SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made as of the 31^st day of March, 2006

AMONG: JML Holdings, Inc., (“JML”), a Nevada corporation

AND: BAO SHINN EXPRESS INTERNATIONAL LTD., (“Bao Shinn”)

a Hong Kong corporation

AND: Bao Shinn Express Company Ltd., Wong Yun Leung, Kan Pan Hung, Chiu Lin Chiu Luan, Lam In Wai, Pang Hoi Ping, (the “Bao Shinn Shareholders”)

(all collectively referred to as “the Parties”)

WITNESSES THAT WHEREAS:

A.	Bao Shinn is engaged in the business of selling passenger tickets for a number of airlines and providing travel package services.

B.	The Bao Shinn Shareholders are the owners, of record and beneficially, of all the issued and outstanding capital stock and ownership interests of Bao Shinn (the “Bao Shinn Shares”).

Subject only to the limitations and exclusions contained in this Share Exchange Agreement (the “Agreement”) and on the terms and conditions set forth below, Bao Shinn and the Bao Shinn Shareholders desire to sell and JML desires to purchase all of the Bao Shinn Shares, in exchange for shares in the common stock of JML.

NOW THEREFORE, in consideration of the respective covenants, representations, warranties and agreements contained in this Agreement, and intending to be legally bound, the Parties agree as follows:

1.0 RECITALS The above recitals are incorporated into and shall form part of this Agreement.

2.0

DEFINITIONS

2.1

“Agreement” means this Share Exchange Agreement and all of its attached exhibits and schedules; “hereof,” “hereto,” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular Section or paragraph; “Section,” “paragraph” or “clause” means and refers to the specified article, section, paragraph or clause of this Agreement;

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2.2

“Acquired Assets” means all right title and interest of Bao Shinn in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired primarily relating to or used or held for use in connection with the business of Bao Shinn;

2.3	“Assumed Liabilities” means any and all liabilities, obligations and commitments relating exclusively to the Business or the Acquired Assets;

2.4	“Bao Shinn” has the meaning set forth in the preface above, and for the purposes of the representations, warranties, covenants and agreements herein, includes all subsidiaries;

2.5 “Bao Shinn Shares” has the meaning set forth in the recitals above;

2.6 “Bao Shinn Shareholders” has the meaning set forth in the preface above.

2.7

“Business” means the business of selling passenger tickets for a number of airlines and providing travel package services and all other business presently and heretofore carried on by Bao Shinn, to be acquired by JML pursuant to this Agreement, consisting of the Bao Shinn Shares, the Acquired Assets, and the Assumed Liabilities;

2.8	“Closing” means the completion of the sale and purchase of the Bao Shinn Shares by the transfer and delivery of documents of title and the payment of the purchase price as contemplated in this Agreement;

2.9	“Closing Date” means the 31st day of March, 2006, or such other date as the Parties may agree as to the date upon which the Closing shall take place;

2.10	“Closing Time” means 4:00 p.m. Hong Kong time on the Closing Date or such other time on the Closing Date as the Parties may agree;

2.11	“GAAP” means generally accepted accounting principles, either in Hong Kong or the United States, as the context requires or as otherwise indicated, consistently applied as in effect from time to time;

2.12 “JML” has the meaning set forth in the preface above;

2.13	“JML Shares” means 16,500,000 common shares in the capital stock of JML to be issued to the Bao Shinn Shareholders in full payment and satisfaction of the Purchase Price. The distribution of the JML Shares shall be pursuant to the distribution set forth on Schedule 1;

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2.14 “Purchase Price” shall have the meaning set forth in Section 4.2 below;

2.15 “SEC” means the United States Securities and Exchange Commission;

2.16	“Securities Act” means collectively the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

3.0 SCHEDULES AND EXHIBITS

3.1 The following are the Schedules and Exhibits annexed hereto and incorporated by reference and deemed to be part of this Agreement:

Schedule 1 - Distribution of Shares of JML Holdings Corp. to Bao Shinn

Shareholders

Schedule 2 - Audited Financial Statements of Bao Shinn for the years ended

March 31, 2004 and 2005 and three months ended June 30, 2005,

and Consolidated Financial Statements of JML and Bao Shinn

Schedule 3 - Tenancy Agreement of Bao Shinn

Schedule 4 - Merger Agreement

4.0 SALE AND PURCHASE

4.1 Share Acquisition. Subject to and upon the terms and conditions set forth in this Agreement, on the Closing Date, the Bao Shinn Shareholders will sell to JML, and JML will purchase all right, title and interest in and to all classes of shares of Bao Shinn (the “Bao Shinn Shares”) then outstanding.

4.2 Purchase Price. The purchase price payable by JML to the Bao Shinn Shareholders for the Bao Shinn Shares is $1,650,000.00 in U.S. currency (the “Purchase Price”) payable on the Closing Date by the issuance of 16,500,000 common shares in the capital stock of JML (the “JML Shares”).

4.3 Registration for Resale. Upon completion of the sale and transfer of the Bao Shinn Shares to JML, JML shall also file a Form SB-2 or similar registration statement with the SEC covering the sale of up to 2,500,000 shares in the common stock of JML held, or to be held by current and future shareholders of JML.

4.4 Quotation on OTCBB. Immediately upon the effectiveness of a registration statement filed with the SEC registering a class of securities of JML, JML will apply and take all necessary steps to have trades in its shares cleared for quotation on the NASD Over-the-Counter Bulletin Board.

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4.5 Financing. Upon quotation of the Bao Shinn Shares on the NASD Over-the-Counter Bulletin Board, JML shall complete a registered public offering of a minimum of 1,000,000 shares and a maximum of 2,000,000 shares of its common stock (the “Public Offering”) at an estimated price of USD $0.30 per share for gross proceeds of between USD $300,000 and USD $600,000 before commissions. Commissions on the Public Offering will be 3.0% of the gross proceeds. JML will file a Form SB-2 or similar registration statement with the SEC in order to register the Public Offering for sale to the public.

4.6 Closing. The Closing shall take place at the Closing Time at the offices of Bao Shinn, or at such other time and place as may be agreed to by Bao Shinn and JML.

5.0 REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER

5.1 Right to Sell. Each Bao Shinn Shareholder, with respect to the Bao Shinn Shares held by such shareholder, represents and warrants that they are the sole registered and beneficial owner of the Bao Shinn Shares held by them, free and clear of all liens, charges, pledges, security interests, demands, adverse claims, rights, or other encumbrances whatsoever, and no person, firm or corporation other than JML now or at Closing will have any right, option, agreement or arrangement capable of becoming an agreement for the acquisition of any of the Bao Shinn Shares held by them or any interest therein.

