8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

September 30, 2011

TARGET ACQUISITIONS I, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-53328	26-2895640
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Chunshugou Luanzhuang Village, Zhuolu County, Zhangjiakou, Hebei Province, China, 075600

(Address of principal executive offices)

86-313-6732526

 (Registrant's telephone number, including area code)

56 Laenani Street

Haiku, HI 96708

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements include, among other things, statements relating to:

l	Our ability to produce concentrated  iron powder at a profitable margin;
l	the uncertainty of acquiring mining rights in relation to the areas around the production facilities;
l	the impact that a downturn or negative changes in the steel market may have on sales;
l	our ability to obtain additional capital in future years to fund our expansion;
l	economic, political, regulatory, legal and foreign exchange risks associated with our operations; and
l	the loss of key members of our senior management.

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

Use of Certain Defined Terms

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

the “Company,” “we,” “us,” and “our” refer to the combined business of (i) Target Acquisitions I, Inc. or “Target Acquisitions,” a Delaware corporation, (ii) China Real Fortune Mining Limited, or “Real Fortune BVI,” a BVI  limited company and wholly-owned subsidiary of Target Acquisitions, (iii) Real Fortune Holdings Limited, or “Real Fortune HK,” a Hong Kong limited company and wholly-owned subsidiary of Real Fortune BVI,  (iv) Zhangjiakou TongDa Mining Technologies Service Co., Ltd., or “China Tongda,” a Chinese limited company and wholly-owned subsidiary of Real Fortune HK, and (v) Zhuolu Jinxin Mining Co., Ltd., or “China Jinxin,” a Chinese limited company which is effectively and substantially controlled by China Tongda through a series of agreements, as the case may be;

“BVI” refers to the British Virgin Islands;

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

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

“PRC,” “China,” and “Chinese,” refer to the People’s Republic of China (excluding Hong Kong and Taiwan);

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

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

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

“tons” or “tonnes” refer to metric tonnes (2205 pounds);

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In this report we are relying on and refer to information and statistics regarding the iron ore and steel industries and the economy in China that we have obtained from various cited government and institute research publications. Much of this information is publicly available and has not been specifically prepared for use by us or incorporation in this report or otherwise. We have not independently verified such information, and you should not unduly rely upon it.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On October 1, 2011, we completed the acquisition of Real Fortune BVI pursuant to the Share Exchange Agreement. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Real Fortune BVI is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

As a result of the acquisition, our consolidated subsidiaries include Real Fortune BVI, our wholly-owned subsidiary, Real Fortune HK, a wholly-owned subsidiary of Real Fortune BVI , ZhangJiaKou TongDa Mining Technologies Service Co., Ltd., or “China Tongda,” a wholly-owned subsidiary of Real Fortune HK, and China Jinxin, a limited liability company incorporated under the laws of the PRC which is effectively and substantially controlled by China Tongda through a series of agreements referred to herein as the “VIE Agreements.”

FORM 10 DISCLOSURE

 As disclosed elsewhere in this report, on October 1, 2011, we acquired Real Fortune BVI 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 Real Fortune BVI, except that information relating to periods prior to the date of the reverse acquisition only relate to Real Fortune BVI and its consolidated subsidiaries unless otherwise specifically indicated. 

DESCRIPTION OF BUSINESS

 Business Overview

We operate our businesses in China through China Jinxin, which is a limited liability company headquartered in China and organized under the laws of China. PRC law currently has limits on foreign ownership of certain companies. To avoid any question as to whether China Jinxin is subject to these foreign ownership restrictions, rather than directly owning China Jinxin, we elected to enter into contractual arrangements with China Jinxin and its respective stockholders pursuant to which, we believe, we control and operate the business of China Jinxin. Through these contractual arrangements or VIE Agreements, we have the ability to substantially influence China Jinxin’s daily operations and financial affairs, appoint its senior executives and approve all matters requiring stockholder approval. As a result of these contractual arrangements, we are considered the primary beneficiary of China Jinxin.

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China Jinxin was established in December 2006 in Zhuolu County, Hebei Province, Northern China. China Jinxin has registered capital of RMB36 million (approximately $5.5 million). At the time it was formed, China Jinxin had registered capital of RMB 6 million (approximately $909,000). China Jinxin currently has 15 shareholders.

China Jinxin is an iron ore exploration, processing and high grade iron ore concentrate producer. China Jinxin has an iron ore concentrate production line located on the Zhuolu Mine, with an annual capacity of approximately 300,000 tons and associated plant and office buildings (hereinafter collectively referred to as the "production facilities"). The Zhuolu Mine is located in Zhuolu County, Zhangjiakou City, Hebei Province, China.  Currently, all of the output of China Jinxin’s production facility is sold to one steel mill pursuant to a long term contract. Construction of the production facilities commenced in May 2007 and was completed in February 2010.  Initial production runs were conducted from March to August 2010. Temporary manufacturing licenses for the production facilities were obtained from Zhangjiakou City on March 22, 2009, March 23, 2010 and January 1, 2011, respectively.  The current license is due to expire at the end of 2011 and we anticipate that it will be renewed.

The following table sets forth our sales volumes, average selling prices and revenue derived from sales of iron ore concentrate for the periods indicated:

	2010		2011 (for the first six months)
Sales volume(ton)		110,569.52		25,282.87
Average selling price per ton	$	115	$	173
Revenue	$	12,761,246	$	4,377,375

Our Corporate History and Background

Target Acquisitions I, Inc. was incorporated in the State of Delaware on June 27, 2008. Since inception, we had been engaged in organizational efforts and seeking to obtain initial financing and find an appropriate acquisition candidate. We were formed as a vehicle to pursue a business combination and prior to the acquisition of Real Fortune BVI conducted no operations.

As a result of our acquisition of Real Fortune BVI, we are no longer a shell company. We plan to amend our Certificate of Incorporation to change our name to reflect the current business of our company.

Acquisition of Real Fortune BVI

On October 1, 2011, we completed a reverse acquisition transaction through a share exchange with Real Fortune BVI and its shareholders, or the Shareholders, whereby we acquired 100% of the issued and outstanding capital stock of Real Fortune BVI in exchange for 8 million shares of our common Stock which effectively constituted 100% of our issued and outstanding capital stock immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Real Fortune BVI became our wholly-owned subsidiary and the former shareholders of Real Fortune BVI became our controlling stockholders.  For accounting purposes, the share exchange transaction with Real Fortune BVI and the Shareholders was treated as a reverse acquisition, with Real Fortune BVI as the acquirer and Target Acquisitions as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Real Fortune BVI and its consolidated subsidiaries.

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As a result of our acquisition of Real Fortune BVI, we now own all of the issued and outstanding capital stock of Real Fortune BVI, which in turn owns all of the issued and outstanding capital stock of Real Fortune HK, which in turn owns all of the issued and outstanding capital stock of China Tongda. In addition, we effectively and substantially control China Jinxin through the VIE Agreements among China Tongda, China Jinxin and the shareholders of China Jinxin.  

Real Fortune BVI was established in the BVI in September 2010 to serve as an intermediate holding company.  Real Fortune HK was established in HK in April 2010. China Tongda was established in the PRC in August 2010, and in August 2010, the local government of the PRC issued a certificate of approval regarding the foreign ownership of China Tongda by Real Fortune HK.  China Jinxin, our operating affiliate, was established in the PRC in December 2006. 

Prior to the reverse acquisition transaction, China Tongda and China Jinxin and its shareholders entered into a series of agreements known as variable interest entity agreements (the “VIE Agreements”), pursuant to which China Jinxin became contractually controlled by China Tongda.  The use of VIE agreements is a common structure used to acquire control of PRC corporations.  The VIE Agreements included:

(1) Management Entrustment Agreement: Pursuant to this Agreement China Tongda has the right to manage all aspects of the operations of China Jinxin and the Board of Directors of China Jinxin may not take any actions without the consent of China Tongda. The scope of the authority granted to China Tongda includes but is not limited to the right to make all major decisions, the right to manage the assets, capital and finances of China Jinxin, authority for all decisions related to human resources, daily operation management and technical support. In consideration of its services, China Tongda shall be paid an amount equal to the net income of China Jinxin and shall be required to pay to China Jiinxin the amount of any loss incurred by China Jinxin. The term of the Management Entrustment Agreement will continue for a term of thirty years, or until May 9, 2041, and will be extended automatically for successive ten year periods thereafter, except that the agreement will terminate (i) at the expiration of the initial thirty-year term, or any ten-year  renewal term, if China Tongda notifies China Jinxin not less than 30 days prior to the applicable expiration date that it does not want to extend the term, (ii) upon prior written notice from China Tongda, or (iii) upon the date China Tongda acquires all of the assets, or at least 51% of the equity interests, of China Jinxin.

(2) Exclusive Purchase Option Agreement: Pursuant to this Agreement China Jinxin and each of its shareholders granted to China Tongda exclusive options to purchase all of the assets or outstanding shares of China Jinxin.  The options are for an initial period of thirty years and will renew automatically for successive periods of ten years each unless voluntarily terminated by China Tongda.  Unless an appraisal is required by the laws of China the purchase price of the assets or outstanding equity shall be equal to the lower of (i) the actual registered capital of China Jiinxin and (ii) RMB 500,000 (approximately $78,000).

(3) Power of Attorney: Each shareholder of China Jinxin entered into a Power of Attorney irrevocably authorizing China Tongda to exercise all of its rights as a shareholder of China Jinxin. The rights granted include,  without limitation, the right to: (i) attend the shareholders’ meetings of China Jinxin  and execute actions by written consenr; (ii) exercise all of  holder’s rights as a shareholder under the laws of the PRC and the Articles of Association of China Jinxin, including but not limited to the right to  transfer or pledge or disposition of the grantor’s shares in China Jinxin; (iii) designate and appoint  the legal representatives, Chairman of the board of directors and other members of the management of China Jinxin; and (iv) to execute the relevant share and/or asset purchase agreements contemplated in the Exclusive Purchase Option Agreement, and to effect the terms of the Equity Pledge Agreement and Exclusive Purchase Option Agreement.

(4) Equity Pledge Agreement: Pursuant to an Equity Pledge Agreement each of the shareholders  of China Jinxin have pledged all of their shares  in China Jinx as security for the performance by China Jinxin and each of its shareholders of their obligations under the  VIE Agreements.

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The foregoing description of the terms of the Management Entrustment, the Exclusive Purchase Option Agreement, the Power of Attorney and the Equity Pledge Agreement is qualified in its entirety by reference to the provisions of the agreements filed as exhibits to this report.

The chart below presents our corporate structure:

 

Because of the common control between Real Fortune HK, China Tongda and China Jinxin, for accounting purposes, the acquisition of these entities has been treated as a recapitalization with no adjustment to the historical basis of their assets and liabilities.  The restructuring has been accounted for using the “as if” pooling method of accounting and the operations were consolidated as if the restructuring had occurred as of the beginning of the earliest period presented in our consolidated financial statements and the current corporate structure had been in existence throughout the periods covered by our consolidated financial statements.

See “Related Party Transactions” for further information about our contractual arrangements with China Jinxin and its Shareholders.

Our Industry:

Introduction to iron ore

Iron ore is the main source of iron for the world’s iron and steel industries. It is an essential component used in the production of steel. Approximately 98% of the global supply of iron ore is used in steelmaking. Iron ore refers to rock that contains a sufficient level of iron minerals that can be mined economically for iron. Iron ore is mainly composed of compounds of iron and oxygen (iron oxides) mixed with gangue, or impurities that are not generally utilized commercially. The most common types of iron ore are magnetite and hematite. Other iron ore types that are naturally occurring include limonite, siderite geothite, pyrite, chamosite and greenalite. When heated in the presence of a reductant, iron ore will yield metallic iron (Fe). Iron ore is graded according to size as “lumps” or “fines” based on whether the individual particles have a diameter of more or less than six millimeters. Iron concentrate is the valuable fines that are separated commercially from iron ore in the form of rock with gangue by crushing, grinding, and beneficiation and can be agglomerated before being used in an iron making blast furnace or a direct reduction furnace. Iron ore is used directly as lump ore, or as concentrate or fines converted into pellets or sinter.

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Iron is produced from iron ore by one of three methods:

1.    blast furnaces (e.g. pig iron);

2.   direct reduction processes (e.g. DRI, HBI); or

3.   direct smelting process (e.g. HISmelt, FINEX).

The latter two methods are often grouped together and referred to as “alternative iron making” processes, as together they represent a relatively small portion of the iron market. The diagram below illustrates the general production process.

 

Source: World Steel Association (“WSA”)

China’s iron ore reserves

According to U.S. Geological Survey(“USGS”), China ranked fifth globally in terms of iron ore reserves, accounting for approximately 12.8% or 23.0 billion tones of global iron ore reserves in 2010. According to the NBSC, China’s iron ore reserves were primarily situated in the northeastern, northern and southwestern regions of China, which together accounted for approximately 78.5% of China’s total iron ore reserves in 2009. The distribution of China’s iron ore reserves as of 2009 is illustrated below:

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Source: NBSC

China’s iron ore reserves are mainly found in Liaoning, Hebei and Sichuan Provinces. These three provinces collectively account for approximately 63.3% of China’s iron ore reserves as of 2009. According to the National Bureau of Statistics of China (“NBSC”), Hebei Province had the second largest iron ore reserves in China at 3,570 Mt as of 2009, representing approximately 16.8% of national reserves. The following chart sets forth the geographic distribution of iron ore reserves in China as of 2009:

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China’s iron ore production

According to NBSC and Hatch, China is one of the world’s leading producers of iron ore on a gross tonnage basis. Iron ore (run of mine) production reached approximately 1,072 Mt in 2010, representing a CAGR of approximately 19.3% since 2001 and representing an increase of approximately 21.6% compared to 2009. However, as the iron content (or ore grade) of China’s resources is generally lower than the global average, China’s iron ore output figures are usually adjusted downwards to enable reasonable comparisons with other countries. According to United Nation Conference on Trade and Development (“UNCTAD”)’s estimates, on a comparable grade basis (iron content of 63%), Chinese iron ore production was approximately 326 Mt in 2010, up approximately 39.4% from 2009. The following chart sets forth China’s iron ore output from 2001 to 2010:

Sources: NBSC and UNCTAD

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According to the NBSC, the northern region of China contributed approximately 55.0% of China’s total output of iron ore in 2010. According to the NBSC, Hebei Province was the largest producer of iron ore in terms of iron ore output in China in 2010, with an iron ore output of approximately 446 Mt, which represented approximately 41.9% of the total iron ore output in China and a CAGR of approximately 25.6% from 2001. The following chart sets forth the regional iron ore output in China in 2010:

Source: NBSC

The following chart sets forth Hebei’s iron ore output from 2001 to 2010:

Hebei’s Iron Ore Output 2001-2010 (in Mt)

 

Source: NBSC

Iron ore demand

China is the largest steel consuming country in the world. According to World Steel Association (“WSA”), China consumed approximately 44.9% of the world’s finished steel in 2010. China is one of the fastest growing countries in terms of iron ore demand and the main driver behind the growth of the global iron ore sector. While DRI/HBI output in China is extremely limited, accounting for no more than 0.02% of the total output of China’s iron output in 2010, pig iron output increased from 147 Mt in 2001 to 590 Mt in 2010, representing a CAGR of approximately 16.7%. The following chart sets forth China’s pig iron output and indicative iron ore demand from 2001 to 2010:

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Source: NBSC and Hatch estimates

(1) Iron ore demand is calculated as 1.6 times of pig iron output. DRI/HBI is not included as there are no available official statistics.

With its substantial demand for iron ore, China was the largest iron ore importer in the world in 2009. The following table sets forth the global market share of the leading iron ore importers in 2009:

Source: UNCTAD

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Local iron ore output in Hebei Province has been insufficient to meet local demand over the past several years. Despite being one of the top iron ore producing regions in China, Hebei Province remained the largest net importer of iron ore in China. Hebei Province imported 119.4 Mt of iron ore in 2010 compared to 8.6 Mt in 2001. This situation is unlikely to change in the near future due to the high cost in developing mines and the rapid increase in steel production in Hebei Province. The following chart sets forth Hebei’s iron ore imports from 2001 to 2010:

Source: China Customs

Our Production Facilities

China Jinxin has an iron ore concentrate production line with an annual capacity of 300,000 tons and associated plant and office building (hereinafter collectively referred to as "production facilities"), located on the Zhuolu Mine inZhangjiakou, Hebei Province (coordinates of N 40°16’-40°17’, E 115°16’~117°17’). China Jinxin started building its facilities in May 2007 and they were put into trial production in March 2010.

According to Geological Evaluation Report issued by Hebei Province Institute of Geological Survey in May 2011, Zhuolu Mine is an open pit mine on approximately 5.73 sq. km.  The Mine has probable reserves of 9,965.34 (Kt) and an average iron grade (TFe) ratio of 11.59%.   The stripping ratio of the mine is 0.43:1.

The production facilities were granted a Record-keeping Certificate of Fixed Assets Investment by the development and reform commission of the county-level government in July 2007. The evaluation report of the environmental effects of the project was approved by the city-level environmental protection authorities in July 2007. In connection with the development of these facilities China Jinxin acquired the necessary water permit which is valid through December 2011.

China Jinxin successively obtained temporary manufacturing licenses for metallurgical mineral production from Zhangjiakou City on March 22, 2009, March 23, 2010 and January 1, 2011, respectively.  The period of the latest license extends through the end of this year.  Pursuant to these licenses, China Jinxin has been able to process the ore displaced during the course of establishing its facilities.  The licenses permit China Jinxin to produce only metallic iron and no other metals. The production facilities include among other items, a crushing line, a magnetic separation facility, a tailing disposal line and electric transformers.

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Crushing Line:

The crushing line can process up to 8,000 tons of crude iron ore per day. It has forty-five crushing machines, six ball mills, three belt conveyors.

 

Magnetic separation line:

China Jinxin has 24 magnetic separation machines and 16 mechanical flotation machines. The magnetic separators can process up to 8,000 tons of crude iron ore per day. Ore is generally run through the magnetic separators three times before it moves to the next stage of processing.

 

Tailing disposal line:

The tailing disposal line can process up to five thousand cubic meters of water per day.  In addition, there is an impounding reservoir on the mine which has a capacity of fifty million cubic meter of water for use in processing iron ore.

 

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Description of Property

The overview of  China Jinxin’s production facilities on GOOGLE Earth

(N 40°16’-40°17’, E 115°16’~117°17’)

China Jinxin has leased 15.80 hectares land located on the Zhuolu Mine, on which it built its production facilities and office buildings. This lease was confirmed by the local villagers’ committee and received the relevant approvals from the local township government which entered into appropriate agreements with China Jinxin. Pursuant to such agreements, the lease term is from December 30, 2006 to December 30, 2026 and the total compensation was approximately RMB 5,000,000 ($0.75 million USD).

China Jinxin has constructed five houses at its production facilities. Pursuant to the certificates of ownership, the total area of the houses is 9,755 square meters, among which the valid period of the corresponding land use right of 9,646.49 square meters terminates on August 30, 2009, and the balance terminates on March 6, 2014.

The land occupied by our production facilities has been designated for construction. According to Chinese laws and regulations, only state-owned land can be used for construction. However, the land occupied by China Jinxin’s production facilities is not state-owned.  It is currently owned collectively by local villagers.  As a result, the land has to be acquired by the local government and then transferred to China Jinxin.  China Jinxin is working with the authorities to complete this process.  Because the requisite procedures have not been completed, the houses, office buildings and production facilities on the land are subject to limitations on transfer or the granting of mortgages.

