  The
execution and delivery by the Pubco of this  Agreement and the  consummation  by
the Pubco of the  Transactions  have been duly  authorized  and  approved by the
Board of Directors of the Pubco and no other  corporate  proceedings on the part
of the  Pubco,  except  for  the  filing  of a  Certificate  of  Completion  (as
hereinafter  defined),  are  necessary  to  authorize  this  Agreement  and  the
Transactions.  This Agreement  constitutes a legal, valid and binding obligation
of the Pubco, enforceable against the Pubco in accordance with the terms hereof.

     SECTION 4.05. No Conflicts; Consents.

     (a) Except as set forth in the Pubco Disclosure  Letter,  the execution and
delivery  by  Pubco  of  this  Agreement,  does  not,  and the  consummation  of
Transactions and compliance with the terms hereof and thereof will not, conflict
with, or result in any violation of or default (with or without  notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration  of any obligation or to loss of a material  benefit  under,  or to
increased,  additional,  accelerated or guaranteed rights or entitlements of any
person under,  or result in the creation of any Lien upon any of the  properties
or assets of Pubco under,  any  provision of (i) Pubco  Charter or Pubco Bylaws,
(ii) any  material  Contract  to which  Pubco is a party or by which  any of its
properties  or assets is bound or (iii) subject to the filings and other matters
referred to in Section 4.05(b), any material Judgment or material Law applicable
to Pubco or its  properties  or assets,  other than, in the case of clauses (ii)
and (iii) above, any such items that, individually or in the aggregate, have not
had and  would not  reasonably  be  expected  to have a Pubco  Material  Adverse
Effect.

     (b) No Consent of, or  registration,  declaration or filing with, or permit
from,  any  Governmental  Entity is  required  to be obtained or made by or with
respect to Pubco in connection  with the execution,  delivery and performance of
this Agreement or the consummation of the  Transactions,  other than the filings
under  state  "blue  sky"  laws,  as may be  required  in  connection  with this
Agreement and the Transactions.

     SECTION 4.06. SEC Documents; Undisclosed Liabilities.

     (a) Pubco has filed all reports,  schedules,  forms,  statements  and other
documents  required  to  be  filed  by  Pubco  with  the  SEC  (the  "PUBCO  SEC
DOCUMENTS").

     (b) As of its respective  filing date, each Pubco SEC Document  complied in
all material  respects with the  requirements  of the Exchange Act and the rules
and regulations of the SEC promulgated  thereunder  applicable to such Pubco SEC
Document, and did not contain any untrue statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not  misleading.  Except to the extent that  information  contained in any

                                       11
<PAGE>
Pubco SEC  Document has been  revised or  superseded  by a later filed Pubco SEC
Document,  none of the Pubco SEC  Documents  contains any untrue  statement of a
material fact or omits to state any material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which they were made,  not  misleading.  The  consolidated
financial  statements of Pubco included in the Pubco SEC Documents  comply as to
form in all material  respects with applicable  accounting  requirements and the
published  rules and  regulations  of the SEC with  respect  thereto,  have been
prepared in accordance with the U.S.  generally accepted  accounting  principals
("GAAP") (except, in the case of unaudited statements, as permitted by the rules
and  regulations  of the SEC) applied on a  consistent  basis during the periods
involved  (except as may be indicated in the notes  thereto) and fairly  present
the consolidated  financial position of Pubco and its consolidated  subsidiaries
as of the dates thereof and the  consolidated  results of their  operations  and
cash flows for the periods shown (subject,  in the case of unaudited statements,
to normal year-end audit adjustments).

     (c)  Except  as set forth in the Filed  Pubco SEC  Documents,  Pubco has no
liabilities or obligations of any nature (whether accrued, absolute,  contingent
or otherwise) required by GAAP to be set forth on a balance sheet of Pubco or in
the notes  thereto.  The Pubco  Disclosure  Letter sets forth all  financial and
contractual  obligations  and  liabilities  (including any  obligations to issue
capital stock or other securities of the Pubco) due after the date hereof. As of
the date  hereof the Pubco has total  liabilities  of less than  $1,000,  all of
which  liabilities  shall be paid off at or prior to the Closing and shall in no
event remain liabilities of the Pubco, Peakway or the Stockholder  following the
Closing.

     SECTION 4.07. Absence of Certain Changes or Events.  Except as disclosed in
the Filed Pubco SEC Documents or in the Pubco Disclosure  Letter,  from the date
of the most recent audited financial  statements included in the Filed Pubco SEC
Documents to the date of this  Agreement,  Pubco has conducted its business only
in the ordinary course, and during such period there has not been:

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

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

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

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

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

                                       12
<PAGE>
          (f) any material change in any  compensation  arrangement or agreement
     with any employee, officer, director or stockholder;

          (g) any resignation or termination of employment of any officer of the
     Pubco;

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

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

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

          (k) any alteration of the Pubco's method of accounting or the identity
     of its auditors;

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

          (m) any arrangement or commitment by the Pubco to do any of the things
     described in this Section 4.07.

     SECTION 4.08. Taxes.

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

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

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

                                       13
<PAGE>
     SECTION  4.09.  Absence of Changes in Benefit  Plans.  From the date of the
most  recent  audited  financial  statements  included  in the  Filed  Pubco SEC
Documents  to the date of this  Agreement,  there has not been any  adoption  or
amendment  in  any  material  respect  by  Pubco  of any  collective  bargaining
agreement  or  any  bonus,  pension,  profit  sharing,   deferred  compensation,
incentive compensation,  stock ownership,  stock purchase, stock option, phantom
stock,   retirement,    vacation,   severance,    disability,   death   benefit,
hospitalization, medical or other plan, arrangement or understanding (whether or
not legally  binding)  providing  benefits  to any  current or former  employee,
officer or director of Pubco  (collectively,  "PUBCO BENEFIT PLANS").  As of the
date  of  this   Agreement   there   are   not   any   employment,   consulting,
indemnification, severance or termination agreements or arrangements between the
Pubco and any current or former employee,  officer or director of the Pubco, nor
does the Pubco have any general severance plan or policy.

     SECTION 4.10. ERISA Compliance;  Excess Parachute Payments.  The Pubco does
not,  and since its  inception  never has,  maintained,  or  contributed  to any
"employee  pension  benefit  plans"  (as  defined  in  Section  3(2) of  ERISA),
"employee  welfare  benefit  plans" (as defined in Section 3(1) of ERISA) or any
other Pubco  Benefit  Plan for the  benefit of any current or former  employees,
consultants, officers or directors of Pubco.

     SECTION 4.11. Litigation. There is no Action which (i) adversely affects or
challenges the legality,  validity or enforceability of any of this Agreement or
the Shares or (ii) could, if there were an unfavorable decision, individually or
in the  aggregate,  have or reasonably be expected to result in a Pubco Material
Adverse  Effect.  Neither  the Pubco nor any  subsidiary,  nor any  director  or
officer  thereof (in his or her capacity as such), is or has been the subject of
any Action involving a claim or violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty.

     SECTION 4.12.  Compliance with Applicable Laws. Pubco is in compliance with
all applicable Laws,  including those relating to occupational health and safety
and the environment,  except for instances of noncompliance  that,  individually
and in the aggregate,  have not had and would not reasonably be expected to have
a Pubco  Material  Adverse  Effect.  Except as set forth in the Filed  Pubco SEC
Documents or in the Pubco Disclosure Letter,  Pubco has not received any written
communication  during the past two years from a Governmental Entity that alleges
that Pubco is not in compliance in any material respect with any applicable Law.
The Pubco is in compliance with all effective requirements of the Sarbanes-Oxley
Act of 2002,  as amended,  and the rules and  regulations  thereunder,  that are
applicable to it, except where such  noncompliance  could not have or reasonably
be expected to result in a Pubco Material Adverse Effect. This Section 4.12 does
not relate to matters  with  respect to Taxes,  which are the subject of Section
4.08.

     SECTION  4.13.  Contracts.  Except  as  disclosed  in the  Pubco  Filed SEC
Documents, there are no Contracts that are material to the business, properties,
assets,  condition (financial or otherwise),  results of operations or prospects
of the Pubco taken as a whole.  Pubco is not in violation of or in default under
(nor does there exist any condition which upon the passage of time or the giving
of notice  would cause such a  violation  of or default  under) any  Contract to
which it is a party or by which it or any of its  properties or assets is bound,

                                       14
<PAGE>
except  for  violations  or  defaults  that would  not,  individually  or in the
aggregate, reasonably be expected to result in a Pubco Material Adverse Effect.

     SECTION  4.14.  Title to  Properties.  Pubco  has good  title  to, or valid
leasehold  interests in, all of its properties and assets used in the conduct of
its businesses. All such assets and properties, other than assets and properties
in which  the  Pubco has  leasehold  interests,  are free and clear of all Liens
other than those set forth in the Pubco  Disclosure  Letter and except for Liens
that,  in the  aggregate,  do not and will  not  materially  interfere  with the
ability of the Pubco to  conduct  business  as  currently  conducted.  Pubco has
complied in all material respects with the terms of all material leases to which
it is a party and under  which it is in  occupancy,  and all such  leases are in
full force and effect.  Pubco enjoys peaceful and undisturbed  possession  under
all such material leases.

     SECTION 4.15. Intellectual Property.  Pubco owns, or is validly licensed or
otherwise  has the right to use,  all  Intellectual  Property  Rights  which are
material to the conduct of the business of the Pubco taken as a whole. The Pubco
Disclosure  Letter sets forth a description of all Intellectual  Property Rights
which are material to the conduct of the business of the Pubco taken as a whole.
Except as set forth in the Pubco Disclosure  Letter no claims are pending or, to
the knowledge of the Pubco, threatened that the Pubco is infringing or otherwise
adversely  affecting  the rights of any person with  regard to any  Intellectual
Property  Right.  To the  knowledge of the Pubco,  no person is  infringing  the
rights of the Pubco with respect to any Intellectual Property Right.

     SECTION 4.16.  Labor Matters.  There are no collective  bargaining or other
labor union agreements to which the Pubco is a party or by which it is bound. No
material  labor dispute  exists or, to the  knowledge of the Pubco,  is imminent
with respect to any of the employees of the Pubco.

     SECTION 4.17.  Market Makers.  The Pubco has at least two market makers for
its common  shares and such market makers have obtained all permits and made all
filings  necessary in order for such market  makers to continue as market makers
of the Pubco.

     SECTION 4.18.  Transactions  With  Affiliates and Employees.  Except as set
forth in the Filed Pubco SEC Documents and Pubco Disclosure Letter,  none of the
officers or directors of the Pubco and, to the  knowledge of the Pubco,  none of
the  employees  of the Pubco is  presently a party to any  transaction  with the
Pubco or any  subsidiary  (other than for  services as  employees,  officers and
directors), including any contract, agreement or other arrangement providing for
the  furnishing  of services to or by,  providing for rental of real or personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such employee or, to the knowledge of the Pubco, any entity in which
any officer,  director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

     SECTION 4.19. Internal Accounting Controls. The Pubco maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to maintain  asset  accountability,  (iii) access to

                                       15
<PAGE>
assets is permitted  only in accordance  with  management's  general or specific
authorization,  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.  The Pubco has established  disclosure  controls and
procedures for the Pubco and designed such disclosure controls and procedures to
ensure  that  material  information  relating  to the Pubco is made known to the
officers by others within those  entities.  The Pubco's  officers have evaluated
the  effectiveness of the Pubco's controls and procedures.  Since June 30, 2009,
there have been no significant  changes in the Pubco's internal  controls or, to
the Pubco's  knowledge,  in other  factors that could  significantly  affect the
Pubco's internal controls.

     SECTION 4.20. Solvency. Based on the financial condition of the Pubco as of
the closing date (and assuming that the closing  shall have  occurred),  (i) the
Pubco's  fair  saleable  value of its assets  exceeds  the  amount  that will be
required  to be paid on or in respect of the  Pubco's  existing  debts and other
liabilities  (including known contingent  liabilities) as they mature,  (ii) the
Pubco's  assets do not  constitute  unreasonably  small  capital to carry on its
business  for the  current  fiscal year as now  conducted  and as proposed to be
conducted including its capital needs taking into account the particular capital
requirements  of the business  conducted  by the Pubco,  and  projected  capital
requirements and capital  availability  thereof, and (iii) the current cash flow
of the Pubco,  together  with the proceeds the Pubco would  receive,  were it to
liquidate all of its assets,  after taking into account all anticipated  uses of
the cash,  would be  sufficient  to pay all amounts on or in respect of its debt
when such  amounts are  required to be paid.  The Pubco does not intend to incur
debts  beyond its ability to pay such debts as they mature  (taking into account
the timing and amounts of cash to be payable on or in respect of its debt).

     SECTION 4.21. Application of Takeover Protections.  The Pubco has taken all
necessary  action,  if any, in order to render  inapplicable  any control  share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar  anti-takeover  provision under the Pubco's
charter  documents  or the laws of its state of  incorporation  that is or could
become  applicable to the  Stockholder  as a result of the  Stockholder  and the
Pubco  fulfilling  their  obligations  or  exercising  their  rights  under this
Agreement,  including,  without  limitation,  the issuance of the Shares and the
Stockholder's ownership of the Shares.

     SECTION  4.22.  No  Additional  Agreements.  The  Pubco  does  not have any
agreement or understanding with the Stockholder with respect to the transactions
contemplated by this Agreement other than as specified in this Agreement.

     SECTION 4.23. Investment Company. The Pubco is not, and is not an affiliate
of, and immediately  following the Closing will not have become,  an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

     SECTION  4.24.  Disclosure.  All  disclosure  provided  to the  Stockholder
regarding  the Pubco,  its business and the  transactions  contemplated  hereby,
furnished by or on behalf of the Pubco  (including  the Pubco's  representations
and  warranties  set forth in this  Agreement)  are true and  correct and do not
contain any untrue  statement  of a material  fact or omit to state any material

                                       16
<PAGE>
fact  necessary in order to make the  statements  made therein,  in light of the
circumstances under which they were made, not misleading.