5.2 Due Authorization. Each Bao Shinn Shareholder represents and warrants that such Shareholder is legally competent to enter into this agreement, that each such Shareholder has all necessary power, authority and capacity to enter into this Agreement and to perform the obligations hereunder, that each such Shareholder is entering into this Agreement free of duress or other non-disclosed inducement. Each Bao Shinn Shareholder represents that they have either sought legal counsel for purposes of review and advice concerning this Agreement or have intentionally waived such legal counsel.

5.3 Valid and Binding Obligation. This Agreement when executed will constitute the legal, valid, and binding obligation of each Bao Shinn Shareholder hereunder, enforceable against each Bao Shinn Shareholder in accordance with its terms.

5.4 Litigation and Claims. There is no suit, action, litigation, investigation, or administrative, governmental, arbitration or other proceeding, including without limitation appeals and applications for review, in progress, or to the best knowledge and belief of each Bao Shinn Shareholder, pending or threatened against or relating to the Bao Shinn Shareholder, or affecting its respective properties or business, or affecting the right of such Shareholder to enter into this Agreement or perform Shareholder’s obligations hereunder.

5.5 Residency. Each Bao Shinn Shareholder represents and warrants to JML that they are not a resident of the United States and will not be a resident of the United States at the Time of Closing, and that they were not in the United States at the time this Agreement was signed by such shareholder.

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6.0 REPRESENTATIONS AND WARRANTIES OF BAO SHINN

6.1 Due Authorization. Bao Shinn has all necessary corporate power, authority and capacity to enter into this Agreement and the agreements and other instruments contemplated herein and to perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder have been, and on the Closing Date will have been, duly authorized by all necessary company action on the part of Bao Shinn. Bao Shinn has all necessary power, authority and capacity to enter into this Agreement and the agreements and other instruments contemplated herein and the consummation of the transactions contemplated hereunder. This Agreement when executed constitutes, and on the Closing Date will constitute legal, valid and binding obligations of Bao Shinn, enforceable against Bao Shinn in accordance with its terms.

6.2 Organization and Good Standing. Bao Shinn is a corporation, duly incorporated, duly organized, validly existing, and in good standing under the laws of Hong Kong, and has all necessary power, authority and capacity to own or lease its property and assets (including, without limitation, the Acquired Assets) and to carry on the Business as presently conducted by it. Neither the nature of the Business nor the location or character of the property owned or leased by Bao Shinn requires Bao Shinn to be registered, recorded, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than in Hong Kong.

6.3 Financial Statements. Bao Shinn represents and warrants to JML that the unaudited financial statements of Bao Shinn for the years ended March 31, 2004 and 2005 and for three months ended June 30, 2005 (the “Financial Statements”), attached hereto as Schedule 2, have been delivered to JML, and are prepared in accordance with GAAP and are true, correct, and complete and such financial statements present fairly the financial condition and the results of opera-tions, changes in equity, and cash flow of Bao Shinn as at the respective dates of and for the periods referred to in such financial statements, subject to adjustments that to the Best of Bao Shinn’s Knowledge are not material.

6.4 Assets. Bao Shinn has good title to all Acquired Assets free and clear of all Liens, except liens for current taxes not yet due. Prior to Closing, and on request of JML, Bao Shinn will provide any and all true and correct copies of instruments by which Bao Shinn holds property and inter-ests, all contracts, all insurance policies, opinions, abstracts, and surveys in the possession of Bao Shinn and relating to such the ownership or contractual rights to the Acquired Assets.

6.5 No Undisclosed Liabilities. Except to the extent reflected or reserved against in the Financial Statements (including the notes thereto), or incurred subsequent to the date thereof, Bao Shinn does not have any material outstanding indebtedness or any material liabilities or obligations (whether accrued, determinable, absolute, contingent or otherwise).

6.6 Taxes. Bao Shinn has filed or caused to be filed, on a timely basis since inception, all federal, municipal or local tax returns that are or were required to be filed by or with respect to any of them, either separately or as a member of a group, pursuant to applicable legal requirements. All tax returns filed by (including any on a consolidated basis) Bao Shinn are true, correct, and complete.

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6.7 Litigation and Claims. There is no suit, action, litigation, labour grievance or complaint, investigation, or administrative, governmental, arbitration or other proceeding, in progress, or to the best knowledge and belief of Bao Shinn pending or threatened against or relating to Bao Shinn, or affecting its respective properties or the Business, or affecting the Acquired Assets, or affecting the right of JML to enter into this Agreement or perform JML’s obligations hereunder.

6.8 Leases. Bao Shinn is not a party to or bound by any leases of real property or agreements in the nature of leases of real property, or agreements to enter into such leases, other than those referred to in Schedule 3. All rental and other payments required to be paid by Bao Shinn pursuant to such leases or agreements have been duly paid and Bao Shinn is not otherwise in default in meeting their obligations under any such leases or agreements. No consent of any parties to such leases, licenses or agreements (other than Bao Shinn) is required by reason of the transactions contemplated hereby.

6.9 Employees and Employment Contracts. There are set forth in Schedule 4 the names and titles of all the directors and officers of Bao Shinn, and of all personnel employed or engaged in the Business, together with particulars of the material terms and conditions of employment or engagement of such persons, including rates of remuneration, benefits and positions held.

6.10 No Guarantees. Bao Shinn has not given or agreed to give, or are a party or bound by, any indemnity, or any guarantee of indebtedness or other obligations of third parties or any other commitment by which Bao Shinn or the Business is or is contingently responsible for such indebtedness or other obligations.

7.0 REPRESENTATIONS OF JML

7.1 Due Authorization. JML has all necessary corporate power, authority and capacity to enter into this Agreement and the agreements and other instruments contemplated herein and to perform its respective obligations hereunder. This Agreement when executed constitutes, and on the Closing Date will constitute legal, valid and binding obligations of JML, enforceable against JML in accordance with its terms.

7.2 Organization and Good Standing. JML is a corporation, duly incorporated in September of 2005, duly organized, validly existing, and in good standing under the laws of Nevada. JML will deliver to Bao Shinn on request, prior to Closing, copies of its Organizational Documents as currently in effect.