Our Products

To date we have produced iron ore concentrate from iron ore displaced during the course of establishing our facilities on the Zhuolu Mine. Our iron ore concentrate have had a number of commercially attractive characteristics, including high iron content and relatively low levels of impurities, such as sulphur, phosphorus, silicon and titanium, the presence of which is generally undesirable for steel production. As a result, we have been able to efficiently produce high quality iron ore concentrate through simple, low-cost magnetic processing methods. Our iron concentrate have been graded at 66%, more than sufficient for the production of crude steel which generally requires concentrated iron graded at 63.5%~66%.

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Below are some technical properties of our iron ore concentrate as compared to iron ore concentrate produced in other regions:

Chemical composition of concentrated iron ore (%)

Product Origin	Tfe	FeO	SiO2	Al2O3	S	P
Hubei	61.02	24.34	5.02	1.28	0.64	0.022
Benxi, Liaoning	69.01	29.32	3.15	0.47	0.073	0.009
Xinjiang	64.34	25.13	4.31	0.86	0.066	0.007
China Jinxin	66.05	23.01	2.1	1.75	0.032	0.0047
Brazil 1	67.65	0.77	1.99	0.43	0.009	0.022
Brazil 2	66.79	0.19	2.47	0.82	0.017	0.024
India	65.01	0.46	3.1	2.11	0.057	0.026

China Jinxin Particle size: 85% per 200 mesh;

Source: State Bureau of Technical Supervision

The following table sets forth information regarding our production and sales volume of iron ore concentrate for the periods indicated:

	2010	2011 (for the first six months)
Production volume(t)	110,569.52	30,233.20
Sales volume(t)	110,569.52	25,282.87

Customers

To date, one customer, Handan Steel Group Company (“HSG”), a subsidiary of Hebei Steel and Iron Company, a state owned enterprise, has accounted for nearly 100% of our sales.  China Jinxin has entered into a long-term (ten years) contract with HSG expiring in January 2019 whereby China Jinxin agreed to sell and HSG agreed to purchase all of the output from our production facility. The price we receive for our output is determined by HSG in light of market prices and the quality of our product and is to result in a proper profit margin.  If China Jinxin is not satisfied with the price set by HSG it can attempt to renegotiate the price.  To date, the prices paid have been satisfactory and sufficient to result in a profit for China Jinxin.  There is no assurance as to what recourse China Jinxin would have if the prices set by HSG were unacceptable.

Hebei iron ore concentrate prices

Since Hebei Province is the largest iron ore concentrate producing and consuming province in China, the prices for iron ore concentrate in Hebei Province are usually viewed as key references of the domestic spot market, and have usually been higher than those of Liaoning’s and Sichuan’s spot market prices given comparable iron content.

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Prices for iron concentrate in Hebei Province fluctuated between RMB600 to RMB800/tonne (approximately $92 to $123 per tonne) during 2004-2006. Since the second quarter of 2007, prices for iron concentrate began to increase and peaked at approximately RMB1,580/tonne (approximately $243 per tonne)in July 2008, driven by robust steel demand from the infrastructure and real estate industries, among others.

However, when the global financial crisis emerged, shrinking demand caused a sharp drop in prices in the third quarter of 2008 and reduced prices for iron concentrate back to the levels between 2004 and 2006. Since the second quarter of 2009, China’s domestic iron ore concentrate prices have been improving and showed a upward trend through the first quarter of 2011, and retreated slightly in the second quarter of 2011.

The following chart sets forth the iron concentrate prices in the Chinese domestic market from January 2004 through January 2011:

Source: Mysteel and Steelhome

(1) Hebei Province (Tangshan): 66% Fe, dry base, ex-work price and inclusive of VAT.

(2) Liaoning Province (Beipiao): 66% Fe, wet base, ex-work price and inclusive of VAT.

(3) Sichuan Province: 59% Fe between January 2004 and December 2007, 60% Fe since January 2008, dry base, ex work price and inclusive of VAT.

(4) The VAT was 13% before 1 January 2009 and 17% for the periods thereafter.

Product Delivery

Our product is delivered to HSG by truck.  Currently, pursuant to our agreement HSG absorbs the cost of shipping.  We believe the roads surrounding our facility are adequate for purposes of delivering our products which generally will be sold to users which anticipate receiving delivery by trucks and that the proximity of our facilities to HSG provides us with a competitive advantage with respect to sales to HSG.  

Employees

Our senior management is comprised of a group of highly experienced professionals in the iron ore mining and processing field with an average industry experience exceeding 10 years. We have filled mid-level management positions and other key functions in our Company with specialists to support our senior management. We require our employees to have appropriate education, training and/or work experience in their respective fields. We believe that our management team possesses in-depth knowledge critical to our Company’s success in the iron ore industry and is capable of identifying and seizing market opportunities, formulating sound business strategies, assessing and managing risks, implementing management and production schemes, and increasing our overall profit to maximize our shareholder value.

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We currently employ a staff of 124 employees, the majority of which work at our production facilities. We believe we are in material compliance with all applicable labor and safety laws and regulations in the PRC, including the PRC Labor Contract Law, the PRC Unemployment Insurance Law, the PRC Provisional Insurance Measures for Maternity of Employees, PRC Interim Provisions on Registration of Social Insurance, PRC Interim Regulation on the Collection and Payment of Social Insurance Premiums and other related regulations, rules and provisions issued by the relevant governmental authorities for our operations in the PRC.  According to the PRC Labor Contract Law, we are required to enter into labor contracts with our employees and to pay them no less than the local minimum wage.

Department	Employee #
Administrative	18
Finance	4
Quality Control	2
Production	34
Exploration	34
Maintenance	32
Total	124

Competition 

The Chinese iron ore industry is highly fragmented and is dominated by small sized producers. According to the CISA, the iron ore output from small and medium-scale mines in 2010 was 881 Mt, which accounted for approximately 82% of total iron ore output in China. The remaining 18% of China’s iron ore output was produced by large-scale mines, most of which belong to state-owned steel companies. According to the CISA, iron ore mines are classified by their annual production capacity of iron ore. Large-scale mines have a production capacity greater than 2,000 ktpa. Medium-scale mines have a production capacity between 600 ktpa to 2,000 ktpa. Small-scale mines have a production capacity of less than 600 ktpa.

 

Source: CISA and Hatch estimates

(1) Major producers refer to those members of the CISA with the largest volume of iron concentrate output. All the major iron concentrate producers listed are state-owned.

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In our primary market Hebei, we face competition from local iron ore producers. According to Metallurgical Mines’ Association of China (“MMAC”) and Hatch, Hebei Province has the largest number of iron ore mines in China. There were approximately 2,700 small-scale iron ore mines in Hebei Province as of 31 December 2009. The iron ore output of Hebei Province was approximately 446 Mt in 2010. According to the Hebei Metallurgical Mining Industry Association, large-scale iron ore mines in Hebei Province are generally owned by state-owned enterprises. Key iron ore producers in Hebei Province include Hebei Steel Group, Shougang Group and Hanxing Mining. Hebei Steel Group, Shougang Group and Hanxing Mining produced 26.4 Mt, 10.8 Mt and 7.0 Mt, respectively, of iron ore in 2010. Together, these three state-owned iron ore producers collectively accounted for approximately 9.9% of Hebei’s total iron ore output in 2010. The table below provides information on the top ten iron ore mines in Hebei Province, based on estimated resources:

Top 10 Iron Ore Mines in Hebei Province as of December 31, 2009
	Ownership	Resources ¹ (thousand tones)
1.	State-owned	1,069,481
2.	State-owned	931,148
3.	State-owned	887,390
4.	State-owned	421,327
5.	State-owned	380,689
6.	Privately – owned	311,760
7.	State-owned	255,631
8.	State-owned	221,982
9.	Privately - owned	162,300
10.	State-owned	119,703

Source: Hatch

1. Resources represent a concentration of naturally occurring solid, liquid, or gaseous material in or on the Earth’s crust in such form and amount that economic extraction of a commodity from the concentration is currently or potentially feasible.

We believe we have an advantage over our competitors mainly because of (i) the high grade and quality of the iron ore in the mines surrounding our property which, if we obtain the output from these mines, will allow us to efficiently produce high grade concentrate and (ii) our close proximity to major potential customers and the associated low transportation costs.

Because of the economies of transportation, most large iron producers supply their products to steel companies located relatively near their facilities. Given that demand for iron currently exceeds the capacity of the larger producers, the smaller producers generally supply their iron ore to the same steel companies.  The larger producers tend to be state owned enterprises and due to the capital required, it is difficult for smaller competitors to enter the market.  Consequently, we believe that if we have sufficient capital, we can compete effectively.

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Mining Rights

Iron ore mining enterprises in China must obtain a mining permit and a production safety permit for each mine prior to conducting mining operations.  To date, China Jinxin has not obtained any mining permit. However, we obtained a temporary manufacturing license for metallurgical mineral production, which enables us to process iron ore displaced during the construction of our production facilities on the Zhuolu Mine.

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The Zhuolu county government engaged the Hebei Province Institute of Geological Survey (“the Institute”), an independent state-owned authorized geological survey entity, to carry out a geological survey on the Zhuolu Mine, an area of approximately 5.73 sq. km. The Institute obtained survey approval from the State Department of Land and Resources of Hebei Province and conducted the survey. In May 2011, the Institute issued its Geological Evaluation Report (“the Report”) and submitted the Report to Department of Land and Resources of Hebei.  The Zhuolu county government has applied to the State Department of Land and Resources of Hebei for a grant of mining permit for the Zhuolu Mine (“Mining Rights”) and expects to receive the rights from within one year. Once the Mining Rights are granted by the Province, the Zhuolu county government will assign the Mining Rights to outside mining and exploration companies through public bidding.

China Jinxin entered an agreement dated April 11, 2011, with the Zhuolu county government regarding the Mining Rights on Zhuolu Mine. Pursuant to this agreement, China Jinxin prepaid all the fees related to the geological survey for the Zhuolu county government, a total of RMB1.98 million (approximately $300,000).   The Zhuolu county government agreed that if China Jinxin obtains the Mining Rights through future public bidding, the amount paid for the survey by China Jinxin will be credited against the total price of the Mining Rights and if China Jinxin does not obtain the Mining Rights, the Zhuolu county government will reimburse the geological survey fees to China Jinxin.  The county government also agreed that if China Jinxin were not to obtain the mining rights it would cause the winning bidder to give China Jinxin priority to purchase the crude iron ores extracted from the Zhuolu Mine.

Suppliers

Our major suppliers include suppliers of machinery and equipment, spare parts, diesel fuel, electricity and water. Our operations use electricity supplied by the local power grid. We use water sourced from nearby rivers at our processing plants. We also recycle and reuse water from our tailings ponds. Our electricity and water costs amounted to RMB 34,173,346.55(approximately $5,257,000) and RMB 11, 213,761.22 (approximately $1,725,000) for year ended December 31, 2010 and the six months ended June 30, 2011, respectively.

We obtain gas and diesel fuel from local gas stations and incurred costs of RMB 3,808,347 (approximately $585,900) and RMB 902,514 (approximately $138,800) for the year ended December 31, 2010 and for six months ended June 30, 2011, respectively.  We also purchase spare parts from a local supplier, Nanguo Tengfei Ore Machinery Co., Ltd., and our costs for spare parts were RMB 3,203,000(approximately $492,700) and RMB 774,250 (approximately $119,100) for the year ended December 31, 2010 and six months ended June 30, 2011. We believe there are a number of suppliers of each of the items we need available to us and do not anticipate any material shortages.

Research and Development

 We had no research and development expenses in 2010. We currently have no plans for any research and development activities and do not anticipate any material research and development costs.

Our Growth Strategy

Chinese demand for iron or steel products has increased at a rate of nearly 10% annually in recent years.  We believe demand for high quality iron ore concentrate will continue to grow domestically and globally, thus affording us an opportunity to grow and expand our business operations. We intend to seek to grow our business through the acquisition of other mines and production facilities, in particular, by acquiring the right to mine in the areas surrounding our current production facilities.  

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We anticipate that some of our acquisitions will be of existing mines and some will be of undeveloped properties.  In all cases, they will be properties with established reserves.  Our five-year goal is to control 50 million tons of reserves and to produce iron ore concentrate up to 1.1 million tons per year.  Our primary criteria for selecting target mines are as follows:

1.   the resources, reserves and mining operations of the target mines;

2.   the grade, mining costs and sustainability of the target resources and reserves;

3.   exploration potential;

4.   the financial costs and benefits of the acquisition;

5.   valid land use rights and property ownership and no material legal risks; and

6.   the contributions of the acquisition towards the overall sustainability of our business.

In addition to the Zhuolu Mine, we are researching and seeking to acquire several other mines.

We will finance our acquisitions, as well as the improvements necessary to existing mines and the development of mines on undeveloped properties, by using internally generated cash, as well as cash raised by issuing equity securities and debt financing.

We anticipate that all of our acquisitions will be in China.  We also expect that our customer base will increase as we gain access to additional steel manufacturers.

Government Regulation

Regulations Relating to Exploitation and Mineral Rights

The PRC government maintains a Catalogue for the Guidance of Foreign Investment Industries (“Catalogue”), which was promulgated and is amended from time to time by the Ministry of Commerce (“MOFCOM”) and the National Development and Reform Commission (“NDRC”). The Catalogue divides industries into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalogue are generally open to foreign investment unless specifically restricted by other PRC regulations. According to the Catalogue of Industries for Guiding Foreign Investment (Revised 2007) which was promulgated on October 31, 2007, iron ore exploration, mining and mineral processing projects belong to Catalogue of Encouraged Foreign Investment Industries.

Mining activities in the PRC are subject to the People’s Republic of China Mineral Resources Law (“Mineral Resources Law”), promulgated by the PRC Government on March 19, 1986 and amended on August 29, 1996. The Mineral Resources Law regulates matters relating to the planning or engaging in the exploration, exploitation and mining of mineral resources. According to the Mineral Resources Law all mineral resources, including iron ore, are owned by the State. Except under limited circumstances, any enterprise planning to engage in the exploration, exploitation and mining of mineral resources must first apply for and obtain exploration rights and mining rights before commencing the relevant activities. The Mineral Resources Law prohibits the transfer of exploration and exploitation rights in general unless the transfer falls within certain specified circumstances.

Exploration, exploitation and mining operations must comply with the relevant provisions of the Mineral Resources Law and other relevant regulations, and are under the supervision of the Ministry of Land and Resources. Exploration and exploitation of mineral resources also are subject to examination and approval by the Ministry of Land and Resources and relevant local authorities. Upon approval, a mining permit is issued by the relevant administrative authorities, which are responsible for supervision and inspection of mining exploitation in their jurisdictions. The holders of mining rights are required to file annual reports with the relevant administrative authorities.

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 Mineral products illegally extracted and incomes derived from such activities may be confiscated and may result in fines, revocation of the mining permit and, in serious circumstances, criminal liability.

Regulations Relating to Metallurgical Mineral Production License

The Hebei Provincial Government has implemented a production license system for metallurgical mineral products. On November 1, 2006, the Hebei Provincial Government promulgated Regulations on Supervision and Administration of Production and Operation of Metallurgical Mineral products, and on January 28, 2011, issued its implementation regulations. According to these regulations, any company that engages in metallurgical mineral production must acquire a metallurgical mineral production license with a valid period of three years from the Hebei Provincial Government. If the business license, mining right or non-coal mine safety production license of the company is revoked or withdrawn, the metallurgical mineral production license will lapse.

China Jinxin has obtained on an annual basis temporary metallurgical mineral production licenses issued by Zhangjiakou Metallurgical and Mineral Industrial Administration Agency.  The current temporary license expires on December 31, 2011. China Jinxin intends to apply to the Hebei Provincial Government for a formal metallurgical mineral production license after obtaining its mining rights.

Regulation Relating to Investment Projects

According to the Decision of the State Council on Reforming the Investment System promulgated on July 6, 2004, with the exception of iron ore projects with the proved industrial reserves equal or above 50 million tons and iron making, steel making and steel rolling projects increasing production capacity, which shall be verified and approved by the investment administration authority of the State Council; all other iron ore development projects must be verified and approved by the investment administration authorities of provincial governments. China Jinxin’s iron ore concentration projects with annual production capacity of 300,000 tons was verified and approved by the Hebei Development and Reform Commission on January 22, 2007.

Regulations on environmental protection

The major environmental regulations applicable to us include the Environmental Protection Law of the People’s Republic of China, the Water Pollution Prevention Law of the People’s Republic of China, the Atmospheric Pollution Prevention Law of the People’s Republic of China, the Environmental Impact Assessment Law of the People’s Republic of China and Law of the People's Republic of China on the Prevention and Control of Environmental Pollution by Solid Waste and the Regulations Governing Environmental Protection in Construction Projects. Also, general environmental regulations relating to noise and the treatment of industrial waste are applicable to our operations.

All phases of our operations are subject to environmental regulations and discharge standards promulgated by governmental agencies in China. Before we may begin project development and production, we must comply with environmental regulations and standards. Environmental regulations set forth limits and prohibitions on spills, releases or emissions of various substances produced in association with certain processing and manufacturing operations. A breach of any regulations may result in imposition of fines and penalties and even curtailment or suspension of our operations. Furthermore, future changes in environmental laws and regulations could occur that result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.

China Jinxin entrusted the Environmental Protection and Research Institute of Zhangjiakou city to conduct the environmental impact assessment of its iron ore mining and selecting project, and the Environmental Impact Report was issued in May 2007. Based on this report, Zhangjiakou Environmental Protection Department approved the construction of the project on July 26, 2007.

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Regulations on Water Drawing

Pursuant to the Regulation on the Administration of the License for Water Drawing and the Levy of Water Resource Fees promulgated on February 21, 2006, effective on April 15, 2006, any entity or individual that draws water resources shall, except for the circumstances prescribed in the Regulation, apply for a license certificate for water drawing, and pay water resource fees. The valid term of a license certificate for water drawing is generally five years, and may not exceed ten years. If, at expiry of the valid term, the license certificate needs to be renewed, the water drawing entity or individual shall file an application to the original approval organ within 45 days prior to the expiry of the term. The original approval organ shall, prior to the expiry of the term, decide whether or not to approve the renewal.

China Jinxin received the License for Water Drawing from the local water bureau with yearly water drawing of 20 thousand cubic meters on December 7, 2006. The water license expires on December 6, 2011.

Regulations on Annual Inspection

In accordance with relevant PRC laws, all types of enterprises incorporated under the PRC laws are required to conduct annual inspections with the State Administration for Industry and Commerce of the PRC or its local branches. In addition, foreign-invested enterprises are subject to annual inspections conducted by other applicable PRC governmental authorities. In order to reduce enterprises’ burden of submitting inspection documentation to different governmental authorities, the Measures on Implementing Joint Annual Inspection on Foreign-invested Enterprises issued in 1998 by SAFE, together with six other ministries, stipulated that foreign-invested enterprises must participate in an annual inspection jointly conducted by all relevant PRC governmental authorities.

Regulation Relating to Mining Safety

Pursuant to the Work Safety Law of the PRC promulgated on June 29, 2002 and effective on November 1, 2002 and the Law of the PRC on Safety in Mines and its related implementation rules promulgated on November 7, 1992 and October 30, 1996 and effective on May 1, 1993 and October 30, 1996, respectively, (a) safety facilities in mine construction projects must be designed, constructed and put into operation at the same time as the commencement of the principal parts of the projects; (b) the design of a mine shall comply with the safety rules and technological standards of the mining industry and shall be approved by the relevant authorities; and (c) such mines may start production or operations only after they have passed the safety check and approval process as required by the relevant PRC laws and administrative regulations.