     SECTION  4.25.  Certain  Registration  Matters.  Except as specified in the
Pubco Disclosure Letter and Filed Pubco SEC Documents, the Pubco has not granted
or agreed to grant to any person any rights (including "piggy-back" registration
rights) to have any securities of the Pubco registered with the SEC or any other
governmental  authority that have not been satisfied.  SECTION 4.26. Listing and
Maintenance  Requirements.  The Pubco is, and has no reason to  believe  that it
will not in the  foreseeable  future  continue  to be,  in  compliance  with the
listing and maintenance requirements for continued listing of the Pubco Stock on
the trading market on which the Pubco Stock are currently listed or quoted.  The
issuance and sale of the Shares under this  Agreement  does not  contravene  the
rules and  regulations  of the  trading  market  on which  the  Pubco  Stock are
currently listed or quoted,  and no approval of the stockholders of the Pubco is
required  for the Pubco to issue  and  deliver  to the  Stockholder  the  Shares
contemplated by this Agreement.

     SECTION  4.26.  No  Undisclosed   Events,   Liabilities,   Developments  or
Circumstances. No event, liability,  development or circumstance has occurred or
exists,  or is contemplated to occur with respect to the Pubco, its subsidiaries
or their respective  business,  properties,  prospects,  operations or financial
condition,  that would be required to be disclosed by the Pubco under applicable
securities  laws on a  registration  statement  on Form S-1  filed  with the SEC
relating to an issuance  and sale by the Pubco of its Common Stock and which has
not been publicly announced.

     SECTION 4.27. Foreign Corrupt Practices.  Neither the Pubco, nor any of its
subsidiaries,  nor, to the Pubco's  knowledge,  any  director,  officer,  agent,
employee  or  other  person  acting  on  behalf  of  the  Pubco  or  any  of its
subsidiaries  has, in the course of its actions  for, or on behalf of, the Pubco
(i) used any corporate funds for any unlawful contribution,  gift, entertainment
or other unlawful expenses relating to political activity;  (ii) made any direct
or indirect unlawful payment to any foreign or domestic  government  official or
employee  from  corporate  funds;  (iii)  violated  or is in  violation  of  any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv)
made any unlawful bribe, rebate,  payoff,  influence payment,  kickback or other
unlawful payment to any foreign or domestic government official or employee.

                                   ARTICLE V

                                   Deliveries

     SECTION 5.01. Deliveries of the Stockholder.

     (a)  Concurrently  herewith the Stockholder is delivering to the Pubco this
Agreement executed by the Stockholder.

     (b) On Closing date, the Stockholder shall deliver to the Pubco:

          (i)  certificates representing its Peakway Stock; and

                                       17
<PAGE>
          (ii) duly executed  instruments of transfer by the  Stockholder of its
               Peakway Stock to the Pubco.

     SECTION 5.02. Deliveries of the Pubco.

     (a) Concurrently herewith, the Pubco is delivering:

          (i)  to the  Stockholder  and to  Peakway,  a copy of  this  Agreement
               executed by Pubco;

          (ii) to Peakway, a certificate from the Pubco, signed by its Secretary
               or Assistant Secretary certifying that the attached copies of the
               Pubco  Charter,  Pubco  Bylaws  and  resolutions  of the Board of
               Directors  of  the  Pubco   approving   the   Agreement  and  the
               Transactions,  are all true,  complete  and correct and remain in
               full force and effect;

     (b) At or prior to the Closing, the Pubco shall deliver:

          (i)  to Peakway,  a letter of  resignation of Chen Yi from all offices
               he holds with the Pubco  effective  upon the Closing and from his
               position as a director of the Pubco; and

          (ii) to Peakway, evidence of the election (A) of five directors to the
               board of directors of the Pubco and (B) of the executive officers
               of Peakway as executive  officers of the Pubco effective upon the
               Closing.

     (c) On Closing date, the Pubco shall deliver:

     to the Stockholder, certificates representing the new shares of Pubco Stock
     issued to the Stockholder as set forth on Exhibit A.

     SECTION 5.03. Deliveries of Peakway.

     Concurrently  herewith,  Peakway is delivering to the Pubco this  Agreement
executed by Peakway

                                   ARTICLE VI

                              Conditions to Closing

     SECTION 6.01. Stockholder and Peakway Conditions Precedent. The obligations
of the  Stockholder  and  Peakway  to enter  into and  complete  the  Closing is
subject,  at the option of the Stockholder and Peakway, to the fulfillment on or
prior to the Closing Date of the following conditions:

                                       18
<PAGE>
     (a)  Representations  and Covenants.  The representations and warranties of
the Pubco contained in this Agreement shall be true in all material  respects on
and as of the Closing  Date with the same force and effect as though made on and
as of the Closing  Date.  The Pubco  shall have  performed  and  complied in all
material  respects with all covenants and agreements  required by this Agreement
to be performed or complied with by the Pubco on or prior to the Closing Date.

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

     (c) No Material  Adverse Change.  There shall not have been any occurrence,
event,  incident,  action,  failure to act, or  transaction  since June 30, 2009
which has had or is reasonably likely to cause a Pubco Material Adverse Effect.

     (d) Post-Closing  Capitalization.  At, and immediately  after, the Closing,
the authorized  capitalization,  and the number of issued and outstanding shares
of the capital  stock of Peakway and the Pubco,  on a  fully-diluted  basis,  as
indicated  on a  schedule  to be  delivered  by the  Parties  at or prior to the
Closing,  shall be  acceptable  to the  Stockholder  in its  sole  and  absolute
discretion.

     (e) SEC Reports. The Pubco shall have filed all reports and other documents
required to be filed by Pubco under the U.S. federal securities laws through the
Closing Date.

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

     (g)  Deliveries.  The deliveries  specified in Section 5.02 shall have been
made by the Pubco.

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

     (i) Satisfactory  Completion of Due Diligence.  Peakway and the Stockholder
shall have completed  their legal,  accounting and business due diligence of the
Pubco  and  the  results  thereof  shall  be  satisfactory  to  Peakway  and the
Stockholder in their sole and absolute discretion.

                                       19
<PAGE>
     (j)  Delivery of PRC Legal  Opinion.  Pubco shall have  received an opinion
from Peakway's legal counsel in the People's Republic of China that confirms the
legality under Chinese law in connection with the Transactions.

     SECTION 6.02. Pubco Conditions  Precedent.  The obligations of the Pubco to
enter into and complete the Closing is subject,  at the option of the Pubco,  to
the fulfillment on or prior to the Closing Date of the following conditions, any
one or more of which may be waived by the Pubco in writing.

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

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

     (c) No Material  Adverse Change.  There shall not have been any occurrence,
event,  incident,  action,  failure to act, or  transaction  since June 30, 2009
which  has had or is  reasonably  likely  to cause a  Peakway  Material  Adverse
Effect.

     (d) Deliveries.  The deliveries  specified in Section 5.01 and Section 5.03
shall have been made by the Stockholder and Peakway, respectively.

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

                                  ARTICLE VII

                                    Covenants

     SECTION  7.01.  Blue Sky Laws.  Pubco  shall  take any action  (other  than
qualifying  to do  business  in any  jurisdiction  in  which  it is  not  now so

                                       20
<PAGE>
qualified)  required to be taken under any applicable  state  securities laws in
connection with the issuance of Pubco Stock in connection with this Agreement.

     SECTION  7.02.  Fees  and  Expenses.  All  fees and  expenses  incurred  in
connection with this Agreement shall be paid by the Party incurring such fees or
expenses, whether or not this Agreement is consummated.

     SECTION  7.03.  Continued  Efforts.   Each  Party  shall  use  commercially
reasonable efforts to (a) take all action reasonably necessary to consummate the
Transactions,  and (b) take such steps and do such acts as may be  necessary  to
keep  all of its  representations  and  warranties  true and  correct  as of the
Closing  Date  with the same  effect  as if the  same  had been  made,  and this
Agreement had been dated, as of the Closing Date.

     SECTION 7.04.  Conduct of Business.  During the period from the date hereof
through the Closing  Date,  Pubco and  Peakway  shall carry on their  respective
businesses in the ordinary and usual course consistent with past practice.

     SECTION 7.05.  Exclusivity.  The Pubco shall not (i) solicit,  initiate, or
encourage the  submission  of any proposal or offer from any person  relating to
the acquisition of any capital stock or other voting securities of the Pubco, or
any  assets of the Pubco  (including  any  acquisition  structured  as a merger,
consolidation,  share exchange or other business combination),  (ii) participate
in any  discussions or  negotiations  regarding,  furnish any  information  with
respect to,  assist or  participate  in, or  facilitate  in any other manner any
effort or  attempt by any  person to do or seek any of the  foregoing,  or (iii)
take any other action that is inconsistent  with the  Transactions  and that has
the effect of avoiding the Closing  contemplated  hereby. The Pubco shall notify
Peakway immediately if any person makes any proposal, offer, inquiry, or contact
with respect to any of the foregoing.

     SECTION 7.06.  Filing of 8-K. As soon as practicable  following the Closing
Date,  Peakway shall provide the Pubco and the  Stockholder  with a draft of the
current  report on Form 8-K that is  reasonably  acceptable to the Pubco and the
Stockholder that the Pubco shall file,  within four business days of the Closing
Date and attaching as exhibits all relevant  agreements  with the SEC disclosing
the  terms of this  Agreement  and  other  requisite  disclosure  regarding  the
Transactions  and  including  the  requisite  audited   consolidated   financial
statements of Peakway.

     SECTION 7.07. Access. Each Party shall permit representatives of each other
Party to have full access to all premises, properties, personnel, books, records
(including  Tax  records),  contracts,  and  documents of or  pertaining to such
Party.

     SECTION 7.08.  Preservation  of Business.  From the date of this  Agreement
until the Closing Date,  each of Peakway and the Pubco shall operate only in the
ordinary and usual course of business  consistent with past practice  (provided,
however,  that Pubco shall not issue any  securities  without the prior  written
consent of Peakway), and shall use reasonable commercial efforts to (a) preserve
intact its  respective  business  organization,  (b)  preserve the good will and
advantageous relationships with customers,  suppliers,  independent contractors,
employees  and  other  Persons  material  to the  operation  of  its  respective
business, and (c) not permit any action or omission which would cause any of its

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<PAGE>
respective  representations or warranties  contained herein to become inaccurate
or any of its respective covenants to be breached in any material respect.

                                  ARTICLE VIII

                                  Miscellaneous

SECTION  8.01.  Notices.  All  notices,  requests,  claims,  demands  and  other
communications  under this  Agreement  shall be in  writing  and shall be deemed
given upon receipt by the Parties at the  following  addresses (or at such other
address for a Party as shall be specified by like notice):

     If to the Pubco, to:

     Room 42, 4th Floor, New Henry House,
     10 Ice Street, Central, Hong Kong
     Tel: 00852 2810 7822
     Fax: 00852 2845 0504
     Attn: Yi Chen

     If to Peakway, to:

     No. 78 Kanglong East Road, Yangdaili,  Chendai Township,  Jinjiang
     City, Fujian Province, P. R. China
     Tel: (86 595) 8677 0999
     Fax: (86 595) 8677 5388
     Attn: Haiting Li

     If to the Stockholder, to:

     Room 42, 4th Floor, New Henry House, 10 Ice Street, Central, Hong Kong
     Tel: (852) 2810 7822
     Fax: (852) 2845 0504
     Attn: Haiting Li

     with a copy to:

     King & Wood
     40th Floor, Office Tower A, Beijing Fortune Plaza 7 Dongsanhuan Zhonglu,
     Chaoyang District Beijing 100020, China.
     Attention: Charles Law
     Tel: 8610-58785372
     Fax:8610-58785566

                                       22
<PAGE>
     SECTION  8.02.  Amendments;   Waivers;  No  Additional  Consideration.   No
provision  of this  Agreement  may be  waived  or  amended  except  in a written
instrument  signed by Peakway,  Pubco and the Stockholder  holding a majority of
the Shares. No waiver of any default with respect to any provision, condition or
requirement of this Agreement  shall be deemed to be a continuing  waiver in the
future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either Party
to exercise any right  hereunder  in any manner  impair the exercise of any such
right. No consideration  shall be offered or paid to the Stockholder to amend or
consent to a waiver or modification of any provision of any transaction document
unless the same  consideration is also offered to all Stockholders who then hold
Shares.

     SECTION 8.03. Termination.

     (a) Termination of Agreement.

     Peakway,  the  Stockholder  and the Pubco may terminate  this  Agreement by
mutual written consent at any time prior to the Closing;

     (b) Effect of Termination.  If any Party terminates this Agreement pursuant
to Section 8.03(a) above,  all rights and  obligations of the Parties  hereunder
shall  terminate  without  any  Liability  of any  Party to any  other  Party to
consummate   its   obligations   hereunder  or  to  complete  the   transactions
contemplated  by this  Agreement,  except for any Liability of any Party then in
breach.

     SECTION  8.04.  Power  of  Attorney.  The  Stockholder  hereby  irrevocably
constitutes and appoints Peakway and any officer or agent of Peakway,  with full
power of  substitution,  as its  true and  lawful  attorneys-in-fact  with  full
irrevocable  power and authority in the place and stead of the Stockholder or in
Peakway's own name, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate  action and to execute any and all documents and
instruments  that may be necessary or useful to accomplish  the purposes of this
Agreement and,  without  limiting the generality of the foregoing,  hereby gives
said attorneys the power and right, on behalf of the Stockholder, without notice
to or assent by the  Stockholder  to transfer any future shares  acquired by the
Stockholder  and any  purchase  option,  call  option,  right of first  refusal,
preemptive  right,  subscription  right  or any  similar  right  granted  to the
Stockholder relating to transactions on or before the date hereof.

     SECTION 8.05.  Replacement of Securities.  If any certificate or instrument
evidencing any Shares is mutilated,  lost, stolen or destroyed,  the Pubco shall
issue  or  cause  to be  issued  in  exchange  and  substitution  for  and  upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument,  but only upon receipt of evidence reasonably satisfactory to the
Pubco of such loss, theft or destruction and customary and reasonable indemnity,
if requested.  The  applicants for a new  certificate  or instrument  under such
circumstances  shall also pay any reasonable  third-party  costs associated with
the  issuance  of such  replacement  Shares.  If a  replacement  certificate  or
instrument  evidencing any Shares is requested due to a mutilation thereof,  the
Pubco may require  delivery of such  mutilated  certificate  or  instrument as a
condition precedent to any issuance of a replacement.