7.3 Assets and Liabilities. JML represents and warrants to Bao Shinn that JML is in the business of seeking an acquisition target and completing an acquisition thereof and as such has no assets or liabilities that would materially affect the business of Bao Shinn upon closing of the transactions contemplated hereby.

7.4 Share Issuances. As at the date of this Agreement the issued and outstanding share capital of JML consists of 5,000,000 shares of common stock issued at USD $0.01 per share. These shares are subject to restrictions on resale pursuant to U.S. Federal securities laws and may only be resold in accordance with such laws, including pursuant to an effective registration statement. These shares are subject to restrictions on resale pursuant to U.S. Federal securities laws. The proceeds to JML from the sale of these shares will be applied towards the expenses incurred or to be incurred in connection with the transactions contemplated in this Agreement.

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7.5 Litigation and Claims. There is no suit, action, litigation, labour grievance or complaint, investigation, or administrative, governmental, arbitration or other proceeding in progress, pending or threatened against or relating to JML.

7.6 Full Disclosure. No representation or warranty of JML in this Agreement contains any untrue statement or omits to state a material fact.

7.7 Officers, Directors and Employees. JML has one officer and director, namely Kevin Polos, and has no employees.

8.0

CONDITIONS PRECEDENT TO THE PERFORMANCE BY JML AND BAO SHINN OF THEIR OBLIGATIONS UNDER THIS AGREEMENT

8.1 JML’s Conditions. The obligation of JML to complete the purchase of the Bao Shinn Shares hereunder shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of JML and may be waived by JML in whole or in part):

(a) Due Diligence Review. The completion by JML of, to its satisfaction acting reasonably, a due diligence review of the affairs and business of Bao Shinn, such review to concluded on or before December 31, 2005, and all matters arising therefrom having been resolved prior to the Closing Time.

(b) Truth and Accuracy of Representations of Bao Shinn at Closing Time. All of the representations and warranties of Bao Shinn and the Bao Shinn Shareholders made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby).

(c) Performance of Obligations. Bao Shinn shall have complied with and performed in all respects its obligations, covenants and agreements herein.

(d) Approvals. Bao Shinn’s Board of Directors, by proper and sufficient vote respectively, shall have approved this Agreement and the transactions contemplated hereby.

8.2 Bao Shinn’s Conditions. The obligation of Bao Shinn to complete the sale of the Acquired Assets hereunder shall be subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of Bao Shinn and may be waived by Bao Shinn in whole or in part):

(a) Truth and Accuracy of Representations of JML at Closing Time. All of the representations and warranties of JML made in this Agreement shall be true and correct in all material respects as at the Closing Time and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted hereby).

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9.0 COVENANTS OF JML AND BAO SHINN

9.1 Covenants of Bao Shinn. Bao Shinn covenants and agrees to do the following:

(a) Conduct Business in Ordinary Course. Except as otherwise contemplated or permitted by this Agreement, the Shareholders shall cause Bao Shinn during the period from the date of this Agreement to the Closing Time, to conduct the Business in the ordinary and usual course thereto and not, without the prior written consent of JML, to enter into any transaction or do any thing which, if effected before the date of this Agreement, would constitute or would cause a material breach of the covenants, representations and warranties contained herein. On Closing, Bao Shinn shall provide JML with updated financial statements, which can be management prepared, which shall comprehensively reflect all material changes and the financial position of Bao Shinn from December 31, 2002 up to the date of this Agreement.

(b) Financial Statements. Bao Shinn will provide JML with audited financial statements prepared in accordance with U.S. GAAP and SEC filing requirements for a Form SB-2 registration statement on or before December 31, 2005 (Subject to change).

(c) Correctness of Representations and Warranties. The Bao Shinn Shareholders and Bao Shinn shall cause each of the covenants, representations and warranties of Bao Shinn contained herein, including, without limitation, Section 6.0, to remain true and correct until and at each of the Closing Date and the Closing Time.

(d) No Encumbrances. Each Bao Shinn Shareholder shall deliver to JML all right, title and interest in the Bao Shinn Shares, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, demands, rights and other encumbrances of any nature or kind.

(e) Board Approval. Bao Shinn shall obtain the adoption and approval of this Agreement and the transactions contemplated thereby from its Board of Directors or as otherwise required by British Columbia Law.

9.2 Covenants of JML. JML covenants and agrees that JML shall do the following:

(a) Correctness of Representations and Warranties. JML shall cause each of the covenants, representations and warranties of JML contained herein to remain true and correct until and at each of the Closing Date and the Closing Time.

(b) Board Approval. JML shall obtain the ratification, adoption and approval of this Agreement and the stock issuances and transactions contemplated thereby from its Board of Directors or as otherwise required by Nevada Law.

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10. CLOSING

10.1 Date and Location of Closing. The Closing of the transactions contemplated in this Agreement shall occur no later than 4:00p.m. time on March 31, 2006, at the offices of Bao Shinn, or such other date and location agreed to by Bao Shinn and JML.

10.2 Closing Deliveries of Bao Shinn. At the Time of Closing, Bao Shinn and the Bao Shinn Shareholders, shall deliver the JML:

(a)	share certificates representing the Bao Shinn Shares duly endorsed for transfer to JML;

(b)

certified copies of resolutions of the directors of Bao Shinn authorizing and approving the transfer of the Bao Shinn Shares, registration of the Bao Shinn Shares in the name of JML, the issuance of a new share certificate in the name of JML representing the Bao Shinn Shares, and entry of the name and address of JML into the register of members of the Company;

(c)	Certified copies of resolutions of the directors of Bao Shinn as are to be passed to authorize the execution, delivery and implementation of this Agreement and all related transactions and documents;

(d)	Consents to act as a directors and officers of JML of 2 or more directors and officers nominated by Bao Shinn.

10.3 Closing Deliveries of JML. At the Time of Closing, JML shall deliver to Bao Shinn the following:

(a)	share certificates representing the JML Shares in the names of the Bao Shinn Shareholders in the amounts disclosed in Schedule 2.15;

(b)	certified copies of resolutions of the director(s) of JML authorizing and approving the issuance of the JML Shares, registration of the Bao Shinn Shareholders on the register of members of JML, and the issuance of the new share certificates representing such JML Shares;

(c)	all corporate records and books of account of JML, including without limitation, the minute books;

(d)	certified copies of such resolutions of the director(s) of JML as are to be passed to authorize the execution, delivery and implementation of this Agreement and of all related transactions and documents;

(e)	certified copies of resolutions of the director(s) of JML appointing the nominees of Bao Shinn as officers and directors effective upon Closing; and

(f)	the signed resignations of each director and officer of JML.