The Regulation on Work Safety Licenses was promulgated and became effective on January 13, 2004. Pursuant to the regulation, (a) the work safety licensing system is applicable to any enterprise engaging in mining and such enterprise may not produce any products without obtaining a work safety license; (b) prior to producing any products, the mining enterprise shall apply for a work safety license, which is valid for three years; and (c) if a work safety license is required to be extended, the enterprise must apply for an extension with the administrative authority who issued the original license within three months prior to the expiration of the original license.

In addition, the Implementation Measures for non-coal mining enterprises work safety licenses was promulgated and became effective on June 8, 2009. Under this legislation, non-coal mining enterprises, i.e., metal and non-metal mine enterprises, and also its tailings ponds, geological exploration units, mining engineering corporations, oil and natural gas enterprises need to obtain a safety production permit before any productive activities, every independent productive system of the metal and nonmetal mine enterprises need to obtain a separate safety production permit. The licenses last for three years, and can be extended if the non-coal mining enterprises apply to the administrative authority three months before its expiration date.

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Pursuant to the Provisional Regulations on the Installation, Use, Monitoring and Inspection of the‘‘Six Major Systems’’ for Safety and Refuge in Underground Metal and Non-metal Mines promulgated on October 9, 2010 by the State Administration of Work Safety, underground metal and non-metal mines should install the ‘‘six major systems’’ for safety and refuge, namely the monitoring and control system, underground workers positioning system, emergency refuge system, pressurizing self-rescue system, water supply rescue system and communications system according to the time limit set down by the regulations, and should also have in place specially designated staff for the management and maintenance of these systems. The safety production permits shall be withheld by safety production regulation authorities above county level for enterprises operating on underground mines which have failed to comply with the requirements to complete the construction of such ‘‘six major systems’’ for safety and refuge within the time limit, which shall be ordered to make rectifications within a time limit, failing which the local government is entitled to shut down the operations of such enterprises.

Pursuant to the Provisional Regulations on Requirements for Management Members of Metal andNon-metal Mining Enterprises to Accompany Workers in Descending and Ascending Underground Mines and the Monitoring and Inspection of Compliance Therewith implemented with effect from November 15, 2010, mining enterprises must ensure that there is at least one responsible person (person-in-charge, member of the management or deputy chief engineer) for each group to carry out on-site underground mining operations and that he shall accompany workers in descending and ascending the underground mines. Where mining enterprises have failed to establish a complete and sound or any system for management members to lead workers in underground mining operations in accordance with the regulations, such enterprises shall be given warnings and shall be fined RMB 30,000; the persons-in-charge shall also be warned and fined RMB 10,000; where the contravention is serious, the safety production permit shall be withheld and the operation shall be suspended for rectifications in accordance with the law. Where management members of mining enterprises have failed to lead workers in underground mining operations, such enterprises shall be given warnings and be fined RMB 30,000; where the contravention is serious, the operation shall be suspended for rectifications in accordance with the law, and management members who have breached the regulations shall be deemed to have left their post without permission and shall be fined RMB 10,000.

Pursuant to Law Of The People's Republic Of China On Safety In Mines adopted on November 7, 1992, and Implementing Rules on Law Of The People's Republic Of China On Safety In Mines of Hebei Province effective in September 1995 and as amended in December 1997, the designs of safety facilities in mine construction projects must be examined by the administration department of mining enterprises together with the participation of the competent department of labor administration; and upon completion, the safety facilities in mine construction projects shall be subject to inspection for acceptance by the authorities in charge of mining enterprises, with participation of the competent department of labor administration; those failing to comply with the safety rules and technological standards for mining industry may not pass inspection for acceptance, and may not be put into operation; managers of mines must prove, through examination, to have special knowledge of safety and the capability of leading safe production and disposing of accidents in mines; personnel in charge of safety work in mining enterprises must possess necessary specialized knowledge of safety and experience in safety work in mines; special operators in charge of safe production in mining enterprises must receive special training; they may take up a post of such duty only after they have obtained a certificate of operation qualification after passing due examination and verification. The law also provides for the conditions for safe production, the requirements to implement safety rules and industry technical specifications, and to prepare and implement operational procedures.

China Jinxin is still in trial production stage. After obtaining the Land Use Rights and mining rights, China Jinxin will apply to the local mining authorities for a formal approval on formally placing into production, and also apply for a production safety license. China Jinxin is seeking mining managers with qualification certificate and mine safety certificates.

Pursuant to Regulation on the Safety Administration of Explosives for Civilian Use adopted on April 26, 2006, the State applies a licensing system to the production, sale, purchase, transport and blasting operation of explosives for civilian use. As a mining company, China Jinxin needs to obtain the Purchase Permit of Explosives for Civil Use and Blasting Operation Permit to purchase and use explosives legally. China Jinxin is currently applying for the two permits.

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Regulations on Work Safety

The Work Safety Law of PRC (the “Work Safety Law”) was promulgated as of June 29, 2002. It regulates the work safety of those entities that engage in production and business operation activities within the territory of the PRC (hereinafter referred to as “production and business operation entities”). All production and business operation entities must observe the Work Safety Law and any other relevant laws or regulations concerning work safety, strengthen the administration of work safety, establish and perfect the system of responsibility for work safety, perfect the conditions for safe production, and ensure safety during production. The production and business operation entities must provide conditions for safe production as provided in the Work Safety Law and other relevant laws, administrative regulations, national standards and industrial standards.

Any entity that does not maintain the conditions for safe production may not engage in production and business operation activities.

The Department of the State Council in charge of the supervision and administration of work safety is required to implement comprehensive supervision and administration of work safety in the PRC. The relevant governmental authorities superior to the county level and in charge of the supervision and administration of work safety are required to implement comprehensive supervision and administration of work safety within their respective administrative jurisdictions according to the Work Safety Law.

In case of a violation of the Work Safety Law, the relevant authorities can order the decision-making department or key person-in-charge of any production and business operation entity to correct the violation, suspend production or business and can take other administrative measures. If a work safety accident has resulted and a crime has been committed, the key person-in-charge may assume criminal liabilities according to the relevant provisions of the Criminal Law.

Regulations on Foreign Currency Exchange

Pursuant to the Foreign Currency Administration Rules promulgated in 1996 and amended in 2008 and various regulations issued by the State Administration of Industry and Commerce and the State Administration of Foreign Exchange (“SAFE”)and other relevant PRC governmental authorities, Renminbi are freely convertible only to the extent of current account items, such as trade related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, require prior approval from SAFE or its local counterpart for conversion of Renminbi into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside the PRC.

Payments for transactions that take place within the PRC must be made in Renminbi. Unless otherwise approved, PRC companies must repatriate foreign currency payments received from abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks subject to a cap set by SAFE or its local counterpart. Unless otherwise approved, domestic enterprises must convert all of their foreign currency receipts into Renminbi.

On August 29, 2008, SAFE promulgated a circular regulating the conversion by a foreign-invested company of its registered capital in foreign currency into Renminbi by restricting how the converted Renminbi may be used. This circular stipulates that the registered capital of a foreign-invested company settled in Renminbi converted from foreign currencies may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within China. Violations of this circular can result in severe penalties, including monetary fines.

In addition, any foreign loans to an operating subsidiary in China that is a foreign invested enterprise, cannot, in the aggregate, exceed the difference between its respective approved total investment amount and its respective approved registered capital amount.

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Regulation on Foreign Exchange in Certain Onshore and Offshore Transactions

In October 2005, SAFE issued Circular 75, which regulates foreign exchange matters in relation to the use of a “special purpose vehicle” by PRC residents to seek offshore equity financing and conduct “return investment” in China. Under Circular 75, a “special purpose vehicle” refers to an offshore entity established or controlled, directly or indirectly, by PRC citizens or PRC entities (collectively, as PRC residents) for the purpose of seeking offshore equity financing using assets or interests owned by such PRC residents or PRC entities in onshore companies, while “round trip investment” refers to the direct investment in China by PRC residents through the use of “special purpose vehicles,” including without limitation, establishing foreign invested enterprises and using such foreign invested enterprises to purchase or control (by way of contractual arrangements) onshore assets. Circular 75 requires that, before establishing or controlling a “special purpose vehicle,” PRC residents are required to complete foreign exchange registration with the competent local counterparts of SAFE for their overseas investments. In addition, such PRC resident is required to amend his or her SAFE registration or to file with SAFE or its competent local branch, with respect to that offshore special purpose vehicle in connection with any increase or decrease of capital, transfer of shares, merger, division, equity investment or creation of any security interest over any assets located in China by the offshore special purpose vehicle. To further clarify the implementation of such amendment or filing procedure, SAFE requires domestic enterprises under Circular 75 to coordinate and supervise such amendment or filings with SAFE or its local counterparts by such PRC residents. If PRC residents fail to comply, the domestic enterprises are required to report to the local SAFE authorities.

Failure to comply with the registration procedures set forth in Circular 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including being prohibited from distributing its profits and proceeds from any reduction in capital, share transfer or liquidation to its offshore parent or affiliate, and restrictions on the ability to contribute additional capital from the offshore entity to the PRC entities, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.

Regulation on Overseas Listings

On August 8, 2006, MOFCOM, the CSRC, the State-owned Assets Supervision and Administration Commission, the SAT, the State Administration of Industry and Commerce and SAFE jointly promulgated the “Rules on the Mergers and Acquisition of Domestic Enterprises by Foreign Investors,” which became effective on September 8, 2006, and was further amended on June 22, 2009, or the M&A Rules.

Among other things, the M&A Rules include new provisions that purport to require that an offshore special purpose vehicle, or SPV, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals must obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings. However, the application of this PRC regulation remains unclear with no consensus currently existing among the leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.

Regulations on Dividend Distribution

The principal regulations governing dividend distributions by wholly foreign-owned enterprises include: Wholly Foreign-Owned Enterprise Law (1986), as amended in 2000 and Wholly Foreign-Owned Enterprise Law Implementing Rules (1990), as amended in 2001. Under these regulations, wholly foreign-owned enterprises in the PRC may pay dividends only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, these foreign-invested enterprises are required to set aside 10% of their after-tax profits based on the PRC accounting standards each year, if any, to fund their general reserve fund, until the accumulative amount of such reserves reaches 50% of their registered capital. These reserves are not distributable as cash dividends. Besides the compulsory reserve fund, wholly foreign-owned enterprises may also set aside any funds from their after-tax profits, at the discretion of their shareholders. In addition, dividends we pay to our non-PRC shareholders may be subject to a 10% withholding tax, unless otherwise set forth in the tax treaties between China and other countries or areas.

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Regulations Relating to Taxation

The PRC Enterprise Income Tax Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, unless where tax incentives are granted to special industries and projects. Under the PRC Enterprise Income Tax Law and its implementation regulations, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate. Distributions of earnings generated before January 1, 2008 are exempt from PRC withholding tax.

 Under the PRC Enterprise Income Tax Law, an enterprise established outside China with “de facto management bodies” within China is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as “resident enterprises” clarified that dividends and other income paid by such PRC “resident enterprises” will be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC “resident enterprises” to various reporting requirements with the PRC tax authorities.

Under the implementation regulations to the PRC Enterprise Income Tax Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the tax circular mentioned above specifies that certain PRC-invested overseas enterprises controlled by a Chinese enterprise or a Chinese enterprise group in the PRC will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, the company seal, and minutes of board meetings and shareholders’ meetings; and 50% or more of the senior management or directors having voting rights.

Pursuant to the Notice of Value-added Tax Rate in Metal and Non-metal Mineral Dressing Products promulgated on December 19, 2008 and effective on January 1, 2009, beginning from January 1, 2009, the value-added tax rate for metal and non-metal mineral dressing products, including iron ore, is adjusted from 13% to 17%.

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RISK FACTORS

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

Risks Related to Our Business

We have a limited operating history which makes it difficult to assess our business or prospects.

Our operations to date have been limited. We have not yet obtained the necessary permits to mine in the areas surrounding our production facilities located in Hebei Province. From March through September 2010 we conducted trial production with iron ore recovered during the construction of our production facilities and ancillary roads, in accordance with approvals granted by the local mineral authorities.If we are unable to obtain the necessary permits to mine in the areas surrounding our production facilities we will have to purchase iron ores from third parties for processing at our production facilities. To date, all of our sales have been made to a single customer.  Consequently, it is difficult to assess our business or prospects.

We have not yet obtained the necessary permits to mine in the areas surrounding our production facilities. Our failure or inability to obtain, retain or renew required government approvals, permits and licenses for our exploration and mining activities could have a material and adverse effect our business, financial condition and results of operations.

Under the Mineral Resources Law of the PRC, all mineral resources in China are owned by the state. Mining companies like us must obtain certain government approvals, permits and licenses for each mining and exploration project. Our ability to carry on our business is therefore subject to our ability to obtain, renew and maintain such requisite mining and exploration approvals, permits and licenses.

In particular, under relevant PRC laws and regulations, mining companies are required to obtain mining permits to conduct mining activities. Before commercial mining activities may commence, the permit holder must also obtain the relevant production safety permits as well as pass the inspection conducted by relevant environmental protection authorities, which are required by PRC production safety and environmental protection-related laws as well as the local laws and regulations of Hebei Province, where our operations are located.

We have not yet obtained all the necessary permits to operate our production facilities.

We cannot guarantee that we will be able to obtain, retain and  renew our approvals, permits and licenses or that we will be able to successfully obtain, retain or renew future approvals, permits and licenses in a timely manner, or at all, or that such approvals, permits and licenses will not be revoked by the relevant authorities. Moreover, the authorities may impose different or additional conditions on our approvals, permits and licenses that may be burdensome and costly to fulfill. We have been operating under a temporary manufacturing license for metallurgical mineral production, which has been granted on an annual basis, the last of which will expire on December 31, 2011. Failure to obtain, retain or renew and ensure continued compliance with such approvals, permits and licenses as planned may cause us to experience delays in our production plans, thereby adversely affecting our business, financial condition and results of operations.

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We are dependent on a single customer.

To date, all of our iron ore concentrate have been sold to Handan Steel Group Company (“HSG”), a subsidiary of Hebei Steel and Iron Company, a state owned enterprise. If this customer significantly reduces its purchases of iron ore concentrate from us, or if we are unable to sell iron ore concentrate to it on favorable terms or at all, and we are unable to obtain additional customers, our business, financial condition and results of operations may be materially and adversely affected. Our ability to receive payment for the sale of our iron ore concentrate depends on the continued creditworthiness of our customers. Furthermore, the bankruptcy of any of our customers could materially and adversely affect our business. We may be required to extend credit to customers, including on terms that could increase the risk of payment default, in order to compete with the terms offered by other iron ore concentrate suppliers

Our business and results of operations will depend on the market price of iron ore concentrate, which is driven by factors beyond our control.

Our business is sensitive to fluctuations in the price of iron ore concentrate. Like many producers of iron ore concentrate in China, our iron ore concentrate is priced primarily by reference to market prices. Consequently, fluctuations in the market price of iron ore concentrate, due to numerous factors beyond our control such as an imbalance in the supply of and demand for iron ore concentrate in local, national and global markets, the availability of competitive supplies, pricing mechanisms and foreign exchange rates, directly affect the pricing of our iron ore concentrate and our results of operations.

The price of iron ore concentrate has historically been subject to significant fluctuations in response to market forces, such as global iron ore production levels, demand for steel products and general global and PRC economic conditions. Any sustained adverse movement in the price of iron ore concentrate in the future will have a material adverse effect on our business, financial condition and results of operations.

We do not have the land use rights to the property upon which our mine is located.

The land occupied by our production facilities has been listed in the overall plan for land utilization of Zhangjiakou City as land to be used for construction. According to Chinese laws and regulations related to land management, only the state-owned land can be used for construction.  The land occupied by our production facilities is still owned collectively by local villagers at present and only could be used by us for construction after it is changed to state-owned land through acquisition by the local government. We cannot assure you that we will obtain the land use rights to the property upon which our production facility is located. The failure to obtain such land use rights would have a material and adverse effect on our business, financial condition and results of operations.

Our mining operations have a finite life, and eventual closure of these operations will entail costs and risks regarding ongoing monitoring, rehabilitation and compliance with environmental standards.

Our mining operations have finite lives. We will have to discontinue our mining operations upon closure of our mine. Moreover, the closure of mines entails significant costs and risks, including among others:

·   long-term management of permanent engineered structures;

·   compliance with environmental closure standards;

·   orderly retrenchment of employees; and

·   relinquishment of the site with associated permanent structures and community development     infrastructure and programs to new owners.

The successful completion of these tasks depends on our ability to successfully implement negotiated agreements with the relevant governmental authorities, community organizations and employees. The consequences of a difficult closure range from increased closure costs and handover delays to ongoing environmental rehabilitation costs and damage to our reputation if desired outcomes cannot be achieved, which could materially and adversely affect our business and results of operations.

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Our plan to acquire additional mineral reserves may not succeed.

We intend to expand our mineral reserves by acquiring additional mining assets. However, we may encounter intense competition from other companies seeking to acquire the same assets and we may fail to select or value targets appropriately. One of the important factors that we will consider when we select or value targets is their resource and reserve estimates. Resource and reserve estimates involve professional judgments based on factors such as technical data, experience and industry practice. The accuracy of these estimates may be affected by many factors, including the quality of the results of exploration drilling, sampling of the ore, analysis of the ore samples, estimation procedures and the technical expertise and experience of the persons making the estimates. There are also many assumptions and variables beyond our control that may result in inherent uncertainties in estimating reserves. As a result, resource and reserve estimates may be inaccurate and may lead to a failure to select or value targets appropriately, which may in turn result in our inability to successfully implement our expansion plans at a reasonable cost, or at all.

Even if we discover or acquire mineral reserves at a price that we believe is in the interests of our

Company, it can take several years from the initial phases of drilling until production is possible, during which the economic feasibility of production may change. It takes substantial time and expenditures to:

·   comprehensively establish ore reserves through drilling;

·   determine appropriate mining and production processes for optimizing the recovery of iron

                 contained in ore;

·   obtain environmental and other licenses;

·   construct mining and processing facilities; and

·   obtain the ore or extract iron content from the ore.

If a project proves not to be economically feasible by the time we are able to exploit it, we may incur substantial losses or write-offs. In addition, potential changes or complications involving metallurgical and other technological processes arising during the life of a project may result in cost overruns that may render the project not economically feasible. We also face risks in relation to changes to applicable laws and regulations, compliance with which may make extracting the ore more expensive than we had previously estimated. We therefore cannot assure you that new mineral reserves will be successfully developed or integrated within our existing operations at a reasonable cost within a reasonable period of time or at all or that they will generate the expected economic returns. If our expansion plans are delayed or they fail to deliver the expected economic benefits, our business, financial condition and results of operations would be materially and adversely affected.

We face certain risks and uncertainties beyond our control that are associated with our operations and our customers’ operations.

Our mining and processing operations are subject to a number of operating risks and hazards, some of which are beyond our control. These operating risks and hazards include the need to carry out unscheduled maintenance; critical equipment failures in our mining or ore processing operations; industrial accidents; water, power or fuel supply interruptions; fires, inclement or hazardous weather conditions and natural disasters; and unusual or unexpected variations in the ore and in the geological or mining conditions such as instability of the open-pit slopes and subsidence of the working areas. Any of these risks and hazards or any combination thereof may disrupt or result in a suspension of our operations, increase production costs, result in property damage, personal injuries and liability to us and harm our reputation. Natural disasters and industrial accidents also may interrupt our customers’ operations and production, impacting the demand they may have for our products. Moreover, natural disasters and industrial accidents may damage or substantially hamper critical ancillary operations such as the transportation of our products to our customers. The occurrence of any natural disaster or industrial accident adversely affecting our customers and their ancillary operations may have a material adverse effect on our business, financial condition and results of operations.