                                       23
<PAGE>
     SECTION  8.06.  Remedies.  In  addition to being  entitled to exercise  all
rights provided  herein or granted by law,  including  recovery of damages,  the
Stockholder,  Pubco and Peakway will be entitled to specific  performance  under
this  Agreement.  The Parties  agree that  monetary  damages may not be adequate
compensation  for any loss  incurred  by  reason of any  breach  of  obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific  performance  of any such  obligation  the defense that a remedy at law
would be adequate.

     SECTION 8.07.  Independent Nature of Stockholders'  Obligations and Rights.
The  obligations  of each  Stockholder  under this Agreement are several and not
joint with the obligations of any other Stockholder, and no Stockholder shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Stockholder  under this Agreement.  The decision of each  Stockholder to acquire
Shares   pursuant  to  this   Agreement  has  been  made  by  such   Stockholder
independently of any other Stockholder.  Nothing contained herein, and no action
taken by any  Stockholder  pursuant  hereto,  shall be deemed to constitute  the
Stockholder as a partnership,  an association, a joint venture or any other kind
of entity, or create a presumption that the Stockholder are in any way acting in
concert  or as a group  with  respect to such  obligations  or the  transactions
contemplated herein. Each Stockholder acknowledges that no other Stockholder has
acted as agent for such  Stockholder  in connection  with making its  investment
hereunder and that no Stockholder will be acting as agent of such Stockholder in
connection  with monitoring its investment in the Shares or enforcing its rights
under this  Agreement.  Each  Stockholder  shall be  entitled  to  independently
protect and enforce its rights,  including without limitation the rights arising
out of this Agreement,  and it shall not be necessary for any other  Stockholder
to be joined as an additional party in any proceeding for such purpose.  Each of
Peakway and Pubco  acknowledge  that the Stockholder has been provided with this
same  Agreement  for  the  purpose  of  closing  a  transaction   with  multiple
Stockholders  and not  because  it was  required  or  requested  to do so by any
Stockholder.

     SECTION 8.08. Limitation of Liability.  Notwithstanding  anything herein to
the  contrary,  each of the Pubco and  Peakway  acknowledge  and agree  that the
liability of a Stockholder arising directly or indirectly, under any transaction
document of any and every nature whatsoever shall be satisfied solely out of the
assets of such  Stockholder,  and that no  trustee,  officer,  other  investment
vehicle or any other affiliate of such Stockholder or any investor,  shareholder
or  holder  of  shares  of  beneficial  interest  of such  Stockholder  shall be
personally liable for any liabilities of such Stockholder.

     SECTION 8.09. Interpretation. When a reference is made in this Agreement to
a  Section,  such  reference  shall be to a  Section  of this  Agreement  unless
otherwise indicated. Whenever the words "include", "includes" or "including" are
used in this  Agreement,  they  shall be  deemed  to be  followed  by the  words
"without limitation".

     SECTION  8.10.  Severability.  If any  term  or  other  provision  of  this
Agreement is invalid, illegal or incapable of being enforced by any rule or Law,
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the Transactions  contemplated hereby is not affected in any manner
materially  adverse to any Party. Upon such determination that any term or other
provision is invalid,  illegal or incapable of being enforced, the Parties shall

                                       24
<PAGE>
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the Parties as closely as possible in an acceptable  manner to the end
that Transactions contemplated hereby are fulfilled to the extent possible.

     SECTION 8.11.  Counterparts;  Facsimile  Execution.  This  Agreement may be
executed in one or more  counterparts,  all of which shall be considered one and
the same agreement and shall become effective when one or more counterparts have
been signed by each of the Parties and delivered to the other Parties. Facsimile
execution  and delivery of this  Agreement  is legal,  valid and binding for all
purposes.

     SECTION 8.12. Entire Agreement; Third Party Beneficiaries.  This Agreement,
taken together with Peakway  Disclosure Letter and the Pubco Disclosure  Letter,
(a)  constitute  the entire  agreement,  and supersede all prior  agreements and
understandings,  both  written and oral,  among the Parties  with respect to the
Transactions  and (b) are not  intended to confer upon any person other than the
Parties any rights or remedies.

     SECTION  8.13.  Governing  Law.  This  Agreement  shall be governed by, and
construed in accordance  with, the laws of the State of Delaware,  regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof. Each of the parties hereto agrees (a) that this Agreement involves
at least  $100,000.00,  and (b) that this Agreement has been entered into by the
parties hereto in express  reliance upon 6 Del. C. ss. 2708. Each of the parties
hereto hereby  irrevocably and  unconditionally  agrees (i) that it is and shall
continue  to be  subject  to the  jurisdiction  of the  courts  of the  State of
Delaware and of the federal courts sitting in the State of Delaware, and (ii)(A)
to the extent that such party is not otherwise  subject to service of process in
the State of Delaware, to appoint and maintain an agent in the State of Delaware
as such  party's  agent for  acceptance  of legal  process  and notify the other
parties  hereto of the name and  address of such  agent,  and (B) to the fullest
extent  permitted by law, that service of process may also be made on such party
by prepaid  certified mail with a proof of mailing receipt validated by the U.S.
Postal Service constituting  evidence of valid service, and that, to the fullest
extent  permitted by  applicable  law,  service made  pursuant to (ii)(A) or (B)
above  shall have the same legal  force and effect as if served  upon such party
personally within the State of Delaware.

     SECTION 8.14.  Assignment.  To the fullest extent permitted by law, neither
this  Agreement  nor any of the  rights,  interests  or  obligations  under this
Agreement  shall  be  assigned,  in whole or in  part,  by  operation  of law or
otherwise by any of the Parties  without the prior written  consent of the other
Parties. Any purported assignment without such consent shall be void. Subject to
the preceding  sentences,  this  Agreement  will be binding  upon,  inure to the
benefit of, and be enforceable by, the Parties and their  respective  successors
and assigns.


                            [Signature Page Follows]

                                       25
<PAGE>
     The  Parties  hereto  have  executed  and  delivered  this  Share  Exchange
Agreement as of the date first above written.

The Pubco:
                                           WOLLEMI MINING CORP.


                                           By: /s/ Chen Yi
                                              ----------------------------------
                                           Name:  Chen Yi
                                           Title: President

Peakway:
                                           PEAKWAY WORLDWIDE LIMITED


                                           By: /s/ Haiting Li
                                              ----------------------------------
                                           Name:  Haiting Li
                                           Title: Director

The Stockholder:
                                           CABO DEVELOPMENT LIMITED


                                           By: /s/ Haiting Li
                                              ----------------------------------
                                           Name:  Haiting Li
                                           Title: Director

                                       26
<PAGE>
                                    EXHIBIT A



                                         Number of         Percentage of Total      Number of Shares of
                                         Shares of            Company Shares         Pubco Stock to be
                                       Peakway Stock      Represented By Shares         Received by
Name and Address of Stockholder       Being Exchanged        Being Exchanged            Stockholder
- -------------------------------       ---------------        ---------------            -----------

Cabo Development Limited                   1,000                   70%                   10,500,000


<PAGE>
                                     WAIVER

                                November 5, 2009

This waiver dated  November 5, 2009 (the  "WAIVER") is made  pursuant to Section
6.02 of the Share Exchange Agreement ("Share Exchange Agreement") dated November
5, 2009 by and among Wollemi Mining Corp., a Delaware corporation (the "PUBCO"),
Peakway Worldwide  Limited,  a British Virgin Islands company  ("PEAKWAY"),  and
Cabo Development  Limited, a British Virgin Islands company (the "STOCKHOLDER").
Capitalized  terms not otherwise defined herein shall have the meaning set forth
in the Share Exchange Agreement.

Pursuant to Section 3.14 of the Share Exchange  Agreement,  Prior to the Closing
Peakway will deliver to the Pubco its audited consolidated  financial statements
for the quarter ended June 30, 2009 and for the fiscal years ended  December 31,
2008, and 2007 (collectively, the "PEAKWAY FINANCIAL STATEMENTS").

The Pubco hereby waives the  requirement of the audited  consolidated  financial
statements for the quarter ended June 30, 2009 and December 31, 2008 as provided
in Section 3.14 of the Share Exchange  Agreement,  and  acknowledges  and agrees
that Peakway shall provide the reviewed  consolidated  financial  statements for
the  quarter  ended  June 30,  2009  and  December  31,  2008,  and the  audited
consolidated  financial  statements for the fiscal years ended December 31, 2008
and 2007.

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

IN WITNESS WHEREOF, the Pubco has executed this Waiver of the date first written
above.

The Pubco:
                                           WOLLEMI MINING CORP.


                                           By: /s/ Chen Yi
                                              ----------------------------------
                                           Name:  Chen Yi
                                           Title: President

<PAGE>
                            BEIJING YINGDAO LAW FIRM

C-2 Floor, Kaixuan Building, No. 143                   TELEPHONE: 66515676
Xizhimen Wai Street, Beijing 100044                    FAX:       66512605
People's Republic of China                             E-MAIL: gaodengli@tom.com

To:

Wollemi Mining Corp.
Room 42, 4th Floor, New Henry House
10 Ice Street, Central, Hong Kong

Re: Fujian Jingjiang Pacific Shoes Co., Limited, and
    Fujian Baopiao Light Industry Co., Limited.

                                                                November 6, 2009

Ladies and Gentlemen:

We have acted as the qualified lawyers of the People's Republic of China ("PRC")
for the companies as captioned above (the "Companies").

We have made no  investigation of and express no opinion in relation to the laws
of any  jurisdiction  other than the PRC.  This opinion is to be governed by and
construed in accordance  with the laws of the PRC and is limited to and is given
on the basis of the current law and practice in the PRC.

This  opinion is delivered  to you  pursuant to  Section6.01(j)  of that certain
Share  Exchange  Agreement  dated  November 5, 2009 by and among Wollemi  Mining
Corp., a Delaware corporation ( "Wollemi"), Peakway Worldwide Limited, a British
Virgin Islands company  ("Peakway") and Cabo  Development  Limited  ("Cabo"),  a
British  Virgin Islands  company,  as the sole  shareholder  of Peakway  ("Share
Exchange  Agreement"),  in connection with the legality of certain  transactions
involving or related to the Companies and the share exchange.

1    Certain transactions

     Based on the documents  examined by us, we understand  the facts of certain
     transactions  relating  to the  subject  matter  of this  opinion  to be as
     follows:

     The Companies comprise the following PRC limited liability companies:

     Fujian Jingjiang Pacific Shoes Co., Limited ("Pacific"), and Fujian Baopiao
     Light Industry Co., Limited ("Baopiao").

     We are  informed  and  assume,  but  as  PRC  counsel  express  no  opinion
     confirming,  that Peakway is a company formed under the laws of the British
     Virgin  Islands,  and the original and current  record owner of 100% of the
     share of which is Cabo.

     Peakway  acquired  100% equity  interests in each of the  Companies in 2009
     from Jinjiang Baopiao Footwear and Apparel Co., Ltd., Hong Kong Tianxinhang
     Co., Ltd. and Italy Baopiao (Hong Kong) Apparel Development Co., Ltd.
<PAGE>
2    Assumptions

In giving this opinion, we have assumed that:

2.1  the genuineness of all signatures on all documents; and

2.2  the  conformity to original  documents of all documents  submitted to us as
     copies and the authenticity and completeness of those original documents.

3    Opinions

On the basis of the foregoing, we are of the opinion that:

3.1  With respect to Pacific and Baopiao:

     (i)  Pacific has been duly  organized  and is validly  existing as a wholly
          foreign owned company with limited liability under the PRC Laws and is
          in good standing under the PRC Laws;  100% of the equity  interests of
          Pacific are owned by Alberta  Holdings  Limited,  a Hong Kong  company
          ("Albert"),   which  is  in  turn  100%  controlled  by  Peakway.  The
          registered  capital of Pacific is RMB 5,000,000,  which has been fully
          contributed.

     (ii) The  equity  interests  of  Pacific  are free and clear of all  liens,
          encumbrances,  equities or claims;  the articles of  association,  the
          business  license and other  constituent  documents of Pacific  comply
          with the requirements of PRC Laws and are in full force and effect.

     (iii)Pacific has complied in all respects with all national,  provincial or
          local laws, statutes, ordinances, rules, regulations and orders of the
          PRC applicable to it or its business or operations or the ownership or
          use of any of the its assets,  and has  obtained  and  complied in all
          respects   with  all   national,   provincial   and  local   licenses,
          authorizations,  approvals,  consents,  registrations and permits from
          PRC governmental agencies necessary for the conduct of its business as
          it has  been  conducting  since  its  inception  and/or  as  currently
          conducted or the ownership or use of any of its assets.

     (iv) Baopiao has been duly  organized  and is validly  existing as a wholly
          foreign owned company with limited liability under the PRC Laws and is
          in good standing under the PRC Laws;  100% of the equity  interests of
          Baopiao  are owned by  Alberta,  which is in turn 100%  controlled  by
          Peakway.  The  registered  capital of Baopiao  is  50,000,000HKD.  The
          contributed capital of Baopiao is 16,370,477.66HKD, which accounts for
          32.74% of the registered capital.

     (v)  The  equity  interests  of  Baopiao  are free and clear of all  liens,
          encumbrances,  equities or claims;  the articles of  association,  the
          business  license and other  constituent  documents of Baopiao  comply
          with the requirements of PRC Laws and are in full force and effect.

     (vi) Baopiao has complied in all respects with all national,  provincial or
          local laws, statutes, ordinances, rules, regulations and orders of the
          PRC applicable to it or its business or operations or the ownership or
          use of any of the its assets,  and has  obtained  and  complied in all
          respects   with  all   national,   provincial   and  local   licenses,
          authorizations,  approvals,  consents,  registrations and permits from
          PRC governmental agencies necessary for the conduct of its business as
          it has  been  conducting  since  its  inception  and/or  as  currently
          conducted or the ownership or use of any of its assets.