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11.0 ADDITIONAL TERMS

11.1 Survival of Representations, Warranties and Covenants of Bao Shinn. The representations, warranties and covenants of Bao Shinn contained in this Agreement or in any agreement, certificate or any other document delivered or given pursuant to this Agreement shall survive the completion of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of JML, shall continue in full force and effect for the benefit of JML for a period of 1 year from the Closing Date.

11.2 Survival of Representations, Warranties and Covenants of JML. The covenants, representations, and warranties of JML contained in this Agreement or in any agreement, certificate or any other document delivered or given pursuant to this Agreement shall survive the completion of the transactions contemplated by this Agreement and, notwithstanding such completion or any investigation made by or on behalf of Bao Shinn, shall continue in full force and effect for the benefit of Bao Shinn for a period of 1 year from the Closing Date.

11.3 Enurement and Assignment. This Agreement shall be binding upon and enure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations contained in this Agreement without the prior approval of the other Parties.

11.4 Whole Agreement. This Agreement constitutes and contains the entire agreement of the Parties, and supersedes any and all prior negotiations, correspondence, understandings, letters of intent and agreements between the Parties.

11.5 Notice. Any notice, request, demand, claim, instruction, or other document to be given to any party pursuant to this Agreement shall be in writing delivered personally or sent by mail, registered or certified, postage fully prepaid, as follows:

If to Bao Shinn, to the following address:

Bao Shinn International Express Ltd.

Flat A & B 8/F 8 Hart Avenue Tsim Sha Tsui

Kowloon, Hong Kong.

Attn: Benny Kan

If to JML, to the following address,

JML Holdings, Inc.

5398 Jamestown Road, San Diego, CA 92117

USA

Attn: Kevin Polis

If to Shareholders, to the following address,

The Shareholders of Bao Shinn

c/o Bao Shinn International Express Ltd

at the address above.

Attn: Happy Pang

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Any party may give any notice, request, demand, claim, instruction, or other document under this section using any other means (including expedited courier, facsimile, ordinary mail, or electronic mail), but no such notice, request, demand, claim, instruction, or other document shall be deemed to have been duly given unless and until it actually is received by the individual for whom it is intended. Any party may change its address for purposes of this section by giving notice of the change of address to the other party in the manner provided in this section.

11.6 Validity. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

11.7 Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

11.8 Signatures. This Agreement may be executed in any number of counterparts, and delivered by facsimile, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and in making proof hereof it shall not be necessary to produce or account for more than one such counterpart.

11.9 Applicable Law. This Agreement shall be construed in accordance with its terms and the laws of the United States.

11.10 Exhibits and Schedules. The exhibits and schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

11.11 Currency. Unless otherwise noted, all dollar amounts herein are in United States currency.

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12.0 SIGNATURES

IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties effective the date noted above:

JML HOLDINGS, INC.

/s/ Kevin A. Polis

Authorized Signatory

Bao Shinn International Express Ltd.

/s/ Ricky Chiu

Authorized Signatory

The Shareholders of Bao Shinn International Express Ltd.

/s/ Ricky Chiu /s/ Wong Yun Leung

Bao Shinn Express Company Ltd Wong Yun Leung

/s/ Kan Pan Hung /s/ Chiu Lin Chiu Luan

Kan Pan Hung Chiu Lin Chiu Luan

/s/ Lam In Wai /s/ Pang Hoi Ping

Lam In Wai Pang Hoi Ping

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SHARE EXCHANGE AGREEMENT

THIS AGREEMENT made as of the 31^st day of March, 2006

AMONG: JML Holdings, Inc., (“JML”), a Nevada corporation

AND: BAO SHINN EXPRESS INTERNATIONAL LTD., (“Bao Shinn”)

a Hong Kong corporation

AND: Bao Shinn Express Company Ltd., Wong Yun Leung, Kan Pan Hung, Chiu Lin Chiu Luan, Lam In Wai, Pang Hoi Ping, (the “Bao Shinn Shareholders”)

(all collectively referred to as “the Parties”)

WITNESSES THAT WHEREAS:

A.	Bao Shinn is engaged in the business of selling passenger tickets for a number of airlines and providing travel package services.

B.	The Bao Shinn Shareholders are the owners, of record and beneficially, of all the issued and outstanding capital stock and ownership interests of Bao Shinn (the “Bao Shinn Shares”).

NOW THEREFORE, in consideration of the respective covenants, representations, warranties and agreements contained in this Agreement, and intending to be legally bound, the Parties agree as follows:

1.0 RECITALS The above recitals are incorporated into and shall form part of this Agreement.

2.0

DEFINITIONS

2.1

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2.2

2.3	“Assumed Liabilities” means any and all liabilities, obligations and commitments relating exclusively to the Business or the Acquired Assets;

2.4	“Bao Shinn” has the meaning set forth in the preface above, and for the purposes of the representations, warranties, covenants and agreements herein, includes all subsidiaries;

2.5 “Bao Shinn Shares” has the meaning set forth in the recitals above;

2.6 “Bao Shinn Shareholders” has the meaning set forth in the preface above.

2.7

2.8	“Closing” means the completion of the sale and purchase of the Bao Shinn Shares by the transfer and delivery of documents of title and the payment of the purchase price as contemplated in this Agreement;

2.9	“Closing Date” means the 31st day of March, 2006, or such other date as the Parties may agree as to the date upon which the Closing shall take place;

2.10	“Closing Time” means 4:00 p.m. Hong Kong time on the Closing Date or such other time on the Closing Date as the Parties may agree;

2.11	“GAAP” means generally accepted accounting principles, either in Hong Kong or the United States, as the context requires or as otherwise indicated, consistently applied as in effect from time to time;

2.12 “JML” has the meaning set forth in the preface above;

2.13	“JML Shares” means 16,500,000 common shares in the capital stock of JML to be issued to the Bao Shinn Shareholders in full payment and satisfaction of the Purchase Price. The distribution of the JML Shares shall be pursuant to the distribution set forth on Schedule 1;

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2.14 “Purchase Price” shall have the meaning set forth in Section 4.2 below;

2.15 “SEC” means the United States Securities and Exchange Commission;

2.16	“Securities Act” means collectively the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

3.0 SCHEDULES AND EXHIBITS

3.1 The following are the Schedules and Exhibits annexed hereto and incorporated by reference and deemed to be part of this Agreement:

Schedule 1 - Distribution of Shares of JML Holdings Corp. to Bao Shinn

Shareholders

Schedule 2 - Audited Financial Statements of Bao Shinn for the years ended

March 31, 2004 and 2005 and three months ended June 30, 2005,

and Consolidated Financial Statements of JML and Bao Shinn

Schedule 3 - Tenancy Agreement of Bao Shinn

Schedule 4 - Merger Agreement

4.0 SALE AND PURCHASE

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4.5 Financing. Upon quotation of the Bao Shinn Shares on the NASD Over-the-Counter

Bulletin Board, JML shall complete a registered public offering of a minimum of 1,000,000 shares and a maximum of 2,000,000 shares of its common stock (the “Public Offering”) at an estimated price of USD $0.30 per share for gross proceeds of between USD $300,000 and USD $600,000 before commissions.