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Our insurance coverage may be insufficient to cover our business risks.

We face various operational risks in connection with our business. However, we are not insured against certain risks. Any losses and liabilities for which we are not insured or our insurance coverage is inadequate to cover the entire liability may have a material adverse effect on our business, financial condition and results of operations.

We cannot assure you that the safety measures we have in place for our operations will be sufficient to mitigate or reduce industrial accidents. We also cannot assure you that casualties or accidents will not occur or that our insurance coverage would be sufficient to cover costs associated with major accidents. In the event that we incur substantial losses or liabilities and our insurance does not cover such losses or liabilities adequately or at all, our business, financial condition and results of operations may be materially and adversely affected.

We may not be able to obtain and renew land use rights and building ownership rights for our mining sites and facilities.

China Jinxin leases 15.80 hectares of land, on which it built its production facilities and office buildings for a term ending in December 2026.  China Jinxin constructed five houses on its land.  Pursuant to the certificates of ownership, the total area is 9,755 square meters, among which the valid period of the corresponding land use right of 9,646.49 square meters terminates on August 30, 2009, and the balance terminates on March 6, 2014. There can be no assurance we will be able to renew our leases upon expiration of their current terms.

The land occupied by our production facilities has been designated for construction. According to Chinese laws and regulations, only state-owned land can be used for construction. However, the land occupied by China Jinxin’s production facilities is not and has never been state-owned.  It is currently owned collectively by local villagers.  As a result, the land has to be acquired by the local government and then transferred to China Jinxin.   Because this process has not been completed, the houses, office buildings and production facilities on the land are subject to limitations on transfer or the granting of mortgages.  Further, there can be no assurance that China Jinxin will be able to continue to use its facilities if the transfer process is not completed.

Our business requires significant and continuous capital investment.

We will require a high level of capital expenditure in the foreseeable future to fund our ongoing operations and future growth. We will require significant additional capital to implement our strategy of acquiring additional mining assets and undertaking additional exploration activities. We intend to fund our capital expenditures, future acquisitions and additional exploration activities out of internal sources of liquidity and/or through access to additional financing from external sources. Our ability to obtain external financing in the future at a reasonable cost is subject to a variety of uncertainties, including:

·   our future financial condition, results of operations and cash flows;

·   the condition of the global and domestic financial markets; and

·   changes in the monetary policy of the PRC government with respect to bank interest rates and lending practices.

If we require additional funds and cannot obtain them on acceptable terms when required or at a reasonable financing cost or at all, we may be unable to fulfill our working capital needs, upgrade our existing facilities or expand our business. These or other factors may also prevent us from entering into transactions that would otherwise benefit our business or implementing our future strategies. Any of these factors may have a material adverse effect on our business, financial condition and results of operations.

We may have difficulty in managing our future growth and any associated increased scale of our operations.

We expect to expand through both organic growth and acquisitions. Our future expansion may place a significant strain on our managerial, operational, technical and financial resources. In order to better allocate our resources to manage our growth, we must hire, recruit and manage our workforce effectively and implement adequate internal controls in a timely manner. If we are unable to effectively manage our growth and the associated increased scale of our operations, our business, financial condition and results of operations could be materially and adversely affected.

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

Our future success depends in part on the contributions of our management team and key technical and sales personnel and our ability to attract and retain qualified new personnel.  In particular, our success depends on the continuing employment of our Chief Executive Officer, Mr. Changkui Zhu and our Chief Financial Officer, Mr. Zhengting Deng.  There is significant competition in our industry for qualified managerial, technical and sales personnel and we cannot assure you that we will be able to retain our key senior managerial, technical and sales personnel or that we will be able to attract, integrate and retain other such personnel that we may require in the future. If we are unable to attract and retain key personnel in the future, our business, operations, financial condition, results of operations and prospects could be materially adversely affected.

Our business depends on reliable and adequate transportation capacity for our products.

Iron ore and iron ore-related products are bulky and heavy. Although our sole customer has assumed responsibility for payment of transportation of our mining products, other customers may be unwilling to do so, and as a result, transportation expenses may become a significant component of our selling expenses. Fluctuations in transportation expenses may adversely affect our ability to produce and deliver our products as well as our selling expenses, margins and profitability. If the capacity of transportation networks to or from our processing plants is reduced or cut off entirely for any long period of time, we may lose our customers or breach existing sales contracts. Any difficulties experienced by us in delivering our products may increase our transportation costs, reduce demand for our products and have a material adverse effect on our business, financial condition and results of operations.

Our operating costs may increase.

Mining costs generally increase over the lifespan of a mine as pits or underground mining faces become deeper. In addition, labor costs and raw material and utilities costs in China are generally expected to increase. If our mining costs, labor costs or other operating costs increase and we cannot increase our production efficiency to offset any such increase or pass any such increase on to our customers, our business, financial condition and results of operations may be materially and adversely affected.

We may not be able to maintain an adequate and timely supply of electricity, water, equipment, auxiliary materials and other critical supplies at reasonable prices or at all.

Cost effective operations of our mine depend, among other things, on the adequate and timely supply of electricity, water and auxiliary materials, such as grinding balls, diesel and explosives. Electricity and water are the main utilities used in our operations. Any increase in the prices of electricity or water or disruption in our electricity or water supply could materially and adversely affect our financial condition and results of operations. We source our auxiliary materials and equipment from domestic suppliers in the PRC. If our supplies of auxiliary materials, equipment or spare parts are interrupted or their prices increase, or our existing suppliers cease to supply us on acceptable terms, our business, financial condition and results of operations could be materially and adversely affected.

We may be subject to disputes with employees or other third parties.

The businesses we operate involve dealings with both permanent and temporary employees as well as numerous third parties including land use rights holders, suppliers and customers, and we may be subject to claims or litigation involving such employees or third parties from time to time such as labor disputes and claims under business contracts with suppliers or customers. We may also be subject to labor disputes, labor shortages or other impositions on our business operations, such as supply shortages, if we are unable to amicably resolve disputes with any such parties. Issues with the local communities surrounding the areas where we operate might also arise from the implementation of our business activities, which may result in community protests, blocking of access to our operations and third party claims. Our operations may be affected if we fail to successfully settle any such issues with local communities or groups. We cannot assure you that any such disputes will not arise in the future and that the occurrence of one or multiple disputes will not have a material adverse effect on our business and financial condition.

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Risks Related to Doing Business in China

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

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

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

Our business depends on China’s economic growth.

Our business and prospects depend on the rate of economic growth in the PRC which, in turn, affects demand for iron and steel. The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. The PRC economy has grown significantly in recent years; however, we cannot assure you that such growth will continue.  If the PRC’s economic growth slows or if the PRC economy experiences a recession, the demand for our products may decrease and our business, financial condition and results of operations may be materially and adversely affected.

We derive substantially all of our revenue from the sale of iron ore concentrate. Growth in demand for iron ore concentrate is fuelled largely by the growth of the PRC iron and steel industries. Demand for our iron ore concentrate is, in particular, heavily dependent on the production levels of major steel producers in Liaoning Province and Hebei Province in the PRC and their demand for our products.

In 2008 and 2009, the economies of the United States, Europe and certain countries in Asia experienced a severe and prolonged recession and China experienced a slowdown in growth, which led to a reduction in economic activity. As a result, the demand for, and market prices of, iron ore concentrate in China also declined significantly. Any prolonged slowdown of the PRC economy in the future could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to extensive regulations and affected by government policies in the PRC mining industry.

We are subject to extensive national, provincial and local government regulations, policies and controls in the PRC that govern many aspects of our industry, including, without limitation:

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·   limits on increases in ore output volume;

·   grant and renewal of mining rights;

·   grant and renewal of safety production permits;

·   production safety and casualty ratings;

·   taxes and fees;

·   environmental, health and safety standards; and

·   annual verification of mining permits and exploration permits.

The liabilities, costs, obligations and requirements associated with these laws and regulations may be significant and may delay or interrupt our operations. Failure to comply with the relevant laws and regulations in our mining operations may result in penalties or suspension of our operations. Additionally, we cannot assure you that the relevant government agencies will not alter these laws or regulations or impose additional or more stringent laws or regulations. Compliance with new laws or regulations may require us to incur significant costs, capital expenditures or other obligations and secure new sources of financing. More stringent laws or regulations may also restrict our business operations. The cost of compliance with regulations is and will continue to be substantial, and any increase in costs due to changes in laws or regulations or to our failure to comply may have a material adverse effect on our business, financial condition and results of operations.

In addition, the current PRC government policies favor the acquisition and consolidation of mines by large mining companies. However, we cannot assure you that such policies will not change in the future. In the event that those policies favoring our acquisition and expansion plans change, our costs of carrying out our acquisition and expansion plans may increase substantially and our ability to effect such plans may decrease.

Our operations are exposed to risks in relation to environmental protection and rehabilitation and our business operations may be affected by current or future safety and environmental regulations.

Our operations are subject to environmental risks and hazards and we are subject to extensive and increasingly stringent safety and environmental protection laws and regulations in the PRC. These laws and regulations:

·    impose fees for the discharge of waste substances;

·   require the establishment of reserves for reclamation and rehabilitation;

·   impose fines for serious environmental offences; and

·   allow the PRC government, at its discretion, to close down any facilities failing to comply with orders to correct or stop operations that have caused environmental damage.

Environmental hazards may occur in connection with our operations as a result of human negligence, force majeure or otherwise. The occurrence of any environmental hazards may delay production, increase production costs, cause personal injuries or property damage, result in liability to us and/or damage our reputation. Claims may be asserted against us arising out of our operations in the normal course of business, including claims relating to land use, safety, health and environmental matters. Some incidents may also result in a breach of conditions of our mining permits and exploration permit, or other consents, approvals or authorizations, which may result in fines or penalties or even possible revocation or our mining permits and/or exploration permit. We are not insured against environmental liabilities and there can be no assurance that environmental liabilities would not materially and adversely affect our business and results of operations.

The PRC government is currently moving towards more rigorous enforcement of applicable laws and regulations, as well as the adoption and enforcement of more stringent environmental standards. As a result, our budgeted capital expenditures for safety and environmental regulatory compliance may be insufficient and we may need to allocate additional funds. Moreover, we cannot assure you that we can comply with all applicable safety and environmental laws and regulations that may be adopted or amended in the future. If we fail to comply with current or future safety or environmental laws and regulations, we may be required to stop production, pay penalties or fines and take corrective actions, any of which may have a material adverse effect on our business, financial condition and results of operations.

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Restrictions on foreign investment in the PRC mining industry could materially and adversely affect our business and results of operations.

In the PRC, foreign companies have, in the past, been, and are currently, required to operate within a framework different from that imposed on domestic PRC companies. However, the PRC government has been opening up opportunities for foreign investment in mining projects and this process is expected to continue, especially following the PRC’s accession into the World Trade Organization. Iron ore mining is an encouraged industry for foreign investment in China. However, if the PRC government should reverse this trend, or impose greater restrictions on foreign companies, or seek to nationalize our PRC operations, our business and results of operations could be materially and adversely affected. For a description of the PRC laws and regulations applicable to foreign mining companies, please refer to ‘‘Government Regulations’’ in this report.

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

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

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

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

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

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

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Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on currency conversion between Renminbi and foreign currencies and, in certain cases, the remittance of currency out of and into China. We receive all of our revenue in Renminbi, which is currently not a freely convertible currency. Under our current corporate structure, income of our Company will be primarily derived from dividend payments from China Tongda. Shortages in the availability of foreign currency may restrict the ability of China Tongda to remit sufficient foreign currency to pay dividends to us, or otherwise satisfy its foreign currency dominated obligations.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, in most cases, particularly payments of capital account items, approval from appropriate PRC governmental authorities is required where (i) Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of offshore bank loans denominated in foreign currencies, and (ii) any foreign currency is to be converted into Renminbi for investment in China. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. In addition, the ‘‘Notice of SAFE on Issues Relating to Foreign Exchange Control on Fund Raisings by Domestic Residents Through Offshore Special Purpose Vehicles and Round-trip Investments’’ (‘‘Circular 75’’) promulgated by SAFE, which came into force on November 1, 2005, applies to our Company and the Controlling Shareholders. All of the Chinese  beneficial owners of our shares have filed the application of foreign exchange registration for overseas investment with the local branch of SAFE but have not yet received the requisite approvals. However, they are required to file a modification to the foreign exchange registration for overseas investment in the event of any material capital changes, including, without limitation, (i) a subsequent equity financing for our Company outside of the PRC; (ii) a capital change in our Company; and (iii) any share transfer or share swap involving our Company in accordance with Circular 75. Payment of dividends, profits and other payments to our Company will not be permitted unless the aforesaid modification has been filed. If the foreign exchange control system prevents us from converting Renminbi into foreign currencies or vice versa, and obtaining sufficient Renminbi or foreign currency to satisfy our currency demands, our ability to transfer Renminbi to fund our business operations in China or to pay dividends in foreign currencies to our shareholders, including holders of our common shares, may be adversely affected.

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

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

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

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

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

The PRC regulatory authorities may take the view that the reverse acquisition transaction and the Share Exchange Agreement are part of an overall series of arrangements which constitute a Round-trip Investment, because at the end of these transactions, the current owners of China Jinxin will have effective control of a foreign entity that acquired ownership of our Chinese subsidiary. The PRC regulatory authorities may also take the view that the registration of the acquisition of China Tongda with the relevant AIC and the filings with the SAFE may not be evidence that the acquisition has been properly approved because the relevant parties did not fully disclose to the AIC, SAFE or MOFCOM the overall restructuring arrangements, the existence of the Share Exchange Agreement and its link with the acquisition.  If the PRC regulatory authorities take the view that the acquisition constitutes a Round-trip Investment under the 2006 M&A Rules, we cannot assure you we may be able to obtain the approval required from MOFCOM.

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

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

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

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

We may be deemed to be a resident enterprise by Chinese tax authorities. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as interest on financing proceeds and non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the EIT Law and its implementing rules dividends paid to us from our PRC subsidiary would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with respect to gains derived by our non-PRC shareholders from transferring our shares. We are actively monitoring the possibility of “resident enterprise” treatment for the 2010 tax year.

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

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We face uncertainty from China’s Circular on Strengthening the Administration of Enterprise Income Tax on Non-Resident Enterprises' Share Transfer, or Circular 698, released in December 2009 with retroactive effect from January 1, 2008.

The Chinese State Administration of Taxation, or SAT, released a circular on December 15, 2009 that addresses the transfer of shares by nonresident companies, generally referred to as Circular 698. Circular 698, which is effective retroactively to January 1, 2008, may have a significant impact on many companies that use offshore holding companies to invest in China. Circular 698, which provides parties with a short period of time to comply with its requirements, indirectly taxes foreign companies on gains derived from the indirect sale of a Chinese company. Where a foreign investor indirectly transfers equity interests in a Chinese resident enterprise by selling the shares in an offshore holding company, and the latter is located in a country or jurisdiction where the effective tax burden is less than 12.5% or where the offshore income of his, her, or its residents is not taxable, the foreign investor is required to provide the tax authority in charge of that Chinese resident enterprise with the relevant information within 30 days of the transfers. Moreover, where a foreign investor indirectly transfers equity interests in a Chinese resident enterprise through an abuse of form of organization and there are no reasonable commercial purposes such that the corporate income tax liability is avoided, the PRC tax authority will have the power to re-assess the nature of the equity transfer in accordance with PRC’s “substance-over-form” principle and deny the existence of the offshore holding company that is used for tax planning purposes. There is uncertainty as to the application of Circular 698. For example, while the term "indirectly transfer" is not defined, it is understood that the relevant PRC tax authorities have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with China. It is also unclear, in the event that an offshore holding company is treated as a domestically incorporated resident enterprise, whether Circular 698 would still be applicable to a transfer of shares in such offshore holding company. Moreover, the relevant authority has not yet promulgated any formal provisions or formally declared or stated how to calculate the effective tax in the country or jurisdiction and to what extent and the process of the disclosure to the tax authority in charge of that Chinese resident enterprise. In addition, there are not any formal declarations with regard to how to decide “abuse of form of organization” and “reasonable commercial purpose,” which can be utilized by us to determine if our Company complies with the Circular 698. If Circular 698 is determined to be applicable to us based on the facts and circumstances around such share transfers, we may become at risk of being taxed under Circular 698 and we may be required to expend valuable resources to comply with Circular 698 or to establish that we should not be taxed under Circular 698, which could have a material adverse effect on our financial condition and results of operations.

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

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

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

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

You may have difficulty enforcing judgments against us.

We are a Delaware holding company, but Real Fortune HK is a Hong Kong company, and our principal operating affiliate and subsidiary, China Jinxin and China Tongda, are located in the PRC.  Most of our assets are located outside the United States and most of our current operations are conducted in the PRC. In addition, most of our directors and officers are nationals and residents of countries other than the United States.  A substantial portion of the assets of these persons is located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments predicated on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located outside the United States. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Courts in China may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security or the public interest. So it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States.

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

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

Risks Relating to the VIE Agreements

The PRC government may determine that the VIE Agreements are not in compliance with applicable PRC laws, rules and regulations.

China Tongda manages and operates our steel production business through China Jinxin pursuant to the rights its holds under the VIE Agreements.  Almost all economic benefits and risks arising from China Jinxin’s operations are transferred to China Tongda under these agreements.  Details of the VIE Agreements are set out in “DESCRIPTION OF BUSINESS - Acquisition of Real Fortune HK Limited”above.

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There are risks involved with the operation of our business in reliance on the VIE Agreements, including the risk that the VIE Agreements may be determined by PRC regulators or courts to be unenforceable.  If the VIE Agreements were for any reason determined to be in breach of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such breach, including:

l	imposing economic penalties;
l	discontinuing or restricting the operations of China Jinxin or China Tongda;
l	imposing conditions or requirements in respect of the VIE Agreements with which China Jinxin or China Tongda may not be able to comply;
l	requiring our company to restructure the relevant ownership structure or operations;
l	taking other regulatory or enforcement actions that could adversely affect our company’s business; and
l	revoking the business licenses and/or the licenses or certificates of China Tongda, and/or voiding the VIE Agreements.

Any of these actions could adversely affect our ability to manage, operate and gain the financial benefits of China Jinxin, which would have a material adverse impact on our business, financial condition and results of operations.

Our ability to manage and operate China Jinxin under the VIE Agreements may not be as effective as direct ownership.

We conduct our steel production business in the PRC and generate virtually all of our revenues through the VIE Agreements. Our plans for future growth are based substantially on growing the operations of China Jinxin.  However, the VIE Agreements may not be as effective in providing us with control over China Jinxin as direct ownership.  Under the current VIE arrangements, as a legal matter, if China Jinxin fails to perform its obligations under these contractual arrangements, we may have to (i) incur substantial costs and resources to enforce such arrangements, and (ii) rely on legal remedies under PRC law, which we cannot be sure would be effective. Therefore, if we are unable to effectively control China Jinxin, it may have an adverse effect on our ability to achieve our business objectives and grow our revenues.

As the VIE Agreements are governed by PRC law, we would be required to rely on PRC law to enforce our rights and remedies under them; PRC law may not provide us with the same rights and remedies as are available in contractual disputes governed by the law of other jurisdictions.

The VIE Agreements are governed by the PRC law and provide for the resolution of disputes through arbitral proceedings pursuant to PRC law. If China Jinxin or its shareholders fail to perform the obligations under the VIE Agreements, we would be required to resort to legal remedies available under PRC law, including seeking specific performance or injunctive relief, or claiming damages. We cannot be sure that such remedies would provide us with effective means of causing China Jinxin to meet its obligations, or recovering any losses or damages as a result of non-performance. Further, the legal environment in China is not as developed as in other jurisdictions. Uncertainties in the application of various laws, rules, regulations or policies in PRC legal system could limit our liability to enforce the VIE Agreements and protect our interests.