3.2  With  respect to the  equity  transfer  regarding  the  acquisition  of the
     Companies made by Alberta:
<PAGE>
     (i)  Alberta acquired 28% and 72% interest in Pacific from Jinjiang Baopiao
          Footwear and Apparel Co., Ltd. and Hong Kong  Tianxinhang  Co.,  Ltd.,
          respectively,  pursuant to equity transfer agreement dated January 12,
          2009, of which an approval from the competent local delegate agency of
          the PRC  Ministry of Commerce  was  obtained  on  February  25,  2009,
          evidenced by (i) a certificate  of foreign  investment  approval dated
          March 16, 2009, and (ii) an amended  business  license dated March 27,
          2009, both in proper form and content, true and accurate.

     (ii) Alberta  acquired  100%  interest in Baopiao from Italy  Baopiao (Hong
          Kong)  Apparel  Development  Co.,  Ltd,  pursuant  to equity  transfer
          agreement  dated  February  26,  2009,  of which an approval  from the
          competent  local  delegate  agency of the PRC Ministry of Commerce was
          obtained on March 2, 2009,  evidenced by (i) a certificate  of foreign
          investment approval dated April 24, 2009, and (ii) an amended business
          license  dated March 24, 2009,  both in proper form and content,  true
          and accurate.

     (iii)The  acquisition by Alberta of the foregoing  equity  interests in the
          Companies  did  not  conflict  with  any   applicable   laws,   rules,
          regulations,   ordinances,   codes   or  other   obligations   of  any
          governmental body in the  PRC(pound)<172>and  all necessary approvals,
          consents,  licenses and permits in connection with these  acquisitions
          were obtained.

     (iv) The  consideration  for  Alberta's  acquisition  of the  equity in the
          Companies  has been fully  paid to and  received  by the  transferring
          equity holders of the Companies.  No equity  interest in the Companies
          acquired by Alberta from the transferring equity holders is subject to
          any right of rescission, revocation, cancellation or forfeiture or any
          lien or encumbrance by any party under the laws of the PRC.

     (v)  The  acquisitions by Alberta of the equity  interests in the Companies
          were  duly  authorized  by all  necessary  actions  on the part of the
          Companies and their equity holders.

     (vi) Alberta  is  now  the  beneficial   owner  of  the  following   equity
          percentages in the Companies: (a) Pacific-100%; (b) Baopiao- 100%

     (vii)The Foreign  Exchange  Registration  of each of the Companies has been
          duly filed with SAFE to indicate  the  percentage  ownership  in those
          Companies by Alberta.

     (viii) The transactions  contemplated by the equity transfer is not violate
          the Regulations on Mergers and Acquisitions of Domestic Enterprises by
          Foreign  Investors  (the  "M&A  Rules"),  which  became  effective  on
          September 8, 2006 and were jointly  promulgated  by six PRC regulatory
          agencies on August 8, 2006,  including  the Ministry of Commerce,  the
          State Assets  Supervision  and  Administration  Commission,  the State
          Administration for Taxation, the State Administration for Industry and
          Commerce,  the China Securities Regulatory Commission ("CSRC") and the
          State Administration of Foreign Exchange.

     (ix) Since CSRC has not  promulgated any guidance on the  applications  and
          acceptance  procedure  for those  matters which do not fall within the
          applicable scope of the M&A Rules and Related Clarifications,  the M&A
          Rules and Related  Clarifications  do not require Albert to obtain the
          approval of the CSRC in connection with the acquisitions by Alberta of
          the equity interests in the Companies.

     (x)  Mr. Li Haiting is the sole shareholder of Cabo Development  Limited, a
          British Virgin  Islands  company,  which owns 100% equity  interest in
          Peakway.  Mr. Li being the  beneficial  shareholder of Peakway and the
          domestic  resident of the PRC,  has  applied for the foreign  exchange
          registration  of overseas in vestments at the local branch of the Sate
          Administration  of Foreign  Exchange of the PRC ("SAFE") in accordance
          with the Notice on Issuers Relating to the  Administration  of Foreign
          Exchange in Fund-raising and Return Investment  Activities of Domestic
<PAGE>
          Residents  Conducted via Offshore  Special  Purpose  Vehicle issued by
          SAFE ("SAFE  Circular  75").  There is not any obstacle to obtain such
          registration and nor to satisfy the SAFE Circular 75.

3.3  With  respect  to  the  Share  Exchange   Agreement  and  the  transactions
     contemplated thereby:

     (i)  It is not  necessary  or  advisable  under the laws of the PRC for the
          execution, delivery, validity or the performance or the enforceability
          of the Share Exchange Agreement to obtain the consent of any judicial,
          administrative  or governmental or other similar  authority or body in
          the PRC.

     (ii) No stamp, registration or similar taxes, duties or charges are payable
          in the PRC in connection  with the execution and delivery of the Share
          Exchange  Agreement,  to the  extent it does not  violate  PRC  public
          policy and, on the face of the Share  Exchange  Agreement,  we have no
          reason to believe  that any of the  provisions  in the Share  Exchange
          Agreement are likely to be inconsistent  with any public policy of the
          PRC.

     (iii)No approvals of any judicial,  administrative or governmental or other
          similar  authority or body in the PRC or, to our knowledge,  any other
          third party is required in respect of the Share Exchange.

     (iv) The transactions  contemplated by the Share Exchange  Agreement do not
          violate the laws of the PRC.

3.4  To our knowledge, there are no arbitrations,  actions, suits or proceedings
     pending or  threatened  against  the  Companies  by any person or entity or
     before any PRC court,  governmental authority,  tribunal or instrumentality
     that  seek  to  enjoin  or  limit  the  consummation  of  the  transactions
     contemplated by the Share Exchange Agreement,  or which likely have, either
     singly or in the aggregate, have a material adverse effect on the business,
     assets, liabilities, financial condition or prospects of the Companies.

This opinion is addressed solely to Wollemi Mining Corp.

Yours faithfully


/s/ Gao Deng Li
- -----------------------------

Beijing Yingdao Law Firm
Lawyer: Gao Deng Li

    

EX-3.3

                                                                     Exhibit 3.3

                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

Wollemi Mining Corp.,  a corporation  organized and existing under and by virtue
of the General  Corporation  Law of  Delaware  (the  "Corporation")  does hereby
certify as follows:

FIRST: The Certificate of Incorporation of the Corporation as heretofore amended
shall by amended by changing  Article  "FIRST" so that as amended,  said Article
shall read in its entirely as follows:

     "FIRST: The name of this Corporation shall be PACIFIC BEPURE INDUSTRY INC."

SECOND:  The Certificate of Incorporation as heretofore amended shall be further
amended by changing  Article  "FOURTH" so that,  as amended,  said Article shall
read in its entirely as follows:

     "FOURTH:  The total number of shares of capital stock which the Corporation
     shall  have the  authority  to issue is Ninety  Five  Million  (95,000,000)
     shares,  consisting of Seventy Five Million  (75,000,000)  shares of common
     stock,  par value  $.0001 per share  ("Common  Stock")  and Twenty  Million
     (20,000,000)   shares  of  preferred  stock,  par  value  $.001  per  share
     ("Preferred Stock").

     The powers,  preferences and rights and the  qualification,  limitation and
     restrictions thereof shall be determined by the Board of Directors.

     Preferred Stock may be issued from time to time in one or more series, each
     of such series to have such terms as stated or expressed  herein and in the
     resolution or resolutions providing for the issue of such series adopted by
     the Board of Directors of the  Corporation  as  hereinafter  provided.  Any
     shares of Preferred  Stock which may be redeemed,  purchased or acquired by
     the Corporation  may be reissued except as otherwise  provided by law or by
<PAGE>
     the terms of any series of Preferred  Stock.  Different series of Preferred
     Stock shall not be construed to constitute  different classes of shares for
     the purposes of voting by classes unless expressly provided.

     Authority is hereby  expressly  granted to the Board of Directors from time
     to time to issue Preferred  Stock in one or more series,  and in connection
     with  the  creation  of any  such  series,  by  resolution  or  resolutions
     providing  for the issue of the shares  thereof,  to determine and fix such
     voting powers, full or limited, or no voting powers, and such designations,
     preferences and relative  participating,  optional or other special rights,
     and qualifications,  limitations or restrictions thereof, including without
     limitation  thereof,  dividend  rights,  special voting rights,  conversion
     rights,  redemption  privileges and  liquidation  preferences,  as shall be
     stated and  expressed  in such  resolutions,  all to the full extent now or
     hereafter  permitted  by  the  General  Corporation  Law of  the  State  of
     Delaware. Without limiting the generality of the foregoing, the resolutions
     providing  for issuance of any series of  Preferred  Stock may provide that
     such series  shall be superior  or rank  equally or be junior to  Preferred
     Stock of any  other  series  to the  extent  permitted  by law.  Except  as
     otherwise  specifically  provided  in  this  Certificate  of  Amendment  of
     Certificate  of  Incorporation,  the  By-Laws  of  the  Corporation  or any
     agreement in existence  from  time-to-time  among the  stockholders  of the
     Corporation and the Corporation,  no vote of the holders of Preferred Stock
     or Common  Stock shall be a  prerequisite  to the issuance of any shares of
     any  series  of  Preferred  Stock  authorized  by and  complying  with  the
     conditions  of this  Article  FOURTH,  the right to have  such  vote  being
     expressly  waived by all present and future holders of the capital stock of
     the Corporation."

THIRD: The Certificate of  Incorporation as heretofore  amended shall be further
amended by adding  Article  "EIGHTH"  so that,  said  Article  shall read in its
entirely as follows:

     "EIGHTH:  The  Corporation  shall,  to the fullest extent  permitted by the
     provisions  of ss. 145 of the General  Corporation  Law, as the same may be
     amended and supplemented,  indemnify any and all persons whom it shall have
     power to  indemnify  under said section from and against any and all of the
<PAGE>
     expenses,  liabilities,  or other matters referred to in or covered by said
     section,  and the  indemnification  provided for herein shall not be deemed
     exclusive  of any other rights to which those  indemnified  may be entitled
     under any Bylaw, agreement, vote of stockholders or disinterested directors
     or otherwise,  both as to action in such person's  official capacity and as
     to action in another capacity while holding such office, and shall continue
     as to a person who has ceased to be a director, officer, employee, or agent
     and shall inure to the benefit of the heirs, executors,  and administrators
     of such person."

     IN WITNESS WHEREOF,  the undersigned,  being the Chief Executive Officer of
the  Corporation,  has executed,  signed and  acknowledged  this  Certificate of
Amendment of Certificate of Incorporation this 12th day of November, 2009.



                                            By: /s/ Haiting Li
                                               ---------------------------
                                            Name:  Haiting Li
                                            Title: Chief Executive Officer

EX-10.1

                                                                    Exhibit 10.1

                            Equity Transfer Agreement
                             (English Translation)

Party A:  Italy Baopiao (Hong Kong) Apparel Development Co., Ltd.

Address:  Tower C, No. 9 Nantian Mansion, No. 275 Beijiao Yinghuang Street, Hong
          Kong

Party B:  Hong Kong Alberta Holdings Limited

Address:  RM 42,4F, Xinxianli Mansion, No.10 Middle Circle Xuechang Street, Hong
          Kong

In consideration  of the mutual promises  contained  herein,  with regard to the
transfer of shares of Baopiao (China) Light Industry Co., Ltd., a wholly foreign
owed enterprise in China, the parties herewith agree as follows:

1.   Italy Baopiao  (Hong Kong)  Apparel  Development  Co.,  Ltd.,  the original
     investor,  agrees to transfer its 100% equity  interest in Baopiao  (China)
     Light Industry Co., Ltd., a wholly foreign owed  enterprise in China,  with
     registered capital of HKD 50 million, to the Party B. The Party B agrees to
     purchase such equity interest.

2.   Before competent  government  authorities approve the equity transfer,  the
     rights and obligations of Baopiao (China) Light Industry Co., Ltd. shall be
     handled according to the original Article of Association, and shall have no
     effect on Party B.  After  competent  government  authorities  approve  the
     equity  transfer,  the rights and  obligations  of  Baopiao  (China)  Light
     Industry Co.,  Ltd.  shall be borne by Party B, and have no effect on Party
     A.

3.   The transfer price of the equity interest is HKD 50 million.  Party B shall
     pay the transfer price to Party A within 30 days following the execution of
     this agreement.  If Party B fails to perform its  obligation,  it shall pay
     liquidated damages in the amount of 1% of the transfer price per day.

4.   This agreement is governed by the laws of People's Republic of China.


5.   Dispute resolution:  The parties shall settle disputes through negotiation.
     If  the  negotiation  fails,  the  dispute  shall  be  submitted  to  China
     International  Economic and Trade  Arbitration  Commission for arbitration.
     The arbitration award shall be final.

6.   This  agreement  shall be in five  copies.  Each party shall take one copy.
     This  agreement  shall take effect on the  execution by the two parties and
     obtaining approval from competent government authorities.

7.   This Agreement is executed in Huian, Quanzhou, on February 26, 2009.

Party A: Italy Baopiao (Hong Kong) Apparel Development Co., Ltd.
Legal representative: Li Haiting


/s/ Li Haiting
- --------------------------------


Party B: Hong Kong Alberta Holdings Limited
Legal representative: Li Haiting


/s/ Li Haiting
- --------------------------------

                                                               February 26, 2009

EX-10.2

                                                                    Exhibit 10.2

                     Fujian Jinjiang Pacific Shoes Co. Ltd.
                            Equity Transfer Agreement
                             (English Translation)

Party A: Fujian Jinjiang Chendai Handai Xinxing Shoes Factory
        (the name has been changed to Jinjiang Baopiao Shoes Co., Ltd.)
Address: Handai, Chendai, Jinjiang City
Legal Representative: Li Huolian

Party B: Hong Kong Tianxinhang Co., Ltd
Address: 19F B, Changjia Industry Mansion, No.345 Defudao West, Hong Kong
Representative: Xie Yinning

Party C: Alberta Holdings Limited
Address: 9th Floor, Po Chenong Commercial Building No.29 Prat Avenue, Kowloon,
         Hong Kong
Representative: Li Haiting

Fujian Jinjiang Pacific Shoes Co., Ltd. (the "Company") is a Sino-foreign  joint
venture  company  invested  by  Party  A and  Party  B  establish  according  to
Certificate  No. Jin [1993] Wai 101.  Party A and Party B agree to transfer  all
the equity  interests they hold in the Company to Party C. In  consideration  of
the  mutual  promises  contained  herein,  Party A, Party B and Party C herewith
agree as follows:

1.   Party A agrees to transfer all the equity interest (capital contribution of
     RMB 1.4 million, accounting for 28% of the register capital of the Company)
     it holds in the Company to Party C. Party C agrees to accept all the equity
     interest  held by Party A. The  transfer  price of the equity  interest  is
     RMB1.4 million.  Party C shall pay the transfer price to Party A in cash in
     single  installment  within six months following the change of registration
     of the Company.