Commissions on the Public Offering will be 3.0% of the gross proceeds. JML will file a Form SB-2 or similar registration statement with the SEC in order to register the Public Offering for sale to the public.

4.6 Closing. The Closing shall take place at the Closing Time at the offices of Bao Shinn, or

at such other time and place as may be agreed to by Bao Shinn and JML.

5.0 REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER

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6.0 REPRESENTATIONS AND WARRANTIES OF BAO SHINN

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7.0 REPRESENTATIONS OF JML

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7.6 Full Disclosure. No representation or warranty of JML in this Agreement contains any untrue statement or omits to state a material fact.

7.7 Officers, Directors and Employees. JML has one officer and director, namely Kevin Polos, and has no employees.

8.0

CONDITIONS PRECEDENT TO THE PERFORMANCE BY JML AND BAO SHINN OF THEIR OBLIGATIONS UNDER THIS AGREEMENT

(c) Performance of Obligations. Bao Shinn shall have complied with and performed in all respects its obligations, covenants and agreements herein.

(d) Approvals. Bao Shinn’s Board of Directors, by proper and sufficient vote respectively, shall have approved this Agreement and the transactions contemplated hereby.

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9.0 COVENANTS OF JML AND BAO SHINN

9.1 Covenants of Bao Shinn. Bao Shinn covenants and agrees to do the following:

9.2 Covenants of JML. JML covenants and agrees that JML shall do the following:

Page - 9

10. CLOSING

10.2 Closing Deliveries of Bao Shinn. At the Time of Closing, Bao Shinn and the Bao Shinn Shareholders, shall deliver the JML:

(a)	share certificates representing the Bao Shinn Shares duly endorsed for transfer to JML;

(b)

(c)	Certified copies of resolutions of the directors of Bao Shinn as are to be passed to authorize the execution, delivery and implementation of this Agreement and all related transactions and documents;

(d)	Consents to act as a directors and officers of JML of 2 or more directors and officers nominated by Bao Shinn.

10.3 Closing Deliveries of JML. At the Time of Closing, JML shall deliver to Bao Shinn the following:

(a)	share certificates representing the JML Shares in the names of the Bao Shinn Shareholders in the amounts disclosed in Schedule 2.15;

(b)	certified copies of resolutions of the director(s) of JML authorizing and approving the issuance of the JML Shares, registration of the Bao Shinn Shareholders on the register of members of JML, and the issuance of the new share certificates representing such JML Shares;

(c)	all corporate records and books of account of JML, including without limitation, the minute books;

(d)	certified copies of such resolutions of the director(s) of JML as are to be passed to authorize the execution, delivery and implementation of this Agreement and of all related transactions and documents;

(e)	certified copies of resolutions of the director(s) of JML appointing the nominees of Bao Shinn as officers and directors effective upon Closing; and

(f)	the signed resignations of each director and officer of JML.

Page - 10

11.0 ADDITIONAL TERMS

If to Bao Shinn, to the following address:

Bao Shinn International Express Ltd.

Flat A & B 8/F 8 Hart Avenue Tsim Sha Tsui

Kowloon, Hong Kong.

Attn: Benny Kan

If to JML, to the following address,

JML Holdings, Inc.

5398 Jamestown Road, San Diego, CA 92117

USA

Attn: Kevin Polis

If to Shareholders, to the following address,

The Shareholders of Bao Shinn

c/o Bao Shinn International Express Ltd

at the address above.

Attn: Happy Pang

Page - 11

11.7 Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

11.9 Applicable Law. This Agreement shall be construed in accordance with its terms and the laws of the United States.

11.10 Exhibits and Schedules. The exhibits and schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

11.11 Currency. Unless otherwise noted, all dollar amounts herein are in United States currency.

Page - 12

12.0 SIGNATURES

IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties effective the date noted above:

JML HOLDINGS, INC.

/s/ Kevin A. Polis

Authorized Signatory

Bao Shinn International Express Ltd.

/s/ Ricky Chiu

Authorized Signatory

The Shareholders of Bao Shinn International Express Ltd.

/s/ Ricky Chiu /s/ Wong Yun Leung

Bao Shinn Express Company Ltd Wong Yun Leung

/s/ Kan Pan Hung /s/ Chiu Lin Chiu Luan

Kan Pan Hung Chiu Lin Chiu Luan

/s/ Lam In Wai /s/ Pang Hoi Ping

Lam In Wai Pang Hoi Ping

Page - 13

Nevada	4700	20-3486523
(State or Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

Baoshinn Corporation A-B 8/F Hart Avenue Tsimshatsui, Kowloon, Hong Kong +852 2815 1355 Fax +852 2722 4008	Luke C. Zouvas, Esq. Applbaum & Zouvas LLP 925 Hotel Circle South, San Diego, CA 92108 (619) 688-1715 fax: (619) 688-1716
(Address and telephone of registrant's executive office)	(Name, address and telephone number of agent for service)

Securities To Be Registered	Amount To Be Registered	Offering Price Per Share[1]	Aggregate Offering Price	Registration Fee [2]
Common Stock offered by the Company	2,500,000	$0.30	$750,000	$80.25
Common Stock offered by Selling Shareholders	2,500,000	$0.30	$750,000	$80.25

Price Per Share	Aggregate Offering Price Minimum Maximum		Net Proceeds to Baoshinn Corp. * Minimum Maximum
Common Stock offered by Baoshinn- $0.30	$300,000	$750,000	$200,000	$650,000
Common Stock offered by selling shareholders- $0.30	$750,000	$750,000	Nil	Nil
Total	$1,050,000	$1,500,000	$200,000	$650,000