The payment arrangement under the VIE Agreements may be challenged by the PRC tax authorities.

We generate our revenues through the payments we receive pursuant to the VIE Agreements. We could face adverse tax consequences if the PRC tax authorities determine that the VIE Agreements were not entered into based on arm’s length negotiations. For example, PRC tax authorities may adjust our income and expenses for PRC tax purposes which could result in our being subject to higher tax liability, or cause other adverse financial consequences.

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Our principal shareholders have potential conflicts of interest with our company which may adversely affect our business.

Changkui Zhu is our chief executive officer.  Mr. Changqing Han is our largest shareholder.  Mr. Zhu also is an officer and Mr. Han is also the shareholder of China Jinxin.  There could be conflicts that arise from time to time between our interests and the interests of Mr. Zhu or Mr. Han. There could also be conflicts that arise between us and China Jinxin that would require our shareholders and China Jinxin’s shareholders to vote on corporate actions necessary to resolve the conflict. There can be no assurance in any such circumstances that Mr. Han will vote his shares in our best interest or otherwise act in the best interests of our company.  If Mr. Zhu or Mr. Han fails to act in our best interests, our operating performance and future growth could be adversely affected.

If China Tongda exercises the purchase option it holds over China Jinxin’s share capital pursuant to the VIE Agreements, the payment of the purchase price could materially and adversely affect our financial position.

Under the VIE Agreements, China Jinxin’s shareholders have granted China Tongda an option for thirty years beginning from the effective date of the agreement (or longer if the term of the option is extended) or the maximum period of time permitted by law to purchase all of the equity interest in China Jinxin at a price equal to the capital paid in by the transferors, adjusted pro rata for purchase of less than all of the equity interest, unless applicable PRC laws and regulations require an appraisal of the Equity Interest or stipulate other restrictions regarding the purchase price of the equity interest.  As China Jinxin is already our contractually controlled affiliate, China Tongda’s exercising of the option would not bring immediate benefits to our company, and payment of the purchase prices could adversely affect our financial position.

Risks Relating to Our Common Stock and Our Status as a Public Company

Our management is not familiar with the United States securities laws.

Our management is generally unfamiliar with the requirements of the United States securities laws and may not appreciate the need to devote the resources necessary to comply with such laws. A failure to adequately respond to applicable securities laws could lead to investigations by the Securities and Exchange Commission and other regulatory authorities that could be costly, divert management's attention and disrupt our business.

There is no public trading market for our common stock, which may have an unfavorable impact on our stock price and liquidity.

There is no existing trading market for our common stock and there can be no assurance that a trading market in our shares of common stock will develop, or if developed, will be sustained.  Although we plan to apply to have our common stock quoted on a recognized quotation system, such as the OTC Bulletin Board, we cannot assure you as to when the shares will be approved for quotation, if at all.  The trading market for securities of companies quoted on the OTC Bulletin Board or other quotation systems is substantially less liquid than the average trading market for companies listed on a national securities exchange. The quotation of our shares on the OTC Bulletin Board or other quotation system may result in a less liquid market available for existing and potential shareholders 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.

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Certain of our stockholders have substantial influence over our company, and their interests may not be aligned with the interests of our other stockholders.

Mr. Changqing Han owns approximately 20% of our outstanding shares and three other former shareholders of Real Fortune BVI each own between 12% and 13% of our outstanding shares.  As a result, Mr. Han and the other former shareholders of Real Fortune BVI have significant influence over our business, including decisions regarding mergers, consolidations, the sale of all or substantially all of our assets, election of directors and other significant corporate actions. As a result of this concentration of ownership, you and our other shareholders, acting alone, do not have the ability to determine the outcome of matters requiring shareholder approval, including the election of our directors or significant corporate transactions. In addition, this concentration of ownership, which is not subject to any voting restrictions, may discourage, delay or thwart efforts by third parties to take-over or effect a change in control of our company which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company, and may limit the price that investors are willing to pay for our common stock.

We will incur significant costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance requirements, including establishing and maintaining internal controls over financial reporting, and we may be exposed to potential risks if we are unable to comply with these requirements.

As a public company we will incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices.  Our management and other personnel will need to devote a substantial amount of time to these requirements. These rules will increase our legal and financial costs and will make some activities more time-consuming and costly.

 PRC companies have historically not adopted a Western style of management and financial reporting concepts and practices, which include strong corporate governance, internal controls and, computer, financial and other control systems. Most of our middle and top management staff are not educated and trained in the Western system, and we may have difficulty hiring new employees in the PRC with such training.   As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts.  We have not yet evaluated the internal control systems of Real Fortune BVI and its subsidiaries in order to allow our management to report on our internal controls on a consolidated basis as required by these requirements of SOX 404. Under current law, we will be subject to these requirements beginning with our annual report for the fiscal year ending December 31, 2011. Our testing may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner, the market price of our stock could decline if investors and others lose confidence in the reliability of our financial statements and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.

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Since our Certificate of Incorporation authorizes the issuance of ten million shares of “blank-check” preferred stock, our Board of Directors will have authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stock holders and with the ability to adversely affect stockholder voting power and perpetuate the board's control over our company.

Our Certificate of Incorporation authorizes our board of directors to issue up to 10,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the board of directors without further action by stockholders. These terms may include preferences as to dividends and liquidation, voting rights, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.

We may, in the future, issue additional shares of our common stock, which would reduce investors' percent of ownership and may dilute our share value.

Our Certificate of Incorporation authorizes the issuance of 100 million shares of common stock, of which 8,000,100 have been issued and are outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

The price of our common stock may be adversely impacted by developments applicable to other Chinese companies.

There has been substantial press regarding certain Chinese companies that have apparently engaged in frauds and deceptive practices resulting in significant losses to investors. Such activities and the resulting negative press has had a negative impact on the prices of the stocks of Chinese companies generally.  There is no guarantee that such that such activities will not continue causing investors to avoid buying our stock. Such activities could have a depressive impact on the price of our common stock.

Increased scrutiny of Chinese companies by short-sellers.

The fraudulent activities of certain Chinese issuers has encouraged analysts to investigate Chinese companies in an effort to discredit the disclosures in their public filings or otherwise uncover deceptive practices. If such analysts elect to investigate a company they will often short the stock and release materials disparaging the issuer or questioning the accuracy of its public disclosures.  Given the current environment for Chinese stocks, if an analyst were to publish a negative article about us, it could cause an immediate and substantial decline in the price of our stock, regardless of the accuracy of the claims in the article.

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:

l	our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;
l	changes in financial estimates by us or by any securities analysts who might cover our stock;

l	speculation about our business in the press or the investment community;
l	significant developments relating to our relationships with our customers or suppliers;

l	stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
l	customer demand for our products;

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l	investor perceptions of our industry in general and our Company in particular;
l	the operating and stock performance of comparable companies;

l	general economic conditions and trends;
l	announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;

l	changes in accounting standards, policies, guidance, interpretation or principles;
l	loss of external funding sources;

l	sales of our common stock, including sales by our directors, officers or significant stockholders; and
l	additions or departures of key personnel.

Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention and resources.

Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our Company at a time when you want to sell your interest in us.

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

Overview

We are a company engaged in mining and sales of iron ore products  in the People’s Republic of China (“PRC”). The main product of the Company is iron ore concentrate.

Recent Developments

 On October 1, 2011, we completed a reverse acquisition transaction, pursuant to which we acquired 100% of the issued and outstanding capital stock of Real Fortune BVI in exchange for 8,000,000 shares of our common stock, which effectively constituted 100% of our issued and outstanding capital stock immediately after the consummation of the reverse acquisition.

See “Business – Acquisition of Real Fortune BVI” for more details regarding the reverse acquisition transaction.

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The following chart reflects our organizational structure as of the date of this report.

 

Target Acquisitions I, Inc. was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the consummation of the reverse acquisition with Real Fortune BVI.  As a result of reverse acquisition, For accounting purposes, the reverse merger has been accounted for as a reverse acquisition under the purchase method for business combinations, and accordingly the reverse acquisition has been treated as a recapitalization of Target Acquisitions, Inc., with Real Fortune BVI as the acquirer. Consequently, the historical consolidated financial statements of Real Fortune BVI are now the historical financial statements of Target Acquisitions I, Inc. The consolidated financial statements of Real Fortune BVI are set forth in Item 9.01 (a) of this report. For pro forma financial information see Item 9.01 (b) of this report.

Results of Operations

Comparison of the Six Months Ended June 30, 2011 and 2010

The following table sets forth the results of our operations for the six months ended June 30 in each of the years indicated as a percentage of net sales:

	Six Months						Six Months						Dollar			Percentage
	Ended						Ended						Increase			Increase
	June 30, 2011			% of Sales			June 30, 2010			% of Sales			(Decrease)			(Decrease)
Sales	$	4,377,375			100	%	$	7,702,416			100	%	$	(3,325,041	)		(43	) %
Costs of goods sold		2,217,948			51	%		4,151,636			54	%		(1,933,688	)		(47	) %
Gross profit		2,159,427			49	%		3,550,780			46	%		(1,391,353	)		(39	) %
Operating expenses		612,909			14	%		365,609			5	%		247,300			68	%
Income from operations		1,546,518			35	%		3,185,171			41	%		(1,638,653	)		(51	) %
Other Expenses, net		(27,053	)		-			(24,906	)		-			(2,147	)		n/m
Income before income taxes		1,519,465			35	%		3,160,265			41	%		(1,640,800	)		(52	) %
Income taxes		397,489			9	%		801,390			10	%		(403,901	)		n/m
Net income	$	1,121,976			26	%	$	2,358,875			31	%	$	(1,236,899	)		(52	) %

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Sales. Our revenues are derived from sale of iron ore concentrate. We completed our first production facilities in February 2010 and commenced production and sales in March 2010. However, due to the government’s temporary restriction on ore production resulting from the implementation of an energy saving and emission reduction plan by the government, we ceased production from September 2010 to March 2011. Since we have not yet received any mining rights, the iron ore concentrate that we sold to our customer were from the crude iron ore reserves displaced during the construction of the production facilities and ancillary roads on the mine near our production facilities. We signed a long-term (ten years) strategic contract with one stated-owned customer, and agreed to sell all of our products to this customer.  We believe we will receive the first mining rights within the next year and acquire additional mining rights within the next five years. We had sales of $4.38 million for the six months ended June 30, 2011, a decrease of $3.34 million or 43%, compared to $7.70 million sales for the comparable six month period in 2010.

Cost of Goods Sold.  Cost of goods sold consist primarily of amortization of the asset retirement cost, direct material, direct labor, depreciation of mining plant items and equipments, and accrual of the mining rights, which are directly attributable to the production of iron ore and iron ore concentrate. We did not have any sales during the first quarter of 2011 and have resumed production and sales since April 2011. Cost of goods sold for the six months ended June 30, 2011was $2.22 million, a decrease of $1.93 million or 47%, compared to cost of goods sold of $4.15 million for the comparable six month period in 2010. Cost of goods sold as a percentage of sales was 51% for 2011 and 54% for the comparable six month period in 2010.

Gross Profit. Gross profit was $2.16 for the six months ended June 30, 2011, as compared $3.55 million for the comparable six month period in 2010.  Our gross profit as a percentage of sales was approximately 49% for 2011 and 46% for comparable six month period in 2010.

Operating Expenses.  Operating expenses, which consist mainly of employee salary, depreciation and amortization of items not directly associated with mining, and utilities expenses, totaled $0.61 million for the six months ended June 30, 2011, compared to $0.37 million for the comparable six month period in 2010, an increase of $0.25 million or approximately 68%. The increase was due to increased management and employees’ salary as overall labor costs increased in China.

Net Income. Our net income for the six months ended June 30, 2011was $1.12 million, compared to net income of $2.36 million for the comparable six month period in 2010, a decrease of $1.24 million or 52%. This was mainly attributable to the factors discussed above. 

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Comparison of the Years Ended December 31, 2010 and 2009

The following table sets forth the results of our operations for the years ended December 31 in each of the years indicated as a percentage of net sales:

	Year						Year						Dollar			Percentage
	Ended						Ended						Increase			Increase
	December 31, 2010			% of Sales			December 31, 2009			% of Sales			(Decrease)			(Decrease)
Sales	$	12,761,246			100	%	$	-			-	%	$	12,761,246			-	%
Costs of goods sold		7,167,555			56	%		-			-	%		7,167,555			-	%
Gross profit		5,593,691			44	%		-			-	%		5,593,691			-	%
Operating expenses		1,244,740			10	%		832,930			-	%		411,810			49	%
Income from operations		4,348,951			34	%		(832,930	)		-	%		5,181,881			622	%
Other Expenses, net		(49,999	)		(0.4	)%		-			-			(49,999	)		n/m
Income before income taxes		4,298,952			34	%		(832,930	)		-	%		5,131,882			616	%
Income taxes		1,096,923			8	%		-			-	%		-			n/m
Net income	$	3,202,029			25	%	$	(832,930	)		-	%	$	4,034,959			484	%

Sales. Our revenues are derived from sale of iron ore concentrate. We completed our production facilities in February 2010 and commenced production and sales in March 2010. However, due to the government’s temporary restriction on ore production resulting from the implementation of an energy saving and emission reduction plan by the government, we ceased production during the period September 2010 to March 2011. Since we have has not yet received any mining rights, the iron ore concentrate that we sold to our customer were from the crude iron ore reserves displaced during the construction of the production facilities and ancillary roads on the mine near our production facilities. We signed a long-term (ten years) strategic contract with one stated-owned customer, and agreed to sell all of our products to this customer. For the year ended December 31, 2010, we had $12.76 million in sales of iron ore concentrate. We believe we will receive the first mining rights within the next year and acquire additional mining rights within the next five years.

Cost of Goods Sold.  Cost of goods sold for the year ended December 31, 2010 was $7.17 million. Our total production for the year ended December 31, 2010 was 110,570 tons and average cost per ton was $64.82. Cost of goods sold as a percentage of sales was 56% for the year ended December 31, 2010.

Gross Profit. Gross profit was $5.59 million and gross profit margin was 44% for the year ended December 31, 2010.  

Operating Expenses.  Operating expenses totaled $1.24 million for the year ended December 31, 2010, as compared to $0.83 million for the 2009 period, an increase of $0.41 million, or approximately 49%, due to increased salary, depreciation and utilities expenses resulting from the commencement of production in the second quarter of 2010.

Net Income. Our net income for the year ended December 31, 2010 was $3.20 million compared to a net loss of $0.83 million for the year ended December 31, 2009, an increase of $4.03 million. This was mainly attributable to the factors discussed above. Net income as a percentage of sales was 25% for the year ended December 31, 2010.

Liquidity and Capital Resources

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Comparison of the Six Months Ended June 30, 2011 and 2010

As of June 30, 2011, we had cash and cash equivalents of $176,041. Our working capital was approximately $(1.11) million. The ratio of current assets to current liabilities was 0.64:1 at June 30, 2011.

The following is a summary of cash provided by or used in each of the indicated types of activities during the six months ended June 30, 2011 and 2010:

	Six Months Ended June 30,
	2011			2010
Net cash provided by operating activities	$	1,362,764		$	850,278
Net cash used in investing activities		(581	)		(35,425	)
Net cash provided by (used in) financing activities		(1,473,477	)		732,579
Exchange rate effect on cash		4,036			8,301
Net cash inflow (outflow)	$	(107,258	)	$	1,555,733

Net cash provided by operating activities was $1.36 million for the six months ended June 30, 2011, as compared to net cash provided by operating activities of $0.85 million for the comparable six month period in 2010.  Despite the decreased net income in 2011, the increase in cash inflow was primarily due to less cash outflow from accounts receivables outstanding and inventory of $1.35 million and $0.27 million, respectively, in the six months ended June 30, 2011, compared to the same period of 2010, in which we had cash outflow arising from accounts receivable of $2.71 million and inventory of $0.51 million, as well as decreased accounts payable of $0.88 million,.

 Net cash used in investing activities was $581 for the six months ended June 30, 2011, as compared to $35,425 in the comparable six month period in 2010. The cash outflow in the six month period in 2011 and 2010 was used for acquisition of property and equipment.

Net cash used in financing activities was $1.47 million in the six months ended June 30, 2011, as compared to net cash provided by financing activities of $0.73 million in the comparable six month period in 2010. The net cash used in financing activities in 2011 was due to $1.45 million repayment of long term payable and $0.15 million repayment to a related party, partially offset by $0.13 million short-term borrowing from a third party; while in the comparable six month period in 2010, we had a $0.73 million loan from a related party.

Comparison of the Years Ended December 31, 2010 and 2009

As of December 31, 2010, we had cash and cash equivalents of $0.28 million. Our working capital was approximately $(6.50) million. The ratio of current assets to current liabilities was 0.06:1 at December 31, 2010.

The following is a summary of cash provided by or used in each of the indicated types of activities during the years ended December 31, 2010 and 2009:

	Year Ended December 31,
	2010			2009
Net cash provided by (used in) operating activities	$	(659,687	)	$	987,275
Net cash used in investing activities		(35,716	)		(1,712,046	)
Net cash provided by financing activities		883,374			731,957
Exchange rate effect on cash		6,909			78
Net cash inflow	$	194,880		$	7,264

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Net cash used in operating activities was $0.66 million for the year ended December 31, 2010, as compared to net cash provided by operating activities of $0.99 million for the year ended December 31, 2009.  The increase in cash outflow resulted primarily due to significant payments for accounts payable, despite the increase of net income for the year 2010.

Net cash used in investing activities was $0.04 million for the year ended December 31, 2010, as compared to $1.71 million in the for the year ended December 31, 2009. All the cash outflows were used for the acquisition of property and equipment.

Net cash provided by financing activities was $0.88 million in the year ended December 31, 2010, as compared to $0.73 million for the year ended December 31, 2009. The increase in cash inflow from financing activities for the year 2010 was primarily due to advances from a related party of $0.88 million, as compared to advances from a related party of $0.73 million in the year 2009. These advances, which were for working capital, were non-interest bearing and payable on demand.

We do not believe inflation has had a negative impact on our results of operations.

Contractual Obligations

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows.

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

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Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with US GAAP. While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis. 

Basis of Presentations

Our financial statements are prepared in accordance with “US GAAP” and the requirements of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”).

Method of Accounting

We maintain our general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by us conform to US GAAP and have been consistently applied in the presentation of financial statements, which are compiled on the accrual basis of accounting.

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

Accounts Receivable

The Company’s policy is to maintain reserves for potential credit losses on accounts receivable.  Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

Inventory

Inventory consists of iron ore, iron ore concentrate and supplies. Inventory is valued at the lower of average cost or market, cost being determined on a moving weighted average basis method and including labor costs and all expenditures incurred in the course of production.

Asset Retirement Cost and Obligation

The Company uses Statement of Financial Accounting Standards (“SFAS”) No. 143, Accounting for Asset Retirement Obligations, codified in FASB ASC Topic 410. This Statement generally requires that the Company’s legal obligations associated with the retirement of long-lived assets are recognized at fair value at the time the obligations are incurred. Obligations are incurred at the time development of a mine commences for underground mines or construction begins for support facilities, refuse areas and slurry ponds. The obligation’s fair value is determined using DCF techniques and is accreted over time to its expected settlement value. Upon initial recognition of a liability, a corresponding amount is capitalized as part of the carrying amount of the related long-lived asset. Amortization of the related asset is calculated on a unit-of-production method by amortizing the total estimated cost over the salable reserves, multiplied by the production during the period. The Company reviews its asset retirement obligation at least annually and makes necessary adjustments for permit changes as granted by state authorities and for revisions of estimates of the amount and timing of costs. For ongoing operations, adjustments to the liability result in an adjustment to the corresponding asset.