2.   Party B agrees to transfer all the equity interest (capital contribution of
     RMB 3.6 million, accounting for 72% of the register capital of the Company)
     it holds in the Company to Party C. Party C agrees to accept all the equity
     interest  held by Party B. The  transfer  price of the equity  interest  is
     RMB3.6 million.  Party C shall pay the transfer price to Party B in cash in
     single  installment  within six months following the change of registration
     of the Company.

3.   Whereas  the  register  capital of the Company has been paid up in full (as
     certified by Capital Verification Report No. Quanzhou Zhonghe Yan Zi [2001]
     021),  the  investor of the  Company  shall bear  liability  limited by the
     register capital it pays.

4.   This  agreement is governed by and  interpreted  under the laws of People's
     Republic of China.

5.   This agreement shall be observed by the three parties.  Any party in breach
     of this  agreement  shall pay  damages  for any and all losses  suffered by
     other parties.
<PAGE>
6.   Dispute  Resolution:  any  dispute  arises out of this  agreement  shall be
     settled by  negotiation.  If  negotiation  fails,  any party may submit the
     dispute to local people's court.
7.   This  agreement  shall take effect upon the  execution of the three parties
     and obtaining approval from competent authorities.

8.   The agreement shall be executed in six copies. Each of Party A, Party B and
     Part C shall take one copy.  The  Company  shall take one copy.  Two copies
     shall be filed with relevant authorities.

Party A: Jinjiang Baopiao Shoes Co., Ltd.


/s/ Li Huolian
- ---------------------------------------
Legal Representative: Li Huolian


Party B: Hong Kong Tianxinhang Co., Ltd.


/s/ Xie Yinning
- ---------------------------------------
Representative: Xie Yinning


Party C: Alberta Holdings Limited


/s/ Li Haiting
- ---------------------------------------
Representative: Li Haiting


                         January 12, 2009, in the conference room of the Company

EX-10.3

                                                                    Exhibit 10.3

                               EMPLOYMENT CONTRACT
                              (ENGLISH TRANSLATION)

PARTY A (EMPLOYER):
Name: Fujian Jinjiang Pacific Shoes Co., Limited
Address: 78 Li Kanglong Eastern Road, Yangdai, Chendai Town, Jinjiang City
Tel: 15905038999
Legal Representative: Li Haiting

PARTY B (EMPLOYEE):
Name: Li Haiting
Gender: Male
Current Address: Quanzhou, Fujian
Registered Residence: Jinjiang, Fujian Province
Tel: 0595-85088288

Subject to the LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON EMPLOYMENT  CONTRACT and
other related  stipulations,  the Parties  hereto shall enter into the following
agreement for mutual observation under the principles of free will and equity.

1. TERM

Fixed Term.  In such event,  the term shall  commence  from  December 5, 2007 to
December 4, 2010.

2. POST AND WORKING PLACE

1)   Party B shall be arranged to work at the place designated by Party A.
2)   Party  A  may  adjust  the  post  of  Party  B  according  to  the  working
     requirements  and the  competences  of Party B, such  adjustment may not be
     unreasonably withdrawn by Party B.
3)   Party B agrees to fulfill its duties  satisfying the  requirements of Party
     A.

3. WORKING TIME AND REST DAY

1)   Party A shall  observe  the related  national  regulations  concerning  the
     working time and may make the specific rules and adjustments on the working
     time of Party B in accordance with the variable requirements.  The specific
     rules made by Party A shall be fully observed by Party B.
2)   In consideration of the special  conditions of Party A's business,  Party A
     may,   subject  to  the  special   requirements   of  business,   make  the
     corresponding  adjustment on the working  time,  work shift and rest day of
     Party B, which shall be observed by Party B.

4. REMUNERATION

     Party A shall pay monthly  salary to Party B with  lawful  money on the 5th
     day of each  month.  The  said  monthly  salary  may not be less  than  the
     minimums  amounts  announced  by the  provincial  government,  any overtime
     payment  shall  be  subject  to  the  related  stipulation  listed  in  the
     applicable laws and regulations.

1)   Party A may adjust the salary  paid to Party B  according  to its  business
     operation, bylaws and the performance, experiences, compensation record and
     post-change  of Party B. the salary paid to Party B, upon such  adjustment,
     shall  equal to those paid to the  employee  of Party A with the same post,
     duty and work, provided,  however, in no event such salary may be less than
     the minimum wage announced by the local government.
<PAGE>
5. SOCIAL INSURANCE

     Party A and Party B shall purchase the social insurance and pay the premium
     due to each Party respectively,  provided,  however,  the premium should be
     paid by Party B may be deducted by Party A from the salary due to Party B.

     Upon the expiration or termination of this Contract, Party A shall, subject
     to the related rules,  handle the formalities for the transfer of Party B's
     file and social  insurance and shall issue the  certificate  evidencing the
     termination or expiration hereof, correspondingly,  Party B shall carry out
     the handover work as quickly as possible.

6. LABOR PROTECTION, WORKING CONDITIONS AND OCCUPATIONAL DISEASE

1)   Party A shall, subject to the rules and regulations made by the central and
     local governments,  provide the satisfying labor protection  equipments and
     working conditions to protect the safety and health of Party B.
2)   Party  A  shall  provide  Party  B the  related  trainings  concerning  the
     requirements  of labor  safety,  bylaws and  business  operation  rules and
     skills  according the relevant  requirements of governments,  Party B shall
     take part in the said  trainings  and  strictly  observe the  corresponding
     requirements  of labor safety and business  operation  rules related to its
     post.
3)   Party A shall make the corresponding  notice to Party B if any work related
     to occupational  disease has been carried by Party B, and shall arrange the
     occupational health examinations prior to and after the work period. During
     the term hereof,  Party A shall make periodic health  examinations on Party
     B.

7. MISCELLANEOUS

None

8. AMENDMENT

     This Contract may be amended with the mutual consent of the Parties hereto.
     Any amendment to this Contract shall be made in writing, shall indicate the
     amendment  date and shall come into effect upon the signatures and seals by
     the Parties hereto. A change order or the special agreement may be used for
     the amendment to this Contract.  In such event, the special agreement shall
     be the  Schedule of this  Contract  and shall have the equal legal  effects
     with this Contract.

9.   Any  cancellation,  termination  and  renewal  to this  Contract  shall  be
     compliant  with the related  stipulations  of central,  provincial or local
     governments.

10.  SETTLEMENT OF DISPUTE

     Any labor  dispute  between the Parties  shall be settled  through  amiable
     negotiation,  either Party may, if refuses or fails to make such  negation,
     apply for the intermediation  carried out by the Intermediation  Commission
     for Labor Dispute of this company,  or apply for arbitration carried out by
     the local  Arbitration  Commission  for Labor Dispute within the time limit
     required.  Either Party may, if not satisfied  with the  arbitration  award
     rendered,  bring a lawsuit  before the local  People's Court within 15 days
     upon the receipt of such arbitration award.

11.  Any  issue  unmentioned  herein  may  be  settled  by the  Parties  through
     negotiation.  If there is any dispute between any  stipulations  herein and
     the laws or regulations newly  promulgated,  such laws or regulations shall
     prevail.
<PAGE>
12.  This Contract shall be executed in duplicate, each Party shall have one.



     Party A  (Seal)                               Party B  (Seal)


     /s/ Li Haiting                                /s/ Li Haiting
     -----------------------------                 -----------------------------

     Legal Representative (Seal)

     Date: December 5, 2007                        Date: December 5, 2007

EX-10.4

                                                                    Exhibit 10.4

                                 LOAN AGREEMENT
                              (English Translation)

                                                 Agreement No.:35101200900004549

The Borrower (Full Name): Fujian Jinjiang Pacific Shoes Co., Ltd.
The Lender (Full Name): Jinjiang Branch, Agricultural Bank of China
Subject to the related state laws and regulations, the Parties hereto enter into
the following Agreement through negotiation:

ARTICLE 1 LOAN

1. Type of Loan: Short-term Working Capital Loan
2. Purpose of Loan: Capital turnover
3. Amounts and Currency: RMB3,200,000
4. Loan Term:
   a) the loan term shall be detailed in the following chart:



                 Commencement Date                                     Expiration Date
Year         Month     Day         Amount             Year       Month     Day         Amount
- ----         -----     ---         ------             ----       -----     ---         ------

2009         June       9       RMB3,200,000          2010       June       8       RMB3,200,000


(Supplementary  chart adding  related  contents,  if any,  shall be part of this
Agreement)

b)   If the amount,  commencement  or  expiration  date of loan listed herein is
     inconsistent  with those  indicated in the loan note, the  stipulations  of
     loan note shall prevail. Loan note shall be part of this Agreement and have
     the same legal effect.

c)   If any loan hereunder is made in foreign  currency,  the Borrower shall pay
     the principal and interests in such currency to The Lender.

5. Lending Rate

Lending rate for the loan in RMB shall be the (a) of the following manners:

a) Variable Rate

The interest rate shall be increased 20% of the benchmark  interest rate,  i.e.,
the annual interest rate shall be 6.372%.  The benchmark  interest rate for loan
with at most five years' period shall be that  announced by the People's Bank of
China.

The adjustment of interest rate shall be conducted at six months'  interval.  If
the  benchmark  interest  rate is adjusted by the People's  Bank of China at any
time,  the Lender shall,  commencing  from the first day of the next  adjustment
<PAGE>
period,  apply the new  interest  rate on the  benchmark  interest  rate and its
calculation  manners  without any prior notice to the  Borrower.  If the date of
adjustment  of the  benchmark  interest rate is the same day with that the first
day of the next adjustment period, the new interest rate shall be applied at the
date firstly mentioned above.

b) Fixed Rate

6. Settle Interests

The interest of loan  hereunder  shall be settled in monthly and the expiry date
for  interest  ("Expiration  Date")  shall be the 20th  day of each  month.  The
interests  shall  be paid by the  Borrower  at each  expiry  date.  If the  last
interest  payment  date is not  the  date  for the  payment  of  principal,  the
remaining interests  calculated daily as 1/30 of the month's interest rate shall
be paid with principal at the date for the payment of principal.

ARTICLE 2   PRECONDITIONS

The Lender shall provide the loan hereunder only after

1.   The bank account,  i.e.,  basic bank account,  has been  established by the
     Borrower at The Lender;
2.   The  Borrower  has  provide  the  related   instruments   and  fulfill  the
     appropriate formalities as required by The Lender;
3.   The Borrower has acquired all  approvals,  registrations  and fulfilled all
     other  formalities  necessary for the loan hereunder if the same is related
     to the foreign currency; and
4.   The  guarantees or  insurances  required for the loan  hereunder  have been
     fulfilled and effective  pursuant to the related  requirements  of laws, in
     addition,  the surety agreement  necessary for the loan hereunder,  if any,
     has been concluded and come into effect.

ARTICLE 3   RIGHTS AND OBLIGATIONS OF THE LENDER

1.   The  Lender  may be  entitled  to access the  information  of the  Borrower
     concerning the business operation, financial activities,  inventory and use
     of loan and may require the periodic  provision  of financial  statement or
     other materials, instruments or information by the Borrower.
2.   the Lender may be entitled to suspend the  provision of loan or require the
     early recovery of loan if any event occurred,  particularly but not limited
     to the events listed in Article 3.7, 3.8, 3.10 herein,  which may prejudice
     the safety of loan.
3.   Any early-recovered principal, interests, penalties, compound interests and
     any other payment due to the Lender may be deducted by the Lender  directly
     from the bank account of the Borrower.
4.   If the  amount  paid by the  Borrower  fails to  satisfy  the  requirements
     hereunder, the Lender may, at its sole discretion,  use such amount for the
     payment of principal,  interests,  penalties,  compound  interests or other
     expenses.
5.   The Lender may disclose the breach of the Borrower if the Borrower fails to
     make the due payment  hereunder.
6.   The Lender  shall  provide  loan to the  Borrower in  accordance  with this
     Agreement.

                                       2
<PAGE>
ARTICLE 4 RIGHTS AND OBLIGATIONS OF THE BORROWER

1.   The Borrower may obtain and use loan in accordance with this Agreement.
2.   The  Borrower  shall  make  settlement  and  deposit  related  to the  loan
     hereunder in the bank account referred in Article 2 hereof.
3.   The Borrower  shall acquire all  approvals,  registrations  and fulfill all
     other  formalities  necessary for the loan hereunder if the same is related
     to the foreign currency.
4.   the Borrower shall pay the principal and interests when due. Any renewal to
     the loan term shall be subject to the written  application at least 15 days
     prior to the expiration  date and shall be effective only upon the approval
     of The Lender.
5.   The Borrower shall use such loan in accordance  with this Agreement and may
     not use the same for any other purposes.
6.   The Borrower  shall provide the complete and accurate  financial  statement
     and other  related  materials  and  information  to the Lender on a monthly
     basis,  and shall provide  assistances to the inspection made by the Lender
     on the  business  operation,  financial  activities  and  the  use of  loan
     hereunder.
7.   the prior  written  notice to and approval by the Lender shall be necessary
     for  the  subagreementing,   leasing,  joint-stock,   Partnership,  merger,
     consolidation,  separation,  joint venture,  assignment of assets, shutting
     down,  dissolution,   bankruptcy  or  any  other  activities  conducted  or
     threatened  to be conducted to or by the Borrower  which may  prejudice the
     safety of loan hereunder.
8.   the prior  written  notice to the  Lender  and the  appropriate  protection
     measures shall be necessary for any other events except those listed above,
     which including but not limited to the production  stopping,  suspension of
     business operation,  cancellation of business licenses,  the involvement of
     illegal  activities  by  the  legal  representative  or  principal  of  the
     Borrower,   the  pending  arbitration  or  other  legal  proceedings,   the
     substantial  difficulties for business  operation and the  deterioration of
     financial conditions.
9.   Any  guarantee or mortgage  provided by the Borrower for debts of any third
     party,  which may prejudice the Repayment of loan hereunder may, be subject
     to the prior written notice to and approval by The Lender.
10.  The Borrower may not  surreptitiously  withdrawn funds,  transfer assets or
     shares to escape the payment due to The Lender.
11.  Any change to the name, legal  representative,  address,  business scope of
     the Borrower shall be notified to the Lender as quickly as possible.
12.  The Borrower  shall provide other  appropriate  protection  measures at the
     satisfaction of the Lender if the warrantor hereunder suspends its business
     operation or is shutting down, cancelled of business licenses,  bankrupt or
     suffering losses which prejudice it's competent for the guarantee hereunder
     or the values of subject  matters  of  guarantee,  pledge or lien have been
     decreased.
13.  The related  lawyer  fees and costs of  transport,  insurance,  evaluation,
     registration,  storage,  appraisal or notarization hereunder shall be borne
     by the Borrower.