	Page No.
SUMMARY OF PROSPECTUS	5
RISK FACTORS
Risk factors	7
Cautionary statement regarding forward-looking statements	10
USE OF PROCEEDS	10
DETERMINATION OF THE OFFERING PRICE	10
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES	10
SELLING SECURITY HOLDERS	12
PLAN OF DISTRIBUTION, TERMS OF THE OFFERING
Offering will be sold by our officers	12
Offering period and expiration date	12
Procedures for subscribing	12
Plan of Distribution	12
Right to reject subscriptions	13
LEGAL PROCEEDINGS	13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER, CONTROL PERSON
Directors and executive officers	13
Significant employees	14
Family relationships	14
Involvement in certain legal proceedings	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT
Security ownership of certain beneficial owners	15
Security ownership of management	15
Changes in control	16
Future sales by existing shareholders	16
DESCRIPTION OF SECURITIES
Common shares	16
Debt securities	16
Stock options	16
Warrants	16
Restricted securities	16
INTEREST OF NAMED EXPERTS AND COUNSEL	17
INDEMNIFICATION OF OFFICERS AND DIRECTORS	17
BUSINESS DESCRIPTION
Background	17
Business of Baoshinn	17
MANAGEMENT’S DISCUSSION, ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with officers and directors	25
Transactions with promoters	25
MARKET FOR COMMON EQUITY / RELATED STOCKHOLDER MATTERS
Market information	25
Holders	25
Dividends	25

EXECUTIVE COMPENSATION
General	26
Summary compensation table	26
Options / SAR grants	26
Aggregated option/SAR exercises and fiscal year end option/SAR values	26
Long term incentive plans and awards	26
Compensation of directors	27
Employment contracts, termination of employment, change of control arrangement	27
AVAILABLE INFORMATION	27
LEGAL MATTERS	27
FINANCIAL STATEMENTS	28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	39

INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	39
RECENT SALES OF UNREGISTERED SECURITIES	39
Prior sales of common stock	39
Use of proceeds	40
EXHIBITS	40
List of Exhibits	40
Description of Exhibits	40
UNDERTAKINGS	41
SIGNATURES	41
ATTACHMENTS
Articles Of Incorporation	41
Bylaws	42
Specimen Stock Certificate	51
Opinion of the LAW OFFICE OF APPLBAUM & ZOUVAS LLP regarding legality of the securities being issued	53
Consent of Clancy and Co., P.L.L.C., Certified Public Accountants	56
Subscription Agreement	57

Balance Sheet	As of March 31, 2006
Total Assets	2,394
Total Liabilities	1,716
Stockholder’s Equity	678

Operating Data	Year ended 31 March, 2006
Revenue	20,570
Cost of Revenues	19,930
General and Administrative Expenses	865
Other Income	5
Net Loss	(220)
Net Loss Per Share	(0.01)

Securities being offered:
• By Baoshinn Corporation	1,000,000 shares minimum and up to a maximum of 2,500,000 shares of common stock
• By the selling shareholders	2,500,000 shares of common stock
Offering price per share by Baoshinn and selling shareholders	$0.30 per share
Offering period:	The shares are being offered both by Baoshinn and the selling shareholders for a period not to exceed 90 days, unless extended by our board of directors for an additional 90 days.
Net proceeds to Baoshinn	Approximately $200,000 minimum and up to $650,000 maximum. We will not receive any of the proceeds from the sale of the selling shareholders' shares
Use of proceeds:	We will use our proceeds as follows:

	US$
	Offering Expenses 100,000
	Working Capital 650,000
	Gross Proceeds 750,000
Number of shares outstanding before the offering:	21,500,000
Number of shares outstanding after the offering:	22,500,000 minimum and 24,000,000 maximum.

	Fiscal year ended March 31, 2005	% of Gross revenue	Fiscal year ended March 31, 2006	% of Gross revenue
Gross Revenue	9,291,881	100.0%	20,570,280	100.0%
Net Loss	118,323	1.3%	220,390	1.1%

·	with a price of less than $5.00 per share;
·	that are not traded on a “recognized” national exchange;

·	whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or
·	in issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.

	US$
Offering Expenses	100,000
Working Capital	650,000
Gross Proceeds	750,000

Percent of Offering Sold		(Min)	75%	100% (Max)
Shares sold		1,000,000	1,875,000	2,500,000
Public offering price/share		$0.30	$0.30	$0.30
Price paid by officers and directors for shares		$0.03	$0.03	$0.03
NTBV/share prior to offering		$0.0315	$0.0315	$0.0315
Net proceeds to Baoshinn Corporation. *		$200,000	$462,500	$650,000
Total shares outstanding		22,500,000	23,375,000	24,000,000
Increase due to new shareholders	Per Share	$0.0135	$0.0231	$0.0295
Increase due to new shareholders	Total $	$300,000	$562,500	$750,000
Dilution to new shareholders	$	$261,000	$471,000	$611,750
Dilution to new shareholders	%	87%	83.7%	81.62%
Post offering pro forma NTBV/ share		$0.0390	$0.0488	$0.0553

Name and Address	Class/Amount owned before offering	Amount Each Holder Is Offering	% Owned After Offering Is Complete
CHEN Kuo-Hsien Suite 706 1277 Ding Xi Road Shanghai 200050	Common 1,000,000	500,000	4.16%
WONG PakTat 1240 Kensington Road NW Calgary, AB Canada T2N 3P7	Common 500,000	250,000	2.08%
MA Sui Kiu 9123 Scurfield Dr. NW Calgary, AB T3L 4M9 Canada	Common 500,000	250,000	2.08%
Mario TODD Unit B 2/F Tower 4 Metro City, Phase I, Tsueg Kwan O, Hong Kong	Common 500,000	250,000	2.08%
FUNG Yin Wa Flat C, 16/F, Block 4 Grandeur Gdn. 2 Chik Fai St., Tai Wai, Sha Tin NT, Hong Kong	Common 500,000	250,000	2.08%
Candace WONG Sheng Ning Unit C 25/F Grand Excelsior 83 Waterloo Road, Kowloon, Hong Kong	Common 500,000	250,000	2.08%
Decky TSE Chi Kwan Flat D, 17/F, Block 2 Nerine Cove 23 Hang Fu St., Tsuen Mun, Hong Kong	Common 500,000	250,000	2.08%
Donna KNIGHT 16 Co-op Street, Shoringham, Norfolk, England NR308JS	Common 500,000	250,000	2.08%
Frank SPRAY 12 A bby Street, Shoringham, Norfolk, England NR268HH	Common 500,000	250,000	2.08%
TOTAL	5,000,000	2,500,000	5,000,000

	*	extension of the offering period beyond 270 days;
	*	change in the offering price;
	*	change in the minimum sales requirement;
	*	change to allow sales to affiliates in order to meet the minimum sales requirement;
	*	change in the amount of proceeds necessary to release the proceeds held in the separate bank account; and,

1.	None of such persons is subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,
2.	None of such persons is compensated in connection with his or her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

1.	execute and deliver a subscription agreement; and
2.	deliver a check or certified funds to us for acceptance or rejection.