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Property, Plant, and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using shorter of useful live of the property or the unit of depletion method. For shorter lived assets straight-line method over estimated lives ranging from 3 to 20 years is used as follows:

Office Equipment	3-5 years
Machinery	10 years
Vehicles	5 years
Building	20 years

Revenue Recognition

The Company’s revenue recognition policies are in compliance with SEC Staff Accounting Bulletin (“SAB”) 104 (codified in FASB ASC Topic 605).  Sales are recognized when a formal arrangement exists, which is generally represented by a contract between the Company and the buyer; the price is fixed or determinable; title has passed to the buyer, which generally is at the time of delivery; no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue.

Sales represent the invoiced value of iron ore and  iron ore concentrate, net of value-added tax (“VAT”). All of the Company’s coal sold in the PRC is subject to a value-added tax of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

Cost of Goods Sold

Cost of goods sold consists primarily of amortization of the mining rights, direct material, direct labor, depreciation of mining preparation plants such as the underground tunnel and the major mine well and relatedexpenses, which are directly attributable to the production of coal. Write-down of inventory to lower of cost or market is also recorded in cost of goods sold.

Foreign Currency Translation and Comprehensive Income (Loss)

The functional currency is the Renminbi (“RMB”). For financial reporting purposes, RMB were translated into United States Dollars (“USD” or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There has been no significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date.

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The fluctuation of exchange rates does not imply free convertibility of RMB to other foreign currencies. All foreign exchange transactions continue to take place either through the People’s Bank of China (“PBOC”) or other banks authorized to buy and sell foreign currencies at the exchange rate quoted by the PBOC.

The Company uses SFAS No. 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.

Segment Reporting

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" requires use of the “management approach” model for segment reporting, codified in FASB ASC Topic 280.  The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance.  Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

SFAS 131 has no effect on the Company’s financial statements as substantially all of its operations are conducted in one industry segment - coal mining.

Recent Accounting Pronouncements 

On February 25, 2010, the FASB issued ASU No. 2010-09 Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of USA GAAP. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives — Recognition. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU was effective for the Company on July 1, 2010. Early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on January 1, 2011.

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In December 2010, FASB issued ASU No. 2010-28, Intangibles – Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. The amendments in this update affect all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to retained earnings beginning in the period of an adoption. Any goodwill impairments occurring after the initial adoption of the amendments should be included in earnings. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In December 2010, FASB issued ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company adopted the disclosure requirements for the business combinations in 2011.

DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

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

Name	Age	Position
Changkui Zhu	48	Chief Executive Officer
Zhengting Deng	45	Chief Financial Officer

Mr. Changkui Zhu, the chief executive of officer of our company, has been CEO of Zhuolu Jinxin Mining Co., Ltd. since 2010.  Mr. Zhu has over 15 years of experience in production and quality control in the mining industry. In 1986, Mr. Zhu graduated from Tianjin Second Institute of Light Industry with a degree in mining.

Mr. Zhengting Deng, the chief financial officer of our company, has been the CFO of Zhuolu Jinxin Mining Co., Ltd. since 2010.  From 2007 to 2009, Mr. Deng was an independent financial consultant. As an independent consultant, Mr. Deng assisted various companies establish an internal control system and improve their organization structure and corporate accounting system. From 1995 to 2006, Mr. Deng was a financial manager in Shenzhen Xindawei Printing Co., Ltd. Mr. Deng graduated from Zhongnan University of Economics in 1987 with a degree in Accounting.

There are no family relationships among any of our officers and directors.

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Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning compensation awarded to, earned by or paid to the chief executive officer of Target Acquisitions I, Inc. and the chief executive officer of China Jinxin for services rendered in all capacities during the noted periods. No other executive officer of Target Acquisitions I, Inc. or China Jinxin received total annual salary and bonus compensation in excess of $100,000 for the year ended December 31, 2010.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Total ($)
Changkui Zhu, Chief Executive Officer (1)	2010		6,269		-		6,269
	2009		-		-		-
Geoffrey Alison (2)	2010		0		0		0
	2009		0		0		0

(1) On October 1, 2011, we acquired Real Fortune BVI in a reverse acquisition transaction that was structured as a share exchange and in connection with that transaction, Mr. Changkui Zhu became our Chief Executive Officer.  Prior to the effective date of the reverse acquisition, Mr. Vincent J. McGill served as President of Target Acquisitions.  The compensation shown in this table includes the amounts Mr. Zhu received from China Jinxin prior to the consummation of the reverse acquisition.

(2) Geoffrey Alison served as our chief executive officer, president, chief financial officer and treasurer from March 2009 until May 4, 2011.

Summary of Employment Agreements and Material Terms

Prior to our reverse acquisition of Real Fortune BVI, China Jinxin, our operating affiliate was a private limited company organized under the laws of the PRC, and in accordance with PRC regulations, the salary of our executives was determined by our shareholders.  In addition, each employee is required to enter into an employment agreement.  Accordingly, all our employees, including management, have executed our employment agreement.  Our employment agreements with our executives provide the amount of each executive officer’s salary and establish their eligibility to receive a bonus.  Mr. Changkui Zhu’s employment agreement provides for an annual salary of RMB 42,000 (approximately $6,269). Mr. Zhengting Deng’s employment agreement provides for annual salary of RMB 21,600 (approximately $3,223). Mr. Zhu's employment agreement terminates on December 31, 2013 and Mr. Deng's terminates on December 31, 2012.

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

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

Outstanding Equity Awards at Fiscal Year End

For the year ended December 31, 2010, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan, although we anticipate that we will compensate our officers and directors for services to us with stock or options to purchase stock, in lieu of cash.

Compensation of Directors

No member of our board of directors received any compensation for his services as a director during the year ended December 31, 2010 and currently no compensation arrangements are in place for the compensation of directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

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

On May 9, 2011, prior to the reverse acquisition transaction, China Tongda and China Jinxin and its shareholders entered into a series of agreements known as variable interest agreements (the “VIE Agreements”) pursuant to which China Jinxin became China Tongda’s contractually controlled affiliate.  The use of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain industries in which foreign investment is restricted or forbidden by the PRC government.  The VIE Agreements included:

(1) A Management Entrustment Agreement through which China Tongda has the right to manage all aspects of the operations of China Jinxin and pursuant to which the board of directors of China Jinxin may not take any actions without the consent of China Tongda. In consideration of its services, China Tongda shall be paid an amount equal to the net income of China Jinxin and shall be required to pay to China Jiinxin the amount of any loss incurred by China Jinxin.

(2) A Power of Attorney under which the owners of China Jinxin have granted to China Tongda the right to exercise all powers available to the shareholders of China Jinxin.

(3) An Exclusive Purchase Option Agreement pursuant to which China Jinxin and each of its shareholders granted to China Tongda exclusive options to purchase all of the assets or outstanding shares of China Jinxin.  Unless an appraisal is required by the laws of China, the purchase price of the assets or outstanding equity shall be equal to the lower of (i) the actual registered capital of China Jiinxin and (ii) RMB 500,000 (approximately $78,000).

(4) An Equity Pledge Agreement under which the owners of China Jinxin have pledged all of their shares in China Jinxin to guarantee China Jinxin’s performance of its obligations under the VIE Agreements.

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The foregoing description of the terms of the Entrusted Management Agreement, the Power of Attorney, the Exclusive Purchase Option Agreement and the Equity Pledge Agreement is qualified in its entirety by reference to the provisions of the agreements filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this report, respectively, which are incorporated by reference herein.

Prior to the acquisition of Real Fortune BVI by Target Acquisitions I, Inc., China Jinxin was indebted to certain related parties. This indebtedness was non-interest bearing and payable upon demand.

As of December 31, 2010 and 2009, the balances due to these related parties were as follows:

		December 31,
		2010		2009
Liu, Jiazhen	$	2,000,695	$	1,647,579
Zhang, Jianhua		1,469,189		1,281,450
Qi, Kexin		566,234		549,193
Li, Ying		641,732		183,065
Total	$	4,677,850	$	$3,661,287

Insider Transactions Policies and Procedures

The Company does not currently have an insider transaction policy.

Director Independence

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of October 1, 2011 by (i) any person or group with more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and each other executive officer whose cash compensation for the most recent fiscal year exceeded $100,000 and (iv) all such executive officers and directors as a group.  Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Chunshugou Luanzhuang Village, Zhuolu County, Zhangjiakou, Hebei Province, China, 075600.  Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. As of October 1, 2011, after giving effect to the Acquisition, we had outstanding 8,000,100 shares of common stock.

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Name of Shareholder	Amount and Nature of Beneficial Ownership	Percentage of Total Shares
Our Directors and Executive Officers:
Changkui Zhu, CEO	100	*
All Directors and Executive officers as a group (one person owning shares)	100	*
The Owners of More than 5% of Common Stock
Changqing Han	1,610,400	20.13%
Junyan Tian	1,035,200	12.94%
Xia Wang	1,012,000	12.65%
Fengqin Ji	999,200	12.49%
Lixin Shi	666,400	8.33%
Jiazhen Liu	608,000	7.60%

____

* Less than 1%

Changes in Control

On May 4, 2011, Robert L. B. Diener assigned and transferred an aggregate of 5,000,000 shares of common stock of the Company, representing all of the then outstanding shares of the Company’s common stock, to Peter C. Zachariou. This transaction represented a change in the control of the Company.

 Upon the consummation of the sale, on May 4, 2011, Geoffrey Alison, resigned as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company.  Immediately prior to his resignation, Mr. Alison appointed Peter C. Zachariou as a Director of the Company. The Company’s Board of Directors then elected Mr. Zachariou to the offices of President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company.

On May 9, 2011, Peter Zachariou assigned and transferred the 5,000,000 shares of common stock he had purchased from Mr. Diener to Vincent J. McGill, an attorney, for the benefit of one of Mr. McGill’s clients. This transaction represented a change in the control of the Company.

 Upon the consummation of the sale, on May 9, 2011, Mr. Zachariou resigned as the President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company.  Immediately prior to his resignation, Mr. Zachariou appointed Vincent J. McGill a Director of the Company. The Company’s Board of Directors then elected Mr. McGill to the offices of President, Chief Financial Officer and Secretary of the Company.  Mr. McGill resigned all of his positions with the Company on September 29, 2011. Immediately prior to his resignation, Mr. McGill appointed Changkui Zhu a Director of the Company. The Company’s Board of Directors elected Changkui Zhu as Chief Executive Officer of the Company and Zhengting Deng as Chief Financial Officer of the Company.

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DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue up to 100,000,000 shares of common stock, par value $0.001 per share.  Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters.  Our bylaws provide that any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors.  Shareholders do not have preemptive rights to purchase shares in any future issuance of our common stock

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

As October 1, 2011, we had outstanding 8,000,100 shares of common stock.

Preferred Stock

We are authorized to issue up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more series as may be determined by our board of directors, who may establish, from time to time, the number of shares to be included in each series, may fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof.  Any preferred stock so issued by the board of directors may rank senior to the common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both.  Moreover, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of control.

Anti-takeover Effects of Our Certificate of Incorporation and By-laws

Our Certificate of Incorporation and Bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the Company or changing its board of directors and management.  According to our Bylaws and Certificate of Incorporation, neither the holders of the Company’s common stock nor the holders of the Company’s preferred stock have cumulative voting rights in the election of our directors.  The combination of the present ownership by a few stockholders of a significant portion of the Company’s issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace the Company’s board of directors or for a third party to obtain control of the Company by replacing its board of directors.

Anti-takeover Effects of Delaware Law

Delaware Anti-Takeover Statute.

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

l prior to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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l upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated as provided under Section 203; or

l at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law and the provisions of our certificate of incorporation could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

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

There is no existing trading market for our common stock.

Holders

As of October 1, 2011, there were approximately 15 stockholders of record of our common stock.

Penny Stock Regulations

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

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

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

Dividends

In the past, we have not distributed earnings to shareholders.  Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.  Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

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

Securities Authorized for Issuance Under Equity Compensation Plans

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

RECENT SALES OF UNREGISTERED SECURITIES

 On October 1, 2011, we issued an aggregate of 8,000,000 shares of common stock to the former shareholders of China Real Fortune Mining Limited in connection with the Acquisition. These shares were issued in a transaction exempt from the registration requirements of the Securities Act under Rule 903 of Regulation S of the Securities Act. None of the former shareholders of China Real Fortune Mining Limited is a "US Person" (as defined in Rule 902 of Regulation S) and the certificate representing the shares issued to Ms. Song was endorsed with restrictive legends consistent with those exemptions.

SHARES ELIGIBLE FOR FUTURE SALE

 As of October 1, 2011, after giving effect to the Acquisition, we had outstanding 8,000,100 shares of common stock. All of these shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

Rule 144

 Rule 144 permits a person who has beneficially owned restricted shares for at least six months to sell their shares provided that: (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

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Persons who have beneficially owned restricted shares for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, are subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of either of the following:

·  1.0% of the number of shares of common stock then outstanding, which is now 80,001 shares;

and

·  if the common stock is listed on a national securities exchange, the average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Sales Under Rule 144 By Non-Affiliates

Under Rule 144, a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted shares of common stock proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of sale and volume limitation or notice provisions of Rule 144. We must be current in our public reporting if the non-affiliate is seeking to sell under Rule 144 after holding his shares of common stock between six months and one year. After one year, non-affiliates do not have to comply with any other Rule 144 requirements.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies like us, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. Rule 144 also is not for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an exception to this prohibition, however, if the following conditions are met:

·  the issuer of the securities that was formerly a shell company has ceased to be a shell company;

·  the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

·  the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

·  at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, none of the former shareholders of China Real Fortune Mining Limited will be able to sell any of the total of 80,000,100 shares of common stock which they own pursuant to Rule 144 without registration until one year after we file this Current Report on Form 8-K.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

 Section 145 of the Delaware General Corporation Law authorizes a corporation to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Company’s certificate of incorporation includes a provision that eliminates the personal liability of its directors for breach of their fiduciary duty as directors, except that a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the bylaws of the Company provide that:

·  The Company shall indemnify its directors, officers, employees or agents for serving the Company in those capacities or for serving other business enterprises at the Company’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

·  The Company is authorized to obtain insurance to indemnify such persons.

These indemnification provisions may be sufficiently broad to permit indemnification of the Company’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.  The Company may at the discretion of the board of directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in the paragraph above against any and all liability incurred by such person in any such position or arising out of his status as such.

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

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

LEGAL PROCEEDINGS

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

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CHANGE IN REGISTERED INDEPENDENT PUBLIC ACCOUNTANT

(a) Dismissal or resignation of independent registered public accounting firm

On September 23, 2010, the Company was notified by the U.S. Securities and Exchange Commission (“SEC”) that it had received a letter from the Company’s former audit firm, M&K CPAs, PLLC (“M&K”), that M&K had ceased its relationship with the Company and had resigned as the Company’s independent registered public accounting firm.  Prior to September 23, 2010, the Company had not received any communication from M&K regarding its resignation and, as of the date of this report, has not received any such communication.  As of the date of this report, the Company has not seen a copy of the letter received by the SEC.

The report of M&K on the Company’s financial statements as of and for the year ended December 31, 2008, contained no adverse opinion or disclaimer of opinion nor was it qualified or modified as to uncertainty, audit scope, or accounting principle, except that the report expressed a concern regarding the Company’s ability to continue as a going concern.  At the time of M&K’s resignation, the Company has not filed a Form 10-K for the year ended December 31, 2009 and, as a result, M&K did not express an opinion as to the Company’s financial statements as of and for the year ended December 31, 2009.

During the recent fiscal years ended December 31, 2009 and December 31, 2008 and the subsequent period through June 30, 2010, there were no (i) disagreements with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to M&K’s satisfaction, would have caused M&K to make reference to the subject matter of the disagreement(s) in connection with its reports; or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

(b) Engagement of new independent registered accounting firm.

On May 1, 2011, the Company approved the engagement of Paritz & Co. as the Company's independent registered public accounting firm for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011. During the two most recent fiscal years and the subsequent interim period through the date of the resignation of M&K, the Company did not consult with Paritz & Co. regarding any matters described in Item 304(a)(2)(i)or(ii) of Regulation S-K.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Reference is made to the disclosure set forth Item 2.01 of this Current Report under the caption “Recent Sales of Unregistered Securities”, which disclosure is incorporated by reference into this section.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

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

As a result of the closing of the reverse acquisition with Real Fortune BVI, the former shareholders of China Real Fortune now effectively own all of the outstanding shares of our common stock. 

ITEM 5.06  CHANGE IN SHELL COMPANY STATUS

Prior to the closing of the reverse acquisition, Target Acquisitions was a “shell company” as defined in Rule 12b-2 of the Exchange Act.  As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, Target Acquisitions ceased being a shell company upon completion of the reverse acquisition on October 1, 2011.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired

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ZHUOLU JINXIN MINING CO., LTD

FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

Contents

	Page
Report of Independent Registered Public Accounting Firm	F-1
Financial Statements:
Balance Sheets as of December 31, 2010 and 2009	F-2
Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2010 and 2009	F-3
Statements of Shareholders’ Equity for the Years Ended December 31, 2010 and 2009	F-4
Statements of Cash Flows for the Years Ended December 31,  2010 and 2009	F-5
Notes to Financial Statements	F-6-14

 

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders of

Zhuolu Jinxin Mining Co., Ltd.

We have audited the accompanying balance sheets of Zhuolu Jinxin Mining Co., Ltd. ("Jinxin" or the "Company") as of December 31, 2010 and 2009, and the related statements of operations and other comprehensive income (loss), stockholders' equity (deficit), and cash flows for the years ended December 31, 2010 and 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 financial position of Zhuolu Jinxin Mining Co.. Ltd. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010 and 2009, in conformity with US. generally accepted accounting principles.