ARTICLE 5 EARLY REPAYMENT OF LOAN

The early  repayment  of loan shall be subject to the consent of The Lender.  If
agreed by The Lender,  the interest  rate of such early  repayment  shall be the
second of the  following  manners:

                                       3
<PAGE>
1.   the interest  rate shall be  calculated  in  accordance  with the loan term
     hereunder and the interest rate agreed by the Parties; or
2.   the interest rate shall be that agreed by the Parties.

ARTICLE6   LIABILITY

1.   If any losses  suffered by the  Borrower due to the delay supply of loan by
     the Lender by violating the  stipulation  herein,  damages shall be paid to
     the  Borrower  in  accordance  with the  amounts  of such loan and the days
     delayed,  the  calculation  methods of such damages shall be those used for
     the calculation of interests for delay repayment of loan.
2.   if the  Borrower  fails  to  repay  the  due  principal  by  violating  the
     stipulation  herein,  the default  interest  ("default  interest of delay")
     shall be imposed  at the  interest  rated  agreed by the  Parties  plus 50%
     commencing  from the due payment  date until the full  payment of principal
     and interest  including such default  interest,  during such period, if the
     loan is made in RMB, the interest rate shall be escalated  accordingly when
     the benchmark interest rate is escalated by the People's Bank of China.
3.   if the Borrower fails to use the loan hereunder for the purposes  mentioned
     herein,  the default  interest  ("default  interest  of  breach")  shall be
     imposed at the  interest  rated agreed by the Parties plus 100 % commencing
     from the due payment date until the full payment of principal  and interest
     including such default interest, during such period, if the loan is made in
     RMB, the interest  rate shall be escalated  accordingly  when the benchmark
     interest rate is escalated by the People's Bank of China.
4.   The compound  interest may be imposed by the Lender on the interest due and
     unpaid  in  accordance  with  the  rules  of the  People's  Bank of  China.
     "Compound  Interest"  mentioned  above include the interest  (including the
     default  interest of breach) due and unpaid  occurred  during the loan term
     and the  interest  (including  the  default  interest of breach and default
     interest  of delay) due and unpaid  occurred  upon the  expiration  of loan
     term. The compound rate of the interest due and unpaid  occurred during the
     loan term shall be  calculated  on the basis of interest rate agreed by the
     Parties during the loan term, and shall be calculated on the basis of delay
     repayment upon the expiration of loan term.
5.   if any provisions herein has been violated by the Borrower,  the Lender may
     be  entitled  to  require  the  rectification  by  the  Borrower  with  the
     appropriate  time  limit,  to  suspend  the  supply of loan,  to make early
     recovery of loan  supplied,  or to announce  that any other loans under any
     other  loan  agreement  between  the  Lender  and the  Borrower  become due
     immediately or to take any other appropriate protection measures.
6.   If any of the warrantors  violating any provisions under the  corresponding
     surety agreement entered into by such warrantor, the Lender may suspend the
     supply of loan,  to make early  recovery of loan supplied or take any other
     appropriate protection measures.
7.   if the  creditor's  rights of the Lender  hereunder have to be fulfilled in
     the form of arbitration or any other legal proceedings due to the breach of
     the Borrower, all expenses suffered by the Lender therefrom,  including but
     not limited to the lawyer fees,  travel expenses or any other costs,  shall
     be indemnified by the Borrower.

                                       4
<PAGE>
ARTICLE 7 GUARANTEE

The loan hereunder  shall be guarantee in the form of gurantee with the separate
surety   agreement   concluded   with   agreement   No.  as   35905200900018693,
35905200800000565 if the maximum guarantee amounts is provided thereof.

ARTICLE 8 GUARANTEE

Any dispute between the Parties  arising out of the performance  hereof shall be
settled thorough amiable negotiation or in the first of the following manners:

1.   Litigation with the exclusive  jurisdiction by the People's Court where the
     Lender is incorporated; or
2.   Arbitration in accordance with its arbitration rules.

During  such  litigation  or  arbitration,  any  other  parts of this  Agreement
unrelated to such dispute shall be performed uninterrupted.

ARTICLE 9 MISCELLANEOUS

None.

ARTICLE 10 EFFECTIVENESS

This  Agreement  shall  come  into  effect  on the date  signed or sealed by the
Parties hereto.

ARTICLE 11 COPIES

This Agreement shall be executed in three copies,  each Party shall have one and
each warrantor shall have one copy, all those shall have the same legal effect.

ARTICLE 12 NOTES

The  Lender  has  noted  that the  Borrower  shall  make  thorough  reading  and
comprehensive   understanding  on  the  provisions   herein  and  has  made  the
corresponding  explanation  and  interpretation  at the request of the Borrower.
Finally,  there is not any dispute or controversy on this Agreement  between the
Parties hereto.

BORROWER (SEAL):                             LENDER: (SEAL)

Legal Representative or                      Principal or
Authorized Agent                             Authorized Agent


/s/ Li Haiting                               /s/ Zhang Weikun
- --------------------------------             --------------------------------

                                                              Date: June 9, 2009
                                 Place: Jinjiang Branch, China Agricultural Bank

                                       5

EX-10.5

                                                                    Exhibit 10.5

                               PURCHASE AGREEMENT
                              (English Translation)

Party A: Pacific (Jinjiang) Shoes Co., Ltd.

Party B: Huachang Footwear Materials Company

For the  purpose  of long term  cooperation,  Party A and Party B, upon  amiable
negotiation,  enter into the following agreement concerning the supply of series
products (hereinafter referred to as "Products") to Party A by Party B under the
term and condition herein:

1    SCOPE AND PRICE OF PRODUCTS

1.1  Party B shall provide the products to Party A.

1.2  Products  purchased  by Party A from  Party B may be  resold  to any  third
     party.

1.3  Party B undertakes  that,  during the term hereof,  its quotation  shall be
     competitive  within  the  footwear,  i.e.,  the  price may not  exceed  the
     Threshold price quoted for the similar  products within the domestic market
     and the most  favored  price of  products  has  been  provided  to Party A;
     otherwise  Party B shall  supply the products to Party A at the bottom line
     quoted  for  the  similar  products  within  the  domestic  market  or  the
     preferential  price quoted to the third party by Party B, which shall apply
     to the products have been sold to Party A.

2    QUANTITY, TIME LIMIT AND PLACE OF DELIVERY

2.1  During the term hereof,  Party A shall, subject to the actual requirements,
     issue the order to Party B for the  purchase  of  products  as  referred in
     Article 1 hereof.  Such order attached  herein as Schedule shall detail the
     type, specification, quantity, time limit and place of delivery etc, Part B
     shall  deliver the  products in the type and quantity at the time limit and
     place as referred in such order.

2.2  Party B acknowledges that it shall make reply within 1 working day upon the
     receipt of purchase  order to deliver the products  ordered within the time
     limit to the place referred in such order, furthermore,  Party B guarantees
     that the lead time of  delivery  shall not  exceed  the  longest  period of
     supply guaranteed by Party B calculated from the date of order, Party A may
     make the specific date within such period as the delivery date.

2.3  Based on the lead  time  referred  in  Article  2.2  herein,  Party A shall
     indicate the specific  delivery date in the purchase order.  Party B shall,
     prior to the  acceptance  of such  purchase  order,  affirm its capacity of
     supply including the quantity and time limit requirements, if Party B fails
     to satisfy such requirements, the formal notice shall be delivered to Party
     A for the renegotiation  between the Parties and amendment to such purchase
     order, provided, however, in no event the longest period of supply referred
     in Article 2.2 herein may be extended.  It shall  constitute  the breach of
     Party  B if the  purchase  order  issued  by  Party A is  accepted  but the
     delivery  is delayed,  in such event,  Party A reserve the rights to reject
     such products delivered and require the  indemnification of losses suffered
     by Party A therefrom.

3    ORDER PROCESS

3.1  Issuance of Purchase Order

     Party A shall issue the  purchase  order to Party B through fax as referred
     herein,  each purchase  order shall be signed and sealed by the  authorized
     representative of Party A and indicate

     (1)  this Contract as the basis of such purchase order;
     (2)  the name, quantity and price of products ordered;
     (3)  the specific place of delivery, consignee and contact information; and
     (4)  the delivery date required by Party A.

     If any of  information  referred  above is incomplete or not compliant with
     the  stipulation  herein,  Party B may  dispute  or refuse  to accept  such
     purchase order.
<PAGE>
3.2  Acceptance of Purchase Order

     Within 1 working day upon the  receipt of purchase  order faxed by Party A,
     Party B shall seal such purchase  order and affirm the quantity,  price and
     date of delivery, it shall constitute the acceptance of such purchase order
     if such  purchase  order sealed has been returned to Party A through fax as
     referred  herein,  provided,  however,  if such purchase  order fails to be
     returned as mentioned  above,  Party A may treat it as has been objected by
     Party B and becomes null and void.

3.3  Amendment of Purchase Order

      Any  amendment to the purchase  order shall come into effect only upon the
      signatures  and  seals by the  authorized  representatives  of Party A and
      Party B, Party B shall,  affirm, in the form of seal, any amendment to the
      purchase order suggested by Party A in writing notice within 1 working day
      upon receipt of the same.

3.4  Cancellation of Purchase Order

     The purchase order shall be fulfilled fully and duly upon effectiveness and
     may not be  cancelled  by either  Party  except in writing  form agreed and
     acknowledged by the Parties with seal.

4    PACKAGE AND TRANSPORT

4.1  Products  delivered to Party A shall be protected with standard packages or
     packages   required  by  Party  A,  which  shall  be  consistent  with  the
     requirements  for long  distance  transportation,  loading & unloading  and
     repeated  use, if the carton or wooden  case is used as the outer  package,
     appropriate  measures shall be taken for the protection  against of seepage
     water,  rot or dash.  All expenses  arising from package  shall be borne by
     Party B and Party B shall  indemnify the losses  suffered by Party A due to
     the  damages  or  losses of  products  arising  from the undue or  improper
     packages.

5    PAYMENT TERM

5.1  All expenses between Party A and Party B hereunder shall be settled in RMB.

5.2  Payment Term

     The Parties shall check the contract  prices of the preceding  month at the
     end of this month on the basis of proof of  delivery  affirmed  by Party A.
     thereafter  Party B shall issue the VAT invoice  according  to the contract
     prices  affirmed by the  Parities and Party A shall pay such VAT invoice in
     cash within 1 month upon the receipt of such invoice, provided, however, if
     any condition for payment is not fulfilled,  Party A may refuse to pay such
     invoice.

5.3  Any dispute between the Parties  concerning the payment shall be settled in
     accordance with the unit price listed in purchase order and the quantity of
     delivery to Party B affirmed by the Parties.

6    QUALITY AND ACCEPTANCE

6.1  All products  delivered to Party B shall  conform to the standards of state
     and industry.

6.2  Party B shall fax the shipment  order to Party A upon  shipment and Party A
     shall,  as quickly as possible,  check the quantity  and  specification  of
     products upon delivery to the  destination  designated by Party A and shall
     sign the shipment order at site.

7    LIABILITY

7.1  If Party B delays the delivery,  damages as 1% of the total contract prices
     under such  purchase  order shall be paid to Party A per each day  delayed,
     provided,  however,  the total amounts of such damages may not exceed 5% of
     such  total  contract  prices;  if any delay  exceeds  5 days,  Party A may
     terminate  this  Contract  and  require  the  payment  of  losses  suffered
     therefrom,  or require the continuing performance of Party B and damages as
     10% of the total contract prices under such purchase order.

7.2  Party A shall make payment within the time limit agreed,  if Party A delays
     the  payment,  damages  as 0.1% of the total  contract  prices  under  such
     purchase  order  shall be paid to Party B per each day  delayed,  provided,
     however,  the total amounts of such damages may not exceed 5% of such total
     contract prices.

7.3  If  the  product  delivered  to  Party  A  fails  to  satisfy  the  quality
     requirements,  the price  abatement  shall be made if Party A accepts  such
     product, provided,  however, if Party A does not accept such product, Party
     B shall be liable for the repair,  replacement  or recall of such  product,
     all  expenses  arising  therefrom  shall be borne by Party B, in  addition,
     damages as 10% of the total contract prices under such purchase order shall
     be paid to Party A; if the product still fails to satisfy the  requirements
<PAGE>
     herein  upon such  repair or  replacement,  Party A may reject the same and
     damages as 3 times of contract price of such product shall be paid to Party
     A.

8    FORCE MAJEURE

     If either  Party fails to perform,  partially or totally,  its  obligations
     hereunder due to the occurrence of war, strike,  natural  disasters and any
     other force majeure  event,  the Party  affected  shall make written notice
     through fax to the other Party within 3 working days upon the occurrence of
     such force majeure event and shall provide the written evidences  certified
     by the competent  government  authorities within reasonable period, in such
     event,  the Parties shall  renegotiate  the  performance  hereunder and the
     obligations concerned may be exempted totally or partially.