Name and Address	Age	Position(s)
CHIU Wan Kee Unit E, 8/F, 8 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong	63	Chairman, Director
Ricky CHIU Unit 4205-4207A Metroplaza Tower II, 223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong	35	President, Director
Benny KAN 1105 Tao Shue House, Lei Muk Shue Est., Kwai Chung, Kowloon, Hong Kong	40	C.E.O., C.F.O., Director
Mike LAM Unit E, 8/F, 8 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong	34	Director
Bernard LEUNG 11B, Green Land Court, 88, Ma Tau Wai Road, Hunghom Kowloon, Hong Kong	46	C.O.O.

3.	being subject to any order, judgment or decree, not substantially reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking business; and
4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Name and Address of Beneficial Owner [1]	Amount & Nature of Beneficial Ownership [3]	Percentage of Class
Bao Shinn Express Co. Ltd. [2] Unit E, 8/F, 8 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong	8,250,000 (1)	38.4%
Benny KAN 1105 Tao Shue House, Lei Muk Shue Est., Kwai Chung, Kowloon, Hong Kong	1, 815,000 (1)	8.44%
WONG Yun Leung Unit E, 8/F, 8 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong	3,960,000 (1)	18.4%
Mike LAM Unit E, 8/F, 8 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong	825,000 (1)	3.84%
CHIU Wan Kee Unit E, 8/F, 8 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong	8,250,000 [2]	38.4%
Ricky CHIU Unit 4205-4207A Metroplaza Tower II, 223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong	8,250,000 [2]	38.4%
Bernard LEUNG 11B, Green Land Court, 88, Ma Tau Wai Road, Hunghom Kowloon, Hong Kong	Nil	Nil
All Officers, Directors and Key Employees as a Group	14,850,000	69.08

Name and Address of Beneficial Owner	Principal occupation, date of commencement	Amount & Nature of Beneficial Ownership [3]	Percentage of Class
CHIU Wan Kee Unit E, 8/F, 8 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong	Chairman, Director since inception	8,250,000 [2]	38.4%
Ricky CHIU Unit 4205-4207A Metroplaza Tower II, 223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong	President, Director March 31, 2006	8,250,000 [2]	38.4%
Benny KAN 1105 Tao Shue House, Lei Muk Shue Est., Kwai Chung, Kowloon, Hong Kong	C.E.O., C.F.O., Director March 31, 2006	1,815,0000 [1]	8.44%
Mike LAM Unit E, 8/F, 8 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong	Director March 31, 2006	825,000 [1]	3.84%
Bernard LEUNG 11B, Green Land Court, 88, Ma Tau Wai Road, Hunghom Kowloon, Hong Kong	C.O.O. March 31, 2006	Nil	Nil
All Officers and Directors as a Group		10,890.000	50.65

	MAIN OBJECTIVES OF THE ASSOCIATION OF TRAVEL AGENTS (Extracted from Constitution)
	To provide a forum for discussion of problems, suggestions or grievances presented by travel and tourist agents, who are Active or Allied Members of The Association.
	To improve and maintain the standard of ethics within the travel industry in Hong Kong and to discourage unfair competition without however interfering in any way with initiative and enterprise based on fair trading.
	To establish a minimum qualification of experience and good behavior to warrant the use of the designations "Travel Agent" - "Tour Operator" - "Hotel" - "Hire Car Company" and "Restaurant" without which membership of The Association will be withheld.
	To ensure that Agents sell passage tickets at tariffs advertised by their Principals and to ensure the exaction of penalties for infringements.
	To offer assistance and suggestions to any Government and Consular services in connection with travel matters and to establish smooth liaison with such services.
	To be of assistance to the Executive Director of the Hong Kong Tourism Board in respect of tourism specifically and to maintain smooth liaison with such Director and the Board of Management.
	To become a Member of Travel Industry Council of Hong Kong to uphold and maintain and enforce the standards required by it for membership and to ensure that those Active Members of The Association who also become Members of Travel Industry Council of Hong Kong uphold, maintain and abide by such standards. The Association shall not be permitted to become a member of any other association which itself becomes a member of Travel Industry Council of Hong Kong.

4.	New Attractions in Hong Kong will attract more visitors in the coming years.
·		Sun Yat-Sen Museum

5.	International Sports events are held in Hong Kong and Macau every year which have been attracting a large number of visitors to Hong Kong in the past:
·		Grand Prix in November

	2001	2002	2003	2004	2005
Total Overnight Visitors Spending (US$M)	2,028.5	3,340.5	3,820.5	4,351.4	4,688.4
Percentage Growth (%)	19.5	64.7	14.4	13.9	7.7

Currency US$	Fiscal year ended March 31, 2005	% of Sales	Fiscal year ended March 31, 2006	% of Sales
Salaries and allowances	108,227	1.2%	458,514	2.2%
Rental	32,565	0.4%	49,260	0.2%
Other operating expenses	184,293	2.0%	357,444	1.7%
Total general & admin Exp	325,085	3.5%	865,218	4.2%

	US$
Gross Proceeds	750,000
Less: Offering Expenses	100,000
Less: Working Capital	600,000

Name of Landlord	Property location	Rental Charges	Duration
Wan Shinn Motors Company Limited	Room A&B, 8/F, 8 Hart Avenue, TsimShaTsui, Kowloon.	HK$16,555 P/Month	01/01/2004 - 31/12/2006
Grand Monrovia Enterprises Limited	Suite 903, 9/F, Wing On Life Building, 22-22A Des Voeux Central, Hong Kong	HK$12,350 P/Month	01/09/2005 - 31/08/2008