 

Goldman Kurland and Mohidin, LLP

Encino, California

September 7, 2011

F-1

ZHUOLU JINXIN MINING CO., LTD
BALANCE SHEETS
DECEMBER 31, 2010 AND 2009
	2010		2009
ASSETS
CURRENT ASSETS
Cash & equivalents	$	283,299	$	88,419
Inventory		165,979		-
Total current assets		449,278		88,419
NONCURRENT ASSETS
Property and equipment, net		10,088,433		6,695,350
Asset retirement cost, net		1,522,778		-
Construction in progress		-		3,919,590
Intangible assets		606,663		624,802
Deferred tax assets		1,854		-
Total noncurrent assets		12,219,728		11,239,742
TOTAL ASSETS	$	12,669,006	$	11,328,161
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	-	$	8,290,089
Accrued liabilities and other payables		71,757		17,989
Payable to contractors		2,038,444		-
Income tax payable		160,591		-
Advance from related party		4,677,850		3,661,287
Total current liabilities		6,948,642		11,969,365
NONCURRENT LIABILITIES
Long-term payable to contractors		1,509,958		-
Asset retirement obligation		1,598,501		-
Total noncurrent liabilities		3,108,459		-
Total liabilities		10,057,101		11,969,365
CONTINGENCIES AND COMMITMENT
STOCKHOLDERS' EQUITY (DEFICIT)
Paid in capital		767,656		767,656
Statutory reserves		321,922		-
Accumulated other comprehensive income		118,552		67,472
Retained earnings (accumulated deficit)		1,403,775		(1,476,332	)
Total stockholders' equity		2,611,905		(641,204	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	12,669,006		11,328,161

F-2

ZHUOLU JINXIN MINING CO., LTD
STATEMENTS OF OPERATION AND OTHER COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2010 AND 2009
	2010			2009
Net sales	$	12,761,246		$	-
Cost of goods sold		7,167,555			-
Gross profit		5,593,691			-
Operating expenses
General and administrative		1,244,740			832,930
Total operating expenses		1,244,740			832,930
Income (loss) from operations		4,348,951			(832,930	)
Non-operating income
Interest income		2,884			-
Interest expense		(52,883	)		-
Total non-operating expenses, net		(49,999	)		-
Income (loss) before income tax		4,298,952			(832,930	)
Provision for income tax		1,096,923			-
Net income (loss)		3,202,029			(832,930	)
Other comprehensive income
Foreign currency translation gain (loss)		51,080			(162	)
Comprehensive Income (loss)	$	3,253,109		$	(833,092	)

F-3

ZHUOLU JINXIN MINING CO., LTD
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31,  2010 AND 2009
	Paid in Capital		Statutory Reserve		Accumulated Earning (Deficit)			Accumulated Other Comprehensive Income			Total Stockholders' Equity (Deficit)
Balance at January 1, 2009	$	767,656	$	-	$	(643,402	)	$	67,634		$	191,888
Net income for the year		-		-		(832,930	)		-			(832,930	)
Foreign currency translation adjustment		-		-		-			(162	)		(162	)
Balance at December 31, 2009		767,656		-		(1,476,332	)		67,472			(641,204	)
Statutory reserve		-		321,922		(321,922	)		-			-
Net income for the year		-		-		3,202,029			-			3,202,029
Foreign currency translation adjustment		-		-		-			51,080			51,080
Balance at December 31, 2010	$	767,656	$	321,922	$	1,403,775		$	118,552		$	2,611,905

F-4

ZHUOLU JINXIN MINING CO., LTD
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2010 AND 2009
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	3,202,029		$	(832,930	)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Accretion of interest on asset retirement obligation		52,883			-
Depreciation and amortization		930,950			496,380
(Increase) decrease in current assets:
Inventory		(162,379	)		-
Deferred tax assets		(1,813	)		-
Increase (decrease) in current liabilities:
Accounts payable		(4,890,522	)		1,312,603
Accrued liabilities and other payables		52,056			11,222
Income tax payable		157,109			-
Net cash provided by (used in) operating activities		(659,687	)		987,275
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant & equipment		(35,716	)		(1,712,046	)
Net cash used in investing activities		(35,716	)		(1,712,046	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from related party		883,374			731,957
Net cash provided by financing activities		883,374			731,957
EFFECT OF EXCHANGE RATE CHANGE ON CASH & EQUIVALENTS		6,909			78
NET INCREASE IN CASH & EQUIVALENTS		194,880			7,264
CASH & EQUIVALENTS, BEGINNING OF YEAR		88,419			81,155
CASH & EQUIVALENTS, END OF YEAR	$	283,299		$	88,419
Supplemental cash flow data:
Income tax paid	$	941,628		$	-
Interest paid	$	-		$	-
Supplemental disclosure of non-cash investing activities:
Transfer from construction in progress to fixed assets	$	3,953,577		$	2,026,866

F-5

ZHUOLU JINXIN MINING CO., LTD

NOTES TO FINANCIAL STATEMENTS

  DECEMBER 31, 2010 and 2009

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Zhuolu Jinxin Mining Co., Ltd. (“China Jinxin” or the “Company”) was incorporated in China on December 21, 2006. The Company is engaged in production and sale of iron ore products in the People’s Republic of China (“PRC”). The main product of the Company is iron ore concentrate.

 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

Cash and Equivalents

For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

The Company’s policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. At December 31, 2010 and 2009, the Company had no account receivable outstanding.

Inventory

Inventory consists of iron ore, iron ore concentrate and supplies. Inventory is valued at the lower of average cost or market, cost being determined on a moving weighted average basis method and including labor costs and all production overheads.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the shorter of useful live of the property or the unit of depletion method. For shorter lived assets straight-line method over estimated lives ranging from 3 to 20 years is used as follows:

Office Equipment	3-5 years
Machinery	10 years
Vehicles	5 years
Building	20 years

F-6

Impairment of Long-Lived Assets

Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by comparing of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of December 31, 2010 and 2009, there were no impairments of its long-lived assets.

Income Taxes

The Company utilizes Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” codified in FASB ASC Topic 740, which requires recognition of deferred tax assets and liabilities for expected future tax consequences of events included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted the FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”), codified in FASB ASC Topic 740. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. At December 31, 2010 and 2009, the Company did not take any uncertain positions that would necessitate recording of a tax related liability. 

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 104 (codified in FASB ASC Topic 605).   Sales are recognized when a formal arrangement exists, which is generally represented by a contract between the Company and the buyer; the price is fixed or determinable; title has passed to the buyer, which generally is at the time of delivery; no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue.

Sales represent the invoiced value of iron ore concentrate, net of value-added tax (“VAT”). All of the Company’s iron ore concentrate sold in the PRC is subject to a value-added tax of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

F-7

Asset Retirement Cost and Obligation

The Company uses Statement of Financial Accounting Standards (“SFAS”) No. 143, Accounting for Asset Retirement Obligations, codified in FASB ASC Topic 410. This Statement generally requires that the Company’s legal obligations associated with the retirement of long-lived assets be recognized at fair value at the time the obligations are incurred. Obligations are incurred at the time development of a mine commences for underground mines or construction begins for support facilities, refuse areas and slurry ponds. The obligation’s fair value is determined using DCF techniques and is accreted over time to its expected settlement value. Upon initial recognition of a liability, a corresponding amount is capitalized as part of the carrying amount of the related long-lived asset. Amortization of the related asset is calculated on a unit-of-production method by amortizing the total estimated cost over the salable reserves of 7,881,330 tons, multiplied by the production during the period. The Company reviews its asset retirement obligation at least annually and makes necessary adjustments for permit changes as granted by state authorities and for revisions of estimates of the amount and timing of costs. For ongoing operations, adjustments to the liability result in an adjustment to the corresponding asset.

Cost of Goods Sold

Cost of goods sold consists primarily of amortization of the asset retirement cost, direct material, direct labor, depreciation of mining plant items and equipment and production overheads, which are attributable to the production of iron ore concentrate. Write-down of inventory to lower of cost or market is also recorded in cost of goods sold.

Concentration of Credit Risk

Financial instruments that subject the Company to credit risk consist primarily of accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of its customers’ financial condition and customer payment practices to minimize collection risk on its receivables.

The operations of the Company are in the PRC.  Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy.

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is not covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these bank accounts.

Statement of Cash Flows

In accordance with SFAS No. 95, “Statement of Cash Flows,” (codified in FASB ASC Topic 230), cash flows from the Company’s operations are calculated based upon the local currencies.  As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.  

Fair Value of Financial Instruments

Certain of the Company’s financial instruments, including cash and equivalents, accounts payable, accrued liabilities and short-term debt, carrying amounts approximate their fair values due to their short maturities.  ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

F-8

 Fair Value Measurements and Disclosures

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels are defined as follow:

· Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

As of December 31, 2010 and 2009, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

Foreign Currency Translation and Comprehensive Income (Loss)

The functional currency of China Jinxin is the Renminbi (“RMB”). For financial reporting purposes, RMB were translated into United States Dollars (“USD” or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There was no significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date.

The fluctuation of exchange rates does not imply free convertibility of RMB to other foreign currencies. All foreign exchange transactions continue to take place either through the People’s Bank of China (“PBOC”) or other banks authorized to buy and sell foreign currencies at the exchange rate quoted by the PBOC.

The Company uses SFAS No. 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income for the years ended December 31, 2010 and 2009 consisted of net income and foreign currency translation adjustments.

Basic and Diluted Earnings per Share

The Company is a limited company (“LC”) formed under the laws of the PRC. Like limited liability companies in the US, limited companies in the PRC do not issue shares to the owners. The owners however, are called shareholders. Ownership interest is determined in proportion to capital contributed.  Accordingly, earnings per share data are not presented.

Segment Reporting

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting, codified in FASB ASC Topic 280.  The management approachmodel is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance.  Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

F-9

SFAS 131, codified in FASB ASC Topic 280, has no effect on the Company’s financial statements as substantially all of its operations are conducted in one industry segment – iron ore mining.

New Accounting Pronouncements

On July 1, 2009, the Company adopted Accounting Standards Update (“ASU”) No. 2009-01, “Topic 105 - Generally Accepted Accounting Principles - amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASU No. 2009-01”).  ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to be only comprised of the FASB Accounting Standards Codification (“Codification”) and, for SEC registrants, guidance issued by the SEC.  The Codification is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC.  The Codification is amended to effect non-SEC changes to authoritative GAAP.  Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in Notes to the Consolidated Financial Statements. 

On February 25, 2010, the FASB issued ASU No. 2010-09 Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of USA GAAP. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives — Recognition. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU was effective for the Company on July 1, 2010. Early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09, “Milestone Method of Revenue Recognition.” FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on January 1, 2011.

Recently Issued Accounting Pronouncements Not Yet Adopted

As of December 31, 2010, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements.

3.    INVENTORY

Inventory, at December 31, 2010 and 2009, consisted of only materials required for iron ore crushing and refining.

4.   MINING RIGHTS

The Company is currently negotiating with the local land bureau to obtain the official right to mine in the geographical location where it is currently mining. Pending the final contract, the Company has accrued the cost of mining right based on the quantity of ore extracted. The Company used a rate of $0.37 (RMB 2.4 per ton) based on a royalty rate prescribed by the local authority based on purity of ore in the in the subject mines. During 2010, the first year of production, the Company produced 110,570 tons of ore and accrued $ 39,200of mining right cost, which is included in cost of goods sold. If the rate per ton of ore changes when the contract is finalized, the Company will account for the change prospectively as a change in accounting estimate.

F-10

5.    PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following at December 31, 2010 and 2009:

	2010		2009
Building	$	6,585,238	$	6,387,050
Production equipment		3,866,395		8,091
Transportation equipment		1,148,310		901,570
Office equipment		85,318		81,875
		11,685,261		7,378,586
Less: Accumulated depreciation		(1,596,828)		(683,236)
	$	10,088,433	$	6,695,350

Depreciation for the years ended December 31, 2010 and 2009 was $873,000 and $460,000, respectively.  

6.   CONSTRUCTION IN PROGRESS

As of December 31, 2009, construction in progress included mining facility, refining plant, equipment and transportation and loading vehicles.  In February of 2010, the construction in progress of equipment and transportation vehicles were transferred to the Company’s fixed assets, and the Company commenced operations.

7.   ADVANCE FROM RELATED PARTY

At December 31, 2010 and 2009, the Company owed four shareholders $4,677,850 and $3,661,287 for working capital needs, respectively. Those borrowings are non-interest bearing and payable on demand.

Shareholders	2010		2009
Liu, Jiazhen	$	2,000,695	$	1,647,579
Zhang, Jianhua		1,469,189		1,281,450
Qi, Kexin		566,234		549,193
Li, Ying		641,732		183,065
Total	$	4,677,850	$	3,661,287

8.   INTANGIBLE ASSETS

Intangible assets consisted mainly of land use rights. All land in the PRC is government-owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” to use the land. The Company acquired land use rights during 2006 for  $0.75 million (RMB 5 million).  The Company has the right to use the land for 20 years and is amortizing such rights on a straight-line basis for 20 years.

Intangible assets consisted of the following at December 31, 2010 and 2009, respectively:

	2010			2009
Land use rights	$	750,511		$	727,924
Less: Accumulated amortization		(143,848	)		(103,123	)
Net	$	606,663		$	624,802

F-11

Amortization of intangible assets for the years ended December 31, 2010 and 2009 was  $36,700 and $36,400, respectively.   Annual amortization expense for the next five years from December 31, 2010, is expected to be: $36,700, $36,700, $36,700, $36,700 and $36,700.

9.  ASSET RETIREMENT COST AND OBLIGATION

Under local environmental regulations, the Company is obligated at the end of the mines useful life to restore and rehabilitate the land that is used in the mining operation. The Company estimates it would cost $ 1.5 million (RMB 10.23 million) for such efforts. The Company accounts for asset retirement obligations in accordance with SFAS No. 143, “Accounting for Asset Retirement Obligations” (codified in FASB ASC Topic 410). The Company reviews the asset retirement obligation at least annually and makes necessary adjustments for permitted changes as granted by state authorities and for revisions of estimates of the amount and timing of costs. For ongoing operations, adjustments to the liability result in an adjustment to the corresponding asset.

Asset Retirement Cost at December 31, 2010 was:

	2010
Asset retirement cost	$	1,544,446
Less: Accumulated amortization		(21,668	)
Net	$	1,522,778

Amortization for asset retirement cost for the year ended December 31, 2010 was $21,198.

Changes in Asset Retirement Obligation for the year ended December 31, 2010consisted of the following:

	2010
Balance at Beginning of Year	$	1,544,446
Accretion of interest expense		52,883
Foreign currency translation gain		1,172
Balance at End of Year	$	1,598,501

10.  DEFERRED TAX ASSETS

Deferred tax asset is the difference between the tax and book amortization of asset retirement cost.

11.   PAYABLE TO CONTRACTORS AND LONG-TERM PAYABLE

In 2007 & 2008, the Company entered in to contracts with an equipment supplier and a construction Company for the supply of certain equipment and construction of a water pipeline for $ 5.75 million (RMB 38 million). The Company recorded the payable in 2009. In 2010, the Company amended the payment terms and paid $ 2.2 million (RMB 14.5 million) and agreed to pay the remaining balance as follows: $ 2.08 million  (RMB 13.5 million) on December 31, 2011 and $ 1.47 million (RMB 10 million) on December 31, 2012, which was recorded as non-current liability.

The Company recorded the restructuring of this payable in accordance with ASC 470-60-35-5, as it was only a modification of terms of a payable, it did not involve a transfer of assets or grant of an equity interest. Accordingly, the Company accounted for the effects of the restructuring prospectively from the time of restructuring, and did not change the carrying amount of the payable at the time of the restructuring as the carrying amount did not exceed the total future cash payments specified by the new terms.

F-12

12.  INCOME TAXES

The Company is governed by the Income Tax Laws of the PRC and various local tax laws. Effective January 1, 2008, China adopted a uniform tax rate of 25% for all enterprises (including foreign-invested enterprises).

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the years ended December 31, 2010 and 2009:

	2010			2009
PRC statutory rates		25.0	%		(25.0	)%
Valuation Allowance		-	%		25.0	%
Others		0.5	%		-	%
Tax per financial statements		25.5	%		-	%

13.  MAJOR CUSTOMERS AND VENDORS

One customer accounted 100% of the Company’s sales for the year ended December 31, 2010. The Company made a long term (ten years) strategic contract with Handan Steel Group Company which was a state-owned enterprise, and agreed to only sell to this customer. The selling price was determined based on market value after deduction of the cost for ensuring the Company a proper profit margin. Handan Steel agreed to purchase all the Company’s products regardless the change of the market. The Company is economically dependent on this customer. However, with the high demand of iron ore concentrate in China, the Company believes that there will be sufficient amount of buyers available if this customer is unable to execute the purchase. The account receivable balance due was $0 at December 31, 2010.

There were no major vendors for the Company for the year ended December 31, 2010 and 2009.

14.  STATUTORY RESERVES

Pursuant to the corporate law of the PRC effective January 1, 2006, the Company is now only required to maintain one statutory reserve by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.

Surplus reserve fund

The Company is now required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital.

The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

Common welfare fund

Common welfare fund is a voluntary fund that the Company can elect to transfer 5% to 10% of its net income, as determined under PRC accounting rules and regulations, to this fund.  The Company did not make any contribution to this fund during the years ended December 31, 2010 and 2009.

F-13

This fund can only be utilized on capital items for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation.

15.  CONTINGENCIES AND COMMITMENTS

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company’s sales, purchases and expenses are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation in order to effect the remittance.

16. SUBSEQUENT EVENTS

(a) Variable Interest Entities

On May 9, 2011, China Jinxin and its shareholders entered into a series of agreements including a Management Entrustment Agreement, an Exclusive Purchase Option Agreement, and an Equity Pledge Agreement with Zhangjiakou China Tongda Mining Technologies Service Co., Ltd ("China Tongda" or “WFOE”), and each of the shareholders of China Jinxin granted China Tongda an irrevocable power of attorney to appoint China Tongda as its attorney-in-fact to exercise all of its rights as equity owner of China Jinxin. As a result of these agreements, China Tongda has the full right to control and administer the financial affairs and daily operations of China Jinxin and has the right to manage and control all assets of China Jinxin. The equity holders of China Jinxin as a group have no right to make any decision about China Jinxin’s activities without the consent of China Tongda.  In consideration for its services, China Tongda is entitled to receive on a quarterly basis, the management consulting fees and technical support fees in principle equal to all pre-tax profits, if any, of that quarter.  If there are no earnings before taxes and other cash expenses, then no fee shall be paid.  If China Jinxin sustains losses, they will be carried over to the next quarterly period and deducted from the next service fee. Tonga has the right to require that Jiinxin pay China Tongda the amount of any loss incurred by China Jinxin for any quarterly period.

As a result of these agreements, China Tongda is considered the primary beneficiary of China Jinxin, and China Tongda can consolidate the results of operations of China Jinxin, as China Tongda contractually controls the management of China Jinxin and China Jinxin granted an irrevocable proxy to China Tongda or its designee as defined by FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”), included in ASC Topic 810, Consolidation, an Interpretation of Accounting Research Bulletin No. 51, which requires certain VIEs to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

The term of the Management Entrustment Agreement will continue for a term of thirty years, or until May 9, 2041, and will be extended automatically for successive ten year periods thereafter, except that the agreement will terminate (i) at the expiration of the initial thirty-year term, or any ten-year renewal term, if WFOE notifies China Jinxin not less than 30 days prior to the applicable expiration date that it does not want to extend the term, (ii) upon prior written notice from WFOE, or (iii) upon the date WFOE acquires all of the assets, or at least 51% of the equity interests, of China Jinxin. The term of each Exclusive Purchase Option Agreement is thirty years, or until May 9, 2041, and will be extended automatically for successive ten year periods thereafter, unless WFOE notifies China Jinxin and the shareholder of China Jinxin granting the option not less than 30 days prior to the applicable expiration date that it does not want to extend the option.


China Tongda is a wholly foreign-owned entity formed under the laws of the PRC on August 17, 2010. It is 100% owned by Real Fortune Holding Limited (“Real Fortune HK”), a company incorporated and registered in Hong Kong on April 23, 2010. Real Fortune HK is 100% owned by Real Fortune BVI Mining Limited (“Real Fortune BVI”), a Company incorporated in British Virgin Islands on September 13, 2010.

(b) Share exchange agreement - Unaudited 

On October 1, 2011, Real Fortune BVI entered into a share exchange agreement with Target Acquisitions I, Inc. (“Target”), which was incorporated in the state of Delaware, pursuant to which target issued 8,000,000 shares of Target common stock in exchange for all of the outstanding shares of Real Fortune BVI.As a result of the share exchange, Real Fortune BVI’s shareholders became the majority owners of Target after the reverse merger. The acquisition of Real Fortune BVI by Target has been accounted for as a recapitalization of Real Fortune BVI as Real Fortune BVI’s shareholders will be the majority shareholders and have control of the Company and, prior to the acquisition, Target was a non-operating public shell.