9    SETTLEMENT OF DISPUTE

     Any dispute or  controversy  arising from the  performance  hereof shall be
     settled by the Parties through amiable negotiation,  if fails, either Party
     may bring a lawsuit  before the  People's  Court  where Party A is located.
     This  Contract  shall be performed  continually  pending the  settlement of
     dispute except those under legal proceedings.

10   EFFECTIVENESS AND TERM

10.1 This Contract  shall come into effect upon the  signatures and seals by the
     authorized  representatives of the Parties. This Contract shall be executed
     in quadruplication, each Party shall have two.

10.2 The term of this Contract  shall be 12 months  commencing  from January 11,
     2008 to January 10,  2009.  This  Contract may be extended if agreed by the
     Parties within 30 days prior to the expiration hereof.

10.3 Any change or amendment to this Contract  shall be in writing and sealed by
     the Parties hereto.

PARTY A:                                   PARTY B:

Name: Pacific (Jinjiang) Shoes Co., Ltd    Huachang Footwear Materials Company

(seal) (seal)

Legal Representative: /s/ Li Haiting       Legal Representative: /s/ Chen Liming

Agent:                                     Agent:

Beneficiary Bank:                          Beneficiary Bank:

Account Number:                            Account Number:

Date: January 11, 2008                     Date: January 11, 2008

EX-10.6

                                                                    Exhibit 10.6

                             DISTRIBUTION AGREEMENT
                                       OF
                     JUJIAN JINJIANG PACIFIC SHOES CO., LTD.
                             (English Translation)

Party A: Fujian Jinjiang Pacific Shoes Co., Ltd.
Party B: Wang Qinghe, Guangxi Province

For the purpose of promoting the sale of products with Bepure brand ("Products")
in the territory  agreed by the Parties hereto,  expanding the share of products
in such territory and deepening the  cooperation of the Parties,  subject to the
Contract  Laws of the  People's  Republic  of China,  Party A and Party B shall,
under the  principles  of free will and  co-benefit,  enter  into the  following
agreement upon amiable negotiation:

1    PRECONDITIONS OF PARTY B

1.1  Party B shall  provide  its I.D.  card or  business  license and the copies
     thereof, and shall be liable for the truthful of such materials;

1.2  Party B shall pay RMB1.05  million as  prepayment  within 5 to 25 days upon
     the  signature  or seal  on this  Agreement,  Party  A may  terminate  this
     Agreement if Party B fails to observe the said provisions;

1.3  Funds used by Party B for the  distribution of Party A's products shall not
     be less than RMB1.8 million;

1.4  Party B shall  provide at least 85  outlets  with  terminal  images for the
     distribution of products with Baopiao brand; and

1.5  The dimensions of distribution  office of Party B shall not be less than 30
     m2, which shall exhibit the products hereto.

2    TERRITORY

2.1  Party A authorizes  Party B distribute  the products and Party B shall make
     wholesale or retails in the territory of Guangxi Province ("Territory ") as
     referred below:

                                    Territory



                                       1
<PAGE>
     The blank in such form shall be completed correspondingly.

2.2  Party A represents that Party B shall be the exclusive  distributor in such
     territory  and may not  authorize  any  other  individual  or entity as the
     distributor of the products.

2.3  Party B shall carry out marketing progress in the territory within 3 months
     upon the date of this Agreement; otherwise, Party A may authorize any other
     individual or entity to market the territory un-marketed by Party B.

3    TERM

3.1  The term of this  Agreement  ("Term")  shall be one years  commencing  from
     April 30, 2009 to April 30, 2010.

4    SALES TARGET

4.1  The sales  target  should be  fulfilled by Party B within the term shall be
     RMB7.1 million, which shall be calculated as the payment made to Party A to
     Party B for the products purchased.

4.2  Any or all preferential  policies of Party A shall be applied to Party B if
     such sales target has been fulfilled.

5    EXPENSES AND PAYMENT TERM

5.1  All  products  distributed  by Party B shall be  purchased  from Party A at
     factory prices.

5.2  Party B shall be  obligated  to fulfill the annual  sales  target and shall
     guarantee  that at least 95% of the payment for the products  sold shall be
     made prior to April 30, 2010, if fails,  (i) no award referred herein shall
     be granted to Party B; and (ii) Party A may  terminate  this  Agreement and
     require the compensation therefrom.

5.3  Transport.  All  expenses  arising  from  the  transport  of  products  and
     ancillaries,  including the insurance expenses,  handling fees or the costs
     for the  return  of  products,  shall be  borne  by Party B.  Party B shall
     designate  the  freight  terminal  within  Jinjiang  City as carrier and as
     consignee.  All risks and liabilities  arising from such transport shall be
     transferred  to Party B upon the  products  provided  by Party A have  been
     delivered to such freight terminal as designated by Party B.

6    CREDIT LINE AND PREFERENTIAL POLICY

6.1  Credit Line. For the purpose of assisting the marketing  program  conducted
     by Party B, Party A  establishes  a credit  line for Party B subject to the
     market conditions.

6.2  The credit line thereof shall be RMB0.85 million. Any order issued by Party
     B shall not be accepted  and Party A may suspend the delivery to Party B if
     such credit line is overdrawn, Party A may accept such order and affirm the
     corresponding  quantity and  delivery  date only upon the breach of Party B
     thereof has been rectified.

6.3  Party A may make annual  registration  and review on the credit of Party B,
     Party A may adjust or terminate  the credit line provided to Party B if the
     credit of Party B fails to  satisfy  the  requirements  of Party A, in such
     event, any annual preferential support may not be enjoyed by Party B.

                                       2
<PAGE>
7    STATEMENT OF ACCOUNT

7.1  The Parties may establish the  Account-checking  System.  Party A shall fax
     the invoice list indicating the amounts outstanding of yesterday to Party B
     for review and if  correct  upon such  review,  Party B shall  affirm  such
     invoice list with  signature  and fax the same in the same day and mail the
     original copy to Party A thereafter.

7.2  Party  A  shall,  prior  to the  6th day of  each  month,  fax or mail  the
     statement of account to Party B and Party B shall,  prior to the 8th day of
     the same month,  fax the signed and  affirmed  statement  of account or all
     evidences  supporting its demur to such statement of account to Party A and
     mail the original copies to Party A thereafter, if Party B fails to fulfill
     the same, it shall  constitute  the acceptance of such statement of account
     by Party B.

8    ORDER, RETURN OR REPLACEMENT OF PRODUCT

A.   PURCHASE ORDER

8.1  Party A shall  deliver  the  products  to  Party B in  accordance  with the
     purchase order issued and signed by Party B.

8.2  Party A shall  notify  Party B within 3 days upon the  receipt of  purchase
     order  issued by Party B if the same fails to be fulfilled by Party A, then
     such purchase order shall be amended  correspondingly  upon the negotiation
     of the Parties.

8.3  Party B may not cancel any order  issued to Party A without  the consent of
     Party A.

B.   SUPPLEMENTARY ORDER

8.4  Any products or its delivery  date under the  supplementary  order shall be
     agreed by the Parties.  Any such supplementary order faxed shall prevail if
     there is any dispute.

C.   RETURN OF PRODUCT

8.5  No  product  supplied  by  Party  A  may  be  returned  except  those  with
     substantial quality defect or imperfection.

8.6  Party A may refuse to accept any product  returned by Party B by  violating
     the said  stipulations and all expenses arising therefrom shall be borne by
     Party B, provided, however, Party A may provide assistances to the transfer
     of products between or among different territories.

8.7  Party A shall  accept  any  product  returned  by  Party B and  assume  the
     corresponding expenses if the same is defective, provided

     a.   Party B has made the list for such defective  products  collected from
          points  of sale  and  completed  the  Application  for the  Return  of
          Defective  Products  indicating the number,  color,  ex-factory  date,
          defects and return  time of such  products,  in such  event,  the said
          product shall be returned upon the acceptance of such Application;

     b.   Party B has kept the box, package, invoice, certificate of quality and
          the said approval of such products returned for the review by Party A,

                                       3
<PAGE>
          if fails, Party A may refuse to accept such products returned; and

     c.   Party A shall, upon receipt of such products,  confirm its defects and
          determine  the  reasons.  Party A shall notify Party B if such defects
          are due to the  negligence  of Party A or refuse  such  return if such
          defects are due to the reason of Party B or any formalities  necessary
          is not fulfilled by Party B.

9    ADVERTISING AND SUPPORT POLICY

A.   ADVERTISING POLICY

9.1  Party A shall provide all  necessary  advertising  materials  including the
     guideline for the  decoration of franchised  store,  stop board or business
     feature film,  shall support the promotion  programs carried out by Party B
     within the  territory  and assume  certain  expenses for such  promotion as
     agreed by the Parties.

9.2  Any billboard, car card or outdoor advertising carried out by Party B shall
     be subject to the  submission of  Application of Advertising by Party B and
     approval made on the same by Party A.

9.3  If any expense arising from such  advertising is required to be indemnified
     by Party A, Party B shall provide the formal invoice, contract,  photograph
     and sample of such  advertisements  to be  checked,  if fails,  Party A may
     refuse such indemnification.

B.   TERMINAL EXPENSES

9.4  The shelves and cash desks of Party B's franchise  stores shall be provided
     by Party A and all expenses  arising  therefrom  shall be borne by Party B;
     and

9.5  The decoration of terminal shops of Party B shall be carried out by Party B
     in  accordance  with the  requirements  listed in the  materials  and disks
     provided by Party A.

10   INCENTIVE POLICY

     Party B shall  be  obligated  to  provide  the  feedback  information,  the
     information  concerning  the hot  sale  of  competitors'  products  and the
     samples,  and assist Party A to develop the right  products.  Party A shall
     make awards to Party B if any  information  provided is accepted and market
     profit has been acquired therefore.

11   MANAGEMENT RULES

11.1 Party B shall carry out its business operations within the territory.

11.2 Party B may not distribute the products  outside the territory;  otherwise,
     it shall constitute the CROSS REGION SALE of Party B.

11.3 Party B shall  enforce the market rules  provided by Party A and  implement
     the  appropriate   measures  to  prevent  the  Cross  Region  Sale  by  its
     sub-distributors.

11.4 Party B may submit complaint to Party A if any Cross Region Sale is made by
     any other  distributor and shall designate  personnel to assist Party A for
     the investigation of the products related and its source.

                                       4
<PAGE>
11.5 Party B shall repurchase all products under any Cross Region Sale conducted
     by Party B within 7 days, if Party B fails to observe the said  provisions,
     Party A shall  designate  its  personnel  to handle the same,  all expenses
     arising therefrom,  including but not limited to the expenses for travel or
     repurchase  of Products,  shall be borne by Party B which shall be deducted
     from the payment due to Party B, in addition,  all products  repurchased by
     Party A shall be owned by Party A.

11.6 Party A may suspend one week's  supply if the second  Cross  Region Sale is
     made by Party B, while at the third  Cross  Region Sale by Party B, Party A
     may suspend two weeks' supply, claim the damages as CNY 5,000 and terminate
     the exclusive distributor rights within the territory.

12   RIGHTS AND OBLIGATIONS

A.   RIGHTS AND OBLIGATIONS OF PARTY A

12.1 Party A shall  provide the  marketable  products  with good  qualities  and
     continually  develop new  products to satisfy the market  requirements  and
     safeguard the interests of distributor.

12.2 Party A shall, at its best efforts,  to provide the  advertising  materials
     quarterly for the products;

12.3 Party A may check and  supervise  the  pricings  of Party B, in any  event,
     Party B shall sell the products at the prices  suggested by Party A and may
     not make any authorized increasing or decreasing.

B.   RIGHTS AND OBLIGATIONS OF PARTY B

12.4 During  the term and any other time  thereafter,  Party B is  obligated  to
     inform Party A if any  counterfeit  products or the  infringement of Bepure
     brand is found and provide the necessary assistances.

12.5 Party A may not transfer or assign the distribution rights hereunder to any
     third party without the prior  written  consent of Party A, the Parties are
     the independent contractors,  all businesses or transactions carried out by
     Party B shall be the independent acts of Party B, which shall not incur any
     legal or economic liabilities to Party A.

12.6 Any  formalities or expenses of Party B arising from the fulfillment of tax
     obligations shall be the sole obligation of Party B.

12.7 Any related materials or certificates provided by Party A shall not be used
     by Party B for any other purposes  except the  distribution  hereunder,  if
     Party B fails  to  observe  the said  provisions,  all  legal  or  economic
     liabilities  arising therefrom shall be borne by Party B. In no event Party
     B may provide any guarantee on behalf of Party A.

12.8 During  the term and any  other  time  thereafter,  Party B shall  keep the
     secret of all confidential information acquired from Party A, including but
     not limited to the trade secrets related to the product development, market
     program and distribution strategies etc.

                                       5
<PAGE>
13    LIABILITY

     Either Party  ("Innocent  Party") may terminate  this Agreement and require
     the other Party ("Breaching Party") to pay RMB 0.3million as damages if

13.1 Party B, as Breaching Party,  fails to accept the products ordered with the
     time limit agreed upon the conclusion of Purchase Contract;

13.2 The Breaching Party terminate this Agreement unilaterally during the term;

13.3 Party B, as  Breaching  Party,  violates  the  pricing or any other  market
     policies which disorder the distribution market of Party A;

13.4 Party  B,  as  Breaching  Party,  fails  to  return  the  logos,  adverting
     materials,  handbooks, bill of sale, special stamp or any other instruments
     or samples upon the expiration of term hereof;

13.5 Party B, as Breaching Party,  fails to observe the state policies,  laws or
     regulations and is adjudicated to shut off or suspend business operations;

13.6 For  the  purpose  of  illegal  benefits,  Party  B,  as  Breaching  Party,
     distribute the counterfeit products or use the trademark of Party A without
     the prior written consent of Party A; or

13.7 Party B fails to observe the obligations hereunder,  in such event, Party A
     may suspend the delivery of products or terminate this Agreement.