Related party	Nature of relationship and control	Description of transaction	Year Ended March 31, 2006 $	Year Ended March 31, 2005 $
Bao Shinn Express Company Limited	shareholder 38.4%	Sales of air tickets and tour packages	213,381	277,391
		Purchase of air tickets and tour packages	216,633	1,686,304

SUMMARY COMPENSATION TABLE
(All amounts in US$ 000’s)					Long Term Compensation
Annual Compensation Year ended March 31					Awards		Payouts
Name & Principal Position	Year	Salary	Bonus	Other Annual Comp.	Restricted Stock Awards	Securities Underlying Options/ SARs (#)	LTIP Payouts	All Other Compensation
Chiu Wan Kee	2004	0	0	0	0	Nil	Nil	0
	2005	0	0	0	0	Nil	Nil	0
	2006	0	0	0	0	Nil	Nil	0
Ricky Chiu	2004	0	0	0	0	Nil	Nil	0
	2005	0	0	0	0	Nil	Nil	0
	2006	0	0	0	0	Nil	Nil	0
Benny Kan	2004	26	0	0	0	Nil	Nil	0
	2005	36	0	0	0	Nil	Nil	0
	2006	36	0	0	0	Nil	Nil	0
Mike Lam	2004	0	0	0	0	Nil	Nil	0
	2005	0	0	0	0	Nil	Nil	0
	2006	0	0	0	0	Nil	Nil	0
Bernard Leung	2004	0	0	0	0	Nil	Nil	0
	2005	0	0	0	0	Nil	Nil	0
	2006	12	0	0	0	Nil	Nil	0
Totals		$110	0	0	0	Nil	Nil	0

	2006			2005
ASSETS
Current assets
Cash and cash equivalents	$	228,539		$	117,988
Trade receivables		1,235,784			415,107
Amount due from shareholder		129,051			-
Deposits, prepayments and other receivables		691,820			296,262
Total current assets		2,285,194			829,357

Furniture, fixtures and equipment, net		108,754			42,134

Total Assets	$	2,393,948		$	871,491

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade payables	$	1,381,471		$	368,551
Deposit from customers		102,760			33,975
Accrued liabilities		73,116			41,725
Amount due to a shareholder		158,333			320,513
Total current Liabilities		1,715,680			764,764

Total liabilities		1,715,680			764,764

Commitments and contingencies

Stockholders' equity
Common stock, par value $0.001; 200,000,000 shares authorized; issued and outstanding: 21,500,000 shares		21,500			16,500
Additional paid-in capital		1,090,944			304,013
Accumulated deficit		(434,176	)		(213,786	)
Total stockholders' equity		678,268			106,727

Total Liabilities and Stockholders’ Equity	$	2,393,948		$	871,491


(Expressed in U.S. dollars)	2006			2005

Revenues	$	20,570,280		$	9,291,881
Costs of sales		(19,929,896	)		(9,085,700	)
Gross profit		640,384			206,181

General and administrative expenses		(865,218	)		(325,085	)

Loss from operations		(224,834	)		(118,904	)

Other income
Other income		25,440			544
Interest income		236			37
Interest expense		(21,232	)		-
Total other income		4,444			581

Loss before income taxes		(220,390	)		(118,323	)

Provision for income taxes		-			-

Net loss	$	(220,390	)	$	(118,323	)

Basic and diluted loss per share	$	(0.01	)	$	(0.01	)

Basic and diluted weighted average shares outstanding		16,513,889			16,500,000


	Common Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit			Total
(Expressed in U.S. dollars)	(shares)		(par value)

Balance - March 31, 2004		16,500,000	$	16,500	$	47,603	$	(95,463	)	$	(31,360	)

Capital contribution		-		-		256,410		-			256,410

Net loss for the year		-		-		-		(118,323	)		(118,323	)


Balance - March 31, 2005		16,500,000		16,500		304,013		(213,786	)		106,727

Capital contribution		-		-		769,231		-			769,231

Effect of reverse acquisition		5,000,000		5,000		17,700		-			22,700

Net loss for the year		-		-		-		(220,390	)		(220,390	)

Balance - March 31, 2006		21,500,000	$	21,500	$	1,090,944	$	(434,176	)	$	678,268


		2006			2005
Cash flows from operating activities
Net loss	$	(220,390	)	$	(118,323	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation		33,186			13,225
Loss on disposal of fixed assets		-			110
Changes in assets and liabilities
Increase in trade receivables		(820,677	)		(219,980	)
Increase in other current assets		(395,558	)		(167,231	)
Increase in trade and other payables		1,113,096			209,751
Net cash flows used in operating activities		(290,343	)		(282,448	)

Cash flows from investing activities
Cash acquired in connection with reverse acquisition		22,700			-
Cash paid for capital expenditures		(99,806	)		(12,293	)
Net cash flows used in investing activities		(77,106	)		(12,293	)

Cash flows from financing activities
Capital contributions		769,231			256,410
Advances to shareholder		(129,051	)		-
(Decrease)/Increase in amount due to shareholders		(162,180	)		134,616
Net cash flows provided by financing activities		478,000			391,026

Increase in cash and cash equivalents		110,551			96,285
Cash and cash equivalents, beginning of period		117,988			21,703
Cash and cash equivalents, end of period	$	228,539		$	117,988

Cash paid for:
Interest	$	21,232			-
Income taxes		-			-

Year ended March 31:	%			2006			%			2005
Losses before tax				$ (220,390)						$ (118,323)

Tax at Hong Kong profits tax rate		(17.5	)		(38,568	)		(17,5	)		(20,707	)

Tax effect of non-assessable income and non-deductible expenses		0.02			41			-			-

Tax effect of temporary difference not recognized		3.86			8,516			0.71			840

Tax effect of unrecognized tax loss		13.62			30,011			16.79			19,867

Tax charge for the period / year at the Company’s effective tax rate		-			-			-			-

	2006		2005
Furniture and fixtures	$	89,690	$	41,996
Office equipment		76,241		24,129
		165,931		66,125
Less accumulated depreciation		57,177		23,991
	$	108,754	$	42,134

		2006		2005
Prepaid deposit with supplier ^[1]	$	651,144	$	281,386
Prepayments		10,448		3,620
Other receivables		30,228		11,256
	$	691,820	$	296,262

Accounting Fees and Expenses	$	50,000
Legal Fees and Expenses		17,000
Transfer Agent Fees		500
SEC Registration Fee		100
Printing Expenses		200
Blue Sky Fees/Expenses		17,500
Miscellaneous Expenses		14,700
TOTAL	$	100,000