14   EXPIRATION OR TERMINATION

14.1 Either  Party  shall  make  written  notice  at least 1 month  prior to the
     expiration  hereof  to the  other  Party if it is  intended  to renew  this
     Agreement.

14.2 Upon the expiration or termination hereof for any causes

     a.   Party B shall return all materials, certificates, stamps, instruments,
          advertising materials, bill of sale and any other information provided
          by Party A;

     b.   Party  B  shall  cease  the use of all  trademarks,  logos,  promotion
          materials, shelves and materials; and

     c.   Party B  shall  inspect  the  accounts  with  Party  A  within  5 days
          thereafter and pay all amounts  outstanding  within 60 days, if fails,
          damages  shall  be paid to  Party A  calculated  as 1% of the  amounts
          unpaid per each day delayed.

15   MISCELLANEOUS

15.1 The  corresponding  market  management rules provided by Party A during the
     term hereof shall be the Schedule of this  Agreement  and shall be observed
     by Party B.

15.2 Without the written authorization of Party A, no employee may not borrow or
     collect of any amounts from or require the transfer of products  from Party
     B or its  sub-distributor  or  terminal  operators,  if fails,  all  losses
     suffered therefrom shall be borne by Party B solely.

15.3 Any  change  to the name and  number  of bank  account  of Party A shall be
     subject to the written notice issued by the General Manager of Party A.

                                       6
<PAGE>
15.4 As a form contract,  except the blank may be completed in handwriting,  all
     other  contents shall be printed,  any amendment  thereof shall be null and
     void without the  affirmations  of Party A and Party B with  signatures  or
     common seal.

15.5 Any dispute  between the Parties  hereto shall be settled  through  amiable
     negotiation, if fails, either Party may bring a lawsuit before the People's
     Court where Party A is located.

15.6 Any issues unmentioned herein shall be subject to the separate  negotiation
     of the Parties and supplementary agreement.

This Agreement shall be executed in duplicate;  each Party shall have one, which
shall come into effect upon the signatures or seals by the Parties hereto.

             Party A                                            Party B


Name: Jujian Jinjing Pacific Shoes Co., Ltd. (seal)     Name: /s/ Wang Qinghe

Address:                                                Address: Guangxi Nanning

Legal Representative: /s/ Li Haiting                    Legal Representative:


                                       7

EX-16.1

                                                                    Exhibit 16.1

                              WOLLEMI MINING CORP.

                       Room 42, 4th Floor, New Henry House
                        10 Ice Street, Central, Hong Kong


                                                                November 5, 2009

Chang G. Park, CPA, Ph. D
2667 Camino Del Rio S. Plaza B
San Diego, California 92108-3707

     Re: Dismissal as Auditor

Dear Sir:

     We are  writing to you to formally  notify you that our board of  directors
adopted resolutions authorizing and formally appointing PKF, CPA as our auditors
for the  fiscal  year  ending  December  31,  2009.  Accordingly,  we are hereby
formally  notifying  you of  your  dismissal  as our  independent  auditor  with
immediate effect.

     We have prepared a draft of a current report on Form 8-K that discloses the
change of  auditors.  We would  greatly  appreciate  it if you could  review the
report and confirm for us whether you agree with the statements contained in the
report regarding your firm.

     On behalf of Wollemi  Mining Corp. and our board of directors we would like
to thank you for the services  you have  provided to us and we wish you the best
of luck in your future endeavors.

                                Very truly yours,

                                Wollemi Mining Corp.


                                By: /s/ Yi Chen
                                   ------------------------------
                                Name:  Yi Chen
                                Title: Chief Executive Officer

EX-16.2

                                                                    Exhibit 16.2

November 5, 2009


U.S. Securities & Exchange Commission
Office of the Chief Accountant
100 F Street, NE
Washington, DC 20549


I have read the  statements  about my firm included under Item 4 in the Form 8-K
filing dated November 5, 2009 of Wollemi Mining Corp. and I am in agreement with
the statements contained therein.

Very truly yours,


/s/ Chang G Park
- ----------------------------
Chang G. Park, CPA

EX-21.1

                                                                    Exhibit 21.1

                              LIST OF SUBSIDIARIES


Wollemi Mining Corp. has the following subsidiaries and affiliates:



                                                  Jurisdiction of
                                                  Incorporation or
Subsidiaries' or Affiliate's Name                 Organization                    Percentage of Ownership
- ---------------------------------                 ------------                    -----------------------


Peakway Worldwide Limited                         British Virgin Islands        100% by Wollemi Mining Corp.

Alberta Holdings Limited                          Hong Kong                     100% by Peakway Worldwide Limited

Fujian Jinjiang Pacific Shoes Co., Limited        PRC                           100% by Alberta Holdings Limited

Fujian Baopiao Light Industry Co., Limited        PRC                           100% by Alberta Holdings Limited

EX-99.1

                                                                    Exhibit 99.1

           WOLLEMI MINING CORP ANNOUNCES COMPLETION OF REVERSE MERGER
                WITH OWNER OF LEADING CHINESE FOOTWEAR COMPANIES;
              PLANS TO CHANGE NAME TO PACIFIC BEPURE INDUSTRY INC.

          FAST GROWING PACIFIC BEPURE FOOTWEAR BRAND "BAOPAIO" IS AMONG
                          THE MOST RECOGNIZED IN CHINA

     *    49% Growth in Revenues and 59% Advance in Net Income  Achieved in 2008
          As Footwear Companies Repositioned For Future Growth
     *    Double Digit Revenue Growth Reported in 2009 First Half on Strength of
          Foreign  Footwear Sales Despite  Sluggish  Domestic  Environment;  Net
          Income Was Down 7% as Selling Prices Were Maintained
     *    Mr.  Haiting Li, Newly  Elected  Chairman and CEO,  Sees Start of U.S.
          Trading as Significant Step in Executing Growth Strategy
     *    Five New Directors Appointed

JINJIANG CITY,  FUJIAN PROVINCE,  P.R. CHINA- November 12, 2009 - WOLLEMI MINING
CORP. (OTC BB:WOLI)  announced today the completion of a reverse merger with the
sole  shareholder of Peakway  Worldwide  Limited,  whose operating  subsidiaries
design,  manufacture  and sell their own branded and  moderately  priced  casual
sports, athletic,  outdoor,  business and travelling series  footwear--primarily
for women--throughout China and South America.  Domestic sales are largely under
the  widely  known  brand  name   "Baopaio"  (or  "Bepure").   These   operating
subsidiaries--with  nearly 600  employees and three  production  lines--produced
more than 2.2 million pairs of shoes and  approximately  $20 million in sales in
2008,  and now  constitute  the  primary  operations  of  Wollemi  Mining  Corp.
("Wollemi  Mining",   "Wollemi,"  or  the  "Company")  which,  pending  required
approvals,  plans to change its name to Pacific Bepure Industry Inc. The Company
is now  headquartered  in Jinjiang  City,  often  referred  to as the  "footwear
capital"  of China,  which has  emerged  as the  world's  largest  consumer  and
exporter of shoes.

Mr.  Haiting Li, who was named  Chairman and CEO of the Company upon the closing
of the transaction, stated, "We have taken a number of critical steps since 2008
to strengthen  the rapidly  growing  footwear  business we began nearly 16 years
ago, and to prepare it for continuing  strong growth in the new decade ahead. Of
note, we have  reorganized  our sales and  distribution in China to be closer to
the market and more  competitive,  increased  marketing  expenditures to broaden
awareness of the Baopaio  brand,  begun to build a new factory to further reduce
costs and greatly  expand our capacity and broaden our product  line,  added new
technology  throughout  the  organization  and  developed a  substantial  export
business.  We believe  having our shares  trade in the U.S.  is another key step
that will help in gaining  access to potential  financing if needed to speed our
growth and also help raise awareness internationally of our Bepure brand."
<PAGE>
THE TRANSACTION

In connection with the transaction, Wollemi Mining issued 10.5 million shares of
common stock or about 70% of its issued and  outstanding  shares to the owner of
Peakway,  in exchange  for 1,000  shares of Peakway.  Immediately  after  giving
effect to the exchange,  Wollemi had 15 million shares outstanding.  Wollemi has
filed a  Current  Report  on Form  8-K with the  U.S.  Securities  and  Exchange
Commission  on  November  12,  2009  describing  in more detail the terms of the
reverse merger.

FIVE NEW DIRECTORS

Upon closing of the reverse transaction,  Mr. Haiting Li, 45, who had previously
served as Chairman and CEO of the Company's footwear subsidiaries, was appointed
Chairman of the Board and CEO of the  Company.  Also named to the Board were Mr.
Rongyan Ding and three  independent  directors--  Mr. Erik Vonk, Mr. Fuhsin Chen
and Ms. Minghua Liu.

2008 FINANCIAL RESULTS FOR OPERATING SUBSIDIARIES

Prior  to  the  reverse  acquisition,  Wollemi  was  primarily  engaged  in  the
acquisition  and  exploration  of mining  properties  and had not  realized  any
revenues.  Therefore,  the  financial  results  below  rely  on  the  pre-merger
statistics  of the  Chinese  footwear  subsidiaries  to  provide  year-over-year
comparisons.

For the year ended  December  31.  2008,  revenues  grew  49.25% to  $20,131,118
compared  to  $13,488,136  in 2007.  Net  income  in 2008  increased  59.06%  to
$4,436,018 compared to net income of $2,788,881 a year earlier.

The Company attributed the sharp gain in revenues despite the onset of recession
to a number of factors. In particular, the Company expanded its sales network of
distributors  to broaden its reach across 24  provinces in China.  Additionally,
through market oriented  research and  development,  the Company made a specific
effort to develop innovative  localized products suitable to each market. At the
same time,  it  continued  efforts to enrich the Baopaio  brand--known  for such
innovations  as  height  enhancement  and  anti-odor   technology--and   promote
recognition of it, with a particular focus on ensuring its trend-setter position
in sports and leisure shoes for women.

While the strongest growth during the year occurred in the domestic northern and
southern markets (+73% and +64%  respectively)  the Company was pleased with the
growth  in its  eastern  markets  (+17%)  which  was a  particular  focus of its
efforts.  Of special  significance,  $3,231,000  in 2008 sales were from foreign
export markets, mainly Chile and Peru in South America.

In addition to increased  sales,  the Company said that careful cost management,
more rapid  inventory  turnover and a reasonable  pricing  strategy  resulted in
slightly  higher  gross profit  margins  (35.30%)  compared to 2007.  Net profit
margins for the year also increased from 20.68% in 2007 to 22.04%.
<PAGE>
FINANCIAL RESULTS IN THE FIRST SIX MONTHS OF 2009

While the  Company was  combating  the  effects of the world  financial  crisis,
revenues  in the first  half of 2009  continued  to grow,  but at a lower  pace.
Revenues in the first half ended June 30, 2009 were $7,061,013, or approximately
13% higher than the $6,250,588 reported in the same period last year.

Domestic  sales were impacted in  particular  in the northern  region due to the
cancellation  in  this  period  of  a  distribution   contract  by  one  of  the
distributors. The Company has since made efforts to replace this distributor. In
other areas growth was sluggish. The bright spot in the period, however, was the
growth in sales from goods handled  through an export agent,  shipped  mainly to
South  America,  which  saw a 61.76%  gain  over the same  period  last year and
contributed approximately 35% of total revenues.

To fight the slower market  domestically,  the Company  incurred higher costs to
introduce  new styles and  increase  promotional  efforts.  Nevertheless,  gross
profits  margins were about the same  (34.07%) as in 2008,  and gross profits in
the period rose 12.91%  compared  with same  period  last year.  However,  while
expenses  in the period  increased,  the Company  made the  decision to maintain
prices,  and this was a key factor in the decrease in net profit  margins in the
period to 18.37%  compared with 22.36% a year earlier.  The effect on net profit
was a decline of $100,370,  or approximately 7.18% to $1,297,326,  compared with
$1,397,696 in the first half of 2008.

Of  significance  in the period,  the Company  continued  to move  forward  with
changes  in the mode of its  distributorships  that it  began  in 2008  with the
establishment  of its own retail outlets in major cities across China and, going
forward, believes this will have a favorable effect on sales.

In addition,  the Company continued with efforts to build a new factory which it
expects will permit at least a 50% increase in  production  and lower costs,  in
particular by enabling it to reduce the amount of production that currently must
be contracted out to other manufacturers.

OUTLOOK

Commenting  on the future  outlook  for the  Company,  Mr. Li stated,  "While we
operate in a highly  competitive  market,  the opportunity for continuing strong
future growth is quite substantial. Domestically, while China is now the world's
largest shoe market,  shoe purchases  represent  approximately only .02% of GDP,
whereas in the U.S., it is about 2%, leaving lots of room for continuing  growth
as the middle  class in China  continues  to expand.  Further,  we have the good
fortune of a brand that not only is well known,  but also is recognized as being
one of the favorite products purchased by consumers. With our continuing flow of
market  sensitive new products,  expanded  production  capacity and the improved
control we are developing in distribution with our own stores,  I'm confident of
continuing success in an improving economy."
<PAGE>
He added,  "We also see a very  bright  future in the  foreign  markets  we have
entered. In South America, in particular, we are reaching a growing middle class
female  population  eager to expand their wardrobes and to own shoes that permit
them to enjoy leisure  activities  just as is the case in China.  We see similar
opportunities ahead in Eastern Europe, in particular, but also are continuing to
explore  opportunities  in North  America,  where we believe our  reputation for
fashionable,  comfortable, moderately priced footwear should prove attractive to
consumers there as well."

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, the statements in this press
release are forward-looking statements that are made pursuant to the safe harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements  involve known and unknown risks and  uncertainties,
which may cause our actual results in future periods to differ  materially  from
forecasted results.  These risks and uncertainties  include, among other things,
product demand, market competition,  and risks inherent in our operations. These
and other  risks are  described  in our  filings  with the U.S.  Securities  and
Exchange Commission.

CONTACTS:

Haiting Li
Chairman and Chief Executive Officer
Tel: (86 595) 8677 0999
Fax: (86 595) 8677 5388


Ken Donenfeld
DGI Investor Relations
donfgroup@aol.com
Tel: 212-425-5700
Fax: 646-381-9727


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