F-14

CHINA REAL FORTUNE MINING LIMITED

FINANCIAL STATEMENTS

JUNE 30, 2011 AND DECEMBER 31, 2010

Contents

	Page
Financial Statements:
Balance Sheets as of June 30, 2011 and December 31, 2010	F-16
Statements of Operations and Comprehensive Income (Loss) for the Six Months Ended June 30, 2011 and 2010	F-17
Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010	F-18
Notes to Financial Statements	F-19-30

F-15

CHINA REAL FORTUNE MINING LIMITED
BALANCE SHEETS
JUNE 30, 2011 (UNAUDITED) AND DECEMBER 31, 2010
	2011		2010
ASSETS
CURRENT ASSETS
Cash & equivalents	$	176,041	$	283,299
Accounts receivable		1,365,982		-
Inventory		441,037		165,979
Total current assets		1,983,060		449,278
NONCURRENT ASSETS
Property and equipment, net		9,833,646		10,088,433
Asset retirement cost, net		1,552,270		1,522,778
Intangible assets		601,627		606,663
Deferred tax assets		2,416		1,854
Total noncurrent assets		11,989,959		12,219,728
TOTAL ASSETS	$	13,973,019	$	12,669,006
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued liabilities and other payables	$	901,575	$	71,757
Payable to contractors		1,390,692		2,038,444
Income tax payable		801,145		160,591
Advance from related party		-		4,677,850
Total current liabilities		3,093,412		6,948,642
NONCURRENT LIABILITIES
Long-term payable		772,606		1,509,958
Asset retirement obligation		1,664,450		1,598,501
Total noncurrent liabilities		2,437,056		3,108,459
Total liabilities		5,530,468		10,057,101
CONTINGENCIES AND COMMITMENT
STOCKHOLDERS' EQUITY
Common stock		10,000		-
Paid in capital		5,294,312		767,656
Statutory reserves		321,608		321,922
Accumulated other comprehensive income		290,566		118,552
Retained earnings		2,526,065		1,403,775
Total stockholders' equity		8,442,551		2,611,905
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	13,973,019	$	12,669,006

F-16

CHINA REAL FORTUNE MINING LIMITED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)
	2011			2010
Net sales	$	4,377,375		$	7,702,416
Cost of goods sold		2,217,948			4,151,636
Gross profit		2,159,427			3,550,780
Operating expenses
General and administrative		612,909			365,609
Total operating expenses		612,909			365,609
Income from operations		1,546,518			3,185,171
Non-operating income
Interest income		1,342			1,320
Interest expense		(28,395	)		(26,226	)
Total non-operating expenses, net		(27,053	)		(24,906	)
Income before income tax		1,519,465			3,160,265
Provision for income tax		397,489			801,390
Net income		1,121,976			2,358,875
Other comprehensive income
Foreign currency translation gain		172,014			8,393
Comprehensive Income	$	1,293,990		$	2,367,268

F-17

CHINA REAL FORTUNE MINING LIMITED
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2011 AND 2010 (UNAUDITED)
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,121,976		$	2,358,875
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Accretion of interest on asset retirement obligation		28,323			26,226
Depreciation and amortization		510,700			429,630
Change in deferred tax		(513	)		(1,160	)
(Increase) decrease in current assets:
Accounts receivable		(1,351,470	)		(2,711,175	)
Inventory		(268,302	)		(514,911	)
Increase (decrease) in current liabilities:
Unearned revenue		-			-
Accounts payable		-			(876,666	)
Accrued liabilities and other payables		692,012			935,248
Income tax payable		630,038			1,204,211
Net cash provided by (used in) operating activities		1,362,764			850,278
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant & equipment		(581	)		(35,425	)
Net cash used in investing activities		(581	)		(35,425	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long term payable		(1,452,355	)		-
Repayment to related party		(149,822	)		-
Other payables - short term borrowing		128,700			-
Advance from related party		-			732,579
Net cash provided by (used in) financing activities		(1,473,477	)		732,579
EFFECT OF EXCHANGE RATE CHANGE ON CASH & EQUIVALENTS		4,036			8,301
NET INCREASE (DECREASE) IN CASH & EQUIVALENTS		(107,258	)		1,555,733
CASH & EQUIVALENTS, BEGINNING OF PERIOD		283,299			88,419
CASH & EQUIVALENTS, END OF PERIOD	$	176,041		$	1,644,152
Supplemental Cash flow data:
Income tax paid	$	139,179		$	56,398
Interest paid	$	-		$	-
Supplemental disclosure of non-cash investing activities:
Transfer from construction in progress to fixed assets	$	-		$	3,921,312

F-18

CHINA REAL FORTUNE MINING LIMITED

NOTES TO FINANCIAL STATEMENTS

  JUNE 30, 2011 (UNAUDITED) AND DECEMBER 31, 2010

1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Zhuolu Jinxin Mining Co., Ltd. (“China Jinxin”) was incorporated in China on December 21, 2006. China Jinxin is engaged in mining and sales of iron ore products in the People’s Republic of China (“PRC”). The main product of China Jinxin is iron ore concentrate.

On May 9, 2011, China Jinxin and its shareholders entered into a series of agreements, including a Management Entrustment Agreement, an Exclusive Purchase Option Agreement, and an Equity Pledge Agreement with Zhangjiakou Tongda Mining Technologies Service Co., Ltd ("China Tongda" or “WFOE”), and each of the shareholders of China Jinxin granted China Tongda an irrevocable power of attorney to appoint China Tongda as its attorney-in-fact to exercise all of its rights as equity owner of China Jinxin, According to these agreements, WFOE acquired management control of China Jinxin whereby WFOE is entitled to all of the net profits of China Jinxin as a management consultation and technical supporting fee, and is obligated to manage and fund China Jinxin’s operations and pay all of its debts.  As a result of these agreements, China Tongda is considered the primary beneficiary of China Jinxin, and China Tongda can consolidate the results of operations of China Jinxin, as China Tongda contractually controls the management of China Jinxin and China Jinxin granted an irrevocable proxy to China Tongda or its designee as defined by FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”), included in ASC Topic 810, Consolidation, an Interpretation of Accounting Research Bulletin No. 51,  which requires certain VIEs to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

The term of the Management Entrustment Agreement will continue for a term of thirty years, or until May 9, 2041, and will be extended automatically for successive ten year periods thereafter, except that the agreement will terminate (i) at the expiration of the initial thirty-year term, or any ten-year  renewal term, if WFOE notifies China Jinxin not less than 30 days prior to the applicable expiration date that it does not want to extend the term, (ii) upon prior written notice from WFOE, or (iii) upon the date WFOE acquires all of the assets, or at least 51% of the equity interests, of China Jinxin. The term of each Exclusive Purchase Option Agreement is thirty years, or until May 9, 2041, and will be extended automatically for successive ten year periods thereafter, unless WFOE notifies China Jinxin and the shareholder of China Jinxin granting the option not less than 30 days prior to the applicable expiration date that it does not want to extend the option.

China Tongda is a wholly foreign-owned entity formed under the laws of the PRC on August 17, 2010. It is 100% owned by Real Fortune Holding Limited (“Real Fortune HK”), a company incorporated and registered in Hong Kong on April 23, 2010. Real Fortune HK is 100% owned by China Real Fortune Mining Limited (the “Company” or “Real Fortune BVI”), a Company incorporated in British Virgin Islands on September 13, 2010.  Accordingly, China Jinxin’s results of operations, assets and liabilities are consolidated in the Company’s financial statements from the earliest period presented.  The Group’s structure is as follows:

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Through the use of certain contractual arrangements between China Tongda WFOE and China Jinxin, the Company is able to effectively control China Jinxin’s daily operations and financial affairs. As a result of these agreements, WFOE is considered the primary beneficiary of China Jinxin (see Note 2) and accordingly, China Jinxin’s results of operations and financial condition are consolidated in the group financial statements.

All of the issued and outstanding shares of China Jinxin are ultimately held by fifteen Chinese citizens.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements as of and for the six months ended June 30, 2011 include the financial statements of the Company, its subsidiaries including Zhoulu Jinxin Mining Co. Ltd. ( China Jinxin), the variable interest entity(VIE) for which the Company’s subsidiary China Tongda (WFOE) is the primary beneficiary.

The financial statements as of and for the six months ended June 30, 2010 represent the financial statements of  Jinxin only; because China Real Fortune Mining Limited was formed September 13, 2010.

The accompanying consolidated financial statements were prepared in conformity with US GAAP. Real Fortune BVI’s functional currency is the US Dollar (‘‘USD’’), Real Fortune HK’s functional currency is HongKong Dollar (‘‘HKD’’) and China Tongda WFOE’s and China Jinxin’s functional currency is Chinese Renminbi (‘‘RMB’’). The accompanying financial statements were translated from functional currencies and presented in US Dollar ($).

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE subsidiary for which the Company’s subsidiary China Tongda (WFOE) is the primary beneficiary. All transactions and balances among the Company, its subsidiaries and VIE subsidiary were eliminated in consolidation.

The Company adopted FIN 46R, ASC 810, Consolidation, which requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns.

In determining China Jinxin is the VIE of China Tongda, the Company considered the following indicators, among others:

China Tongda has the full right to control and administer the financial affairs and daily operations of China Jinxin and has the right to manage and control all assets of China Jinxin. The equity holders of China Jinxin as a group have no right to make any decision about China Jinxin’s activities without the consent of China Tongda.  China Tongda should be paid on a quarterly basis, the management consulting fees and technical support fees in principle equal to all pre-tax profits, if any, of that quarter.  If there are no earnings before taxes and other cash expenses, then no fee shall be paid.  If China Jinxin sustains losses, they will be carried over to the next period and deducted from the next service fee. China Tonga has the right to require that China Jinxin pay China Tongda the amount of any loss incurred by China Jinxin.

The shareholders of China Jinxin pledged all of their equity interests in China Jinxin to China Tongda to guarantee China Jinxin’s performance of its obligations under the Equity Pledge Agreement. In the event that either China Jinxin or its equity owners is in breach of Equity Pledge Agreement, and Exclusive Purchase Option Agreement, then China Tongda shall be entitled to require the equity owners of China Jinxin to transfer their equity interests in China Jinxin to it.

The shareholders of China Jinxin irrevocably granted China Tongda or its designated person an exclusive purchase option to acquire, at any time, all of the assets or outstanding shares of China Jinxin, to the extent permitted by PRC law. The purchase price for the shareholders’ equity interests in China Jinxin shall be equal to the lower of (i) the actual registered capital of China Jinxin and (ii) RMB 500,000 (approximately $78,000), unless an appraisal is required by the laws of China.

F-20

Each shareholder of China Jinxin has executed an irrevocable power of attorney to appoint China Tongda as its attorney-in-fact to exercise all of its rights as equity owner of China Jinxin, including 1) attend the shareholders’ meetings of China Jinxin and/or sign the relevant resolutions; 2) exercise all the shareholder's rights and shareholder's voting rights that the shareholder is entitled to under the laws of the PRC and the Articles of Association of China Jinxin, including but not limited to the sale or transfer or pledge or disposition of the shares in part or in whole; 3) designate and appoint the legal representative, Chairman of the Board of Directors, Directors, Supervisors, the Chief Executive Officer, Financial Officer and other senior management members of China Jinxin; and 4) execute the relevant share purchase agreements stipulated in the Exclusive Purchase Option Agreement, and to effect the terms of the Share Pledge Agreement and Exclusive Purchase Option Agreement.

 Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

Cash and Equivalents

For financial statement purposes, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

The Company’s policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. At June 30, 2011 and December 31, 2010, the Company had accounts receivable outstanding of $1,365,982 and $0, respectively.

Inventory

Inventory consists of iron ore, iron ore concentrate and supplies. Inventory is valued at the lower of average cost or market, cost being determined on a moving weighted average basis method; including labor and all production overheads.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using shorter of useful live of the property or the unit of depletion method. For shorter lived assets straight-line method over estimated lives ranging from 3 to 20 years is used as follows:

Office Equipment	3-5 years
Machinery	10 years
Vehicles	5 years
Building	20 years

F-21

Impairment of Long-Lived Assets

Long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by comparing of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by it. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds its fair value. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of June 30, 2011 and December 31, 2010, there were no impairments of its long-lived assets.

Income Taxes

The Company utilizes Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” codified in FASB ASC Topic 740, which requires recognition of deferred tax assets and liabilities for expected future tax consequences of events included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company adopted   FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”), codified in FASB ASC Topic 740. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. At June 30, 2011 and December 31, 2010, the Company did not take any uncertain positions that would necessitate recording of a tax related liability. 

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) 104 (codified in FASB ASC Topic 605).   Sales are recognized when a formal arrangement exists, which is generally represented by a contract between the Company and the buyer; the price is fixed or determinable; title has passed to the buyer, which generally is at the time of delivery; no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue.

Sales represent the invoiced value of iron ore concentrate, net of value-added tax (“VAT”). All of the Company’s iron ore concentrate sold in the PRC is subject to a value-added tax of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing the finished product. The Company records VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables. Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government.

F-22

Cost of Goods Sold

Cost of goods sold consists primarily of amortization of asset retirement cost, direct material, direct labor, depreciation of mining plant and equipment, which is attributable to the production of iron ore concentrate. Write-down of inventory to lower of cost or market is also recorded in cost of goods sold.

Asset Retirement Cost and Obligation

The Company uses Statement of Financial Accounting Standards (“SFAS”) No. 143, Accounting for Asset Retirement Obligations, codified in FASB ASC Topic 410. This Statement generally requires the Company’s legal obligations associated with the retirement of long-lived assets be recognized at fair value when the obligations are incurred. Obligations are incurred at the time development of a mine commences for underground mines or construction begins for support facilities, refuse areas and slurry ponds. The obligation’s fair value is determined using DCF techniques and is accreted over time to its expected settlement value. Upon initial recognition of a liability, a corresponding amount is capitalized as part of the carrying amount of the related long-lived asset. Amortization of the related asset is calculated on a unit-of-production method by amortizing the total estimated cost over the salable reserves of 7,881,330 tons, multiplied by the production during the period. The Company reviews its asset retirement obligation at least annually and makes necessary adjustments for permit changes as granted by state authorities and for revisions of estimates of the amount and timing of costs. For ongoing operations, adjustments to the liability result in an adjustment to the corresponding asset.

Concentration of Credit Risk

The operations of the Company are in the PRC.  Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy.

The Company has cash on hand and demand deposits in accounts maintained with state-owned banks within the PRC. Cash in state-owned banks is not covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these bank accounts.

Statement of Cash Flows

In accordance with SFAS No. 95, “Statement of Cash Flows,” (codified in FASB ASC Topic 230), cash flows from the Company’s operations are calculated based upon the local currencies.  As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.  

Fair Value of Financial Instruments

Certain of the Company’s financial instruments, including cash and equivalents, accounts payable, accrued liabilities and short-term debt, carrying amounts approximate their fair values due to their short maturities.  ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

Fair Value Measurements and Disclosures

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels are defined as follow:

· Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

F-23

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

As of June 30, 2011 and December 31, 2010, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

Foreign Currency Translation and Comprehensive Income (Loss)

The functional currency of China Jinxin is the Renminbi (“RMB”). For financial reporting purposes, RMB were translated into United States Dollars (“USD” or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet dates. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in income. There was no significant fluctuation in the exchange rate for the conversion of RMB to USD after the balance sheet date.

The fluctuation of exchange rates does not imply free convertibility of RMB to other foreign currencies. All foreign exchange transactions continue to take place either through the People’s Bank of China (“PBOC”) or other banks authorized to buy and sell foreign currencies at the exchange rate quoted by the PBOC.

The Company uses SFAS No. 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income for the six months ended June 30, 2011 and 2010 consisted of net income and foreign currency translation adjustments.

Basic and Diluted Earnings per Share

The Company is a limited company (“LC”) formed under the laws of the PRC. Like limited liability companies in the US, limited companies in the PRC do not issue shares to the owners. The owners however, are called shareholders. Ownership interest is determined in proportion to capital contributed.  Accordingly, earnings per share data are not presented.

Segment Reporting

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting, codified in FASB ASC Topic 280.  The management approachmodel is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance.  Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.

SFAS 131, codified in FASB ASC Topic 280, has no effect on the Company’s financial statements as substantially all of its operations are conducted in one industry segment – iron ore mining.

F-24

New Accounting Pronouncements

In December 2010, FASB issued ASU No. 2010-28, Intangibles – Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. The amendments in this update affect all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to retained earnings beginning in the period of an adoption. Any goodwill impairments occurring after the initial adoption of the amendments should be included in earnings. The adoption of this ASU did not have a material impact on the Company’s financial statements.

In December 2010, FASB issued ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The Company adopted the disclosure requirements for the business combinations in 2011.

Recently Issued Accounting Pronouncements Not Yet Adopted

In May 2011, FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (ASC Topic 820), to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements. The provisions of this new guidance are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The guidance is not expected to have a material impact on our financial statements.

In June 2011, FASB issued ASU 2011-05, Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income. Under the amendments in this update, an entity has the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. In a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with the total of comprehensive income in that statement. In the two-statement approach, an entity is required to present components of net income and total net income in the statement of net income. The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and a total for other comprehensive income, along with a total for comprehensive income. In addition, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. The amendments in this update should be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

F-25

3.   INVENTORY

Inventory consisted of the following at June 30, 2011 and December 31, 2010:

	2011		2010
Material for mining work	$	34,723	$	-
Finished goods		406,314		165,979
Total	$	441,037	$	165,979

4.   MINING RIGHTS

The Company is currently negotiating with the local land bureau to obtain the rights to mine in the geographical location where it currently mines. Pending the final contract, the Company accrued the cost of mining right based on the quantity of ore extracted. The Company used $0.37 (RMB 2.4 per ton) based on a royalty rate prescribed by the local authority based on purity of ore in the subject mines. If the rate per ton of ore changes when the contract is finalized, the Company will account for the change prospectively as a change in accounting estimate. 

5.   PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following at June 30, 2011 and December 31, 2010:

	2011			2010
Building	$	6,738,991		$	6,585,238
Production equipment		3,957,255			3,866,395
Transportation equipment		1,175,122			1,148,310
Office equipment		87,310			85,318
		11,958,678			11,685,261
Less: Accumulated depreciation		(2,125,032	)		(1,596,828	)
	$	9,833,646		$	10,088,433

Depreciation for the six months ended June 30, 2011 and 2010 was $485,700 and $397,900, respectively.  

6.   ADVANCE FROM RELATED PARTY

At December 31, 2010, the Company owed four shareholders of $4,677,850 for working capital needs. Those borrowings are non-interest bearing and payable on demand.

Shareholders	2010
Liu, Jiazhen	$	2,000,695
Zhang, Jianhua		1,469,189
Qi, Kexin		566,234
Li, Ying		641,732
Total	$	4,677,850

7.   INTANGIBLE ASSETS

Intangible assets consisted mainly of land use rights. All land in the PRC is government-owned and cannot be sold to any individual or company. However, the government grants the user a “land use right” to use the land. The Company acquired land use rights during 2006 for  $0.75 million (RMB 5 million).  The Company has the right to use the land for 20 years and is amortizing such rights on a straight-line basis for 20 years.

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Intangible assets consisted of the following at June 30, 2011 and December 31, 2010, respectively:

	2011			2010
Land use rights	$	768,034		$	750,511
Less: Accumulated amortization		(166,407	)		(143,848	)
Net	$	601,627		$	606,663

Amortization of intangible assets for the six months ended June 30, 2011 and 2010 was $18,997 and $18,206, respectively.   Annual amortization for the next five years from June 30, 2011, is expected to be: $38,000, $38,000, $38,000, $38,000 and $38,000.

8.   ASSET RETIREMENT COST AND OBLIGATION

Under local environmental regulations, the Company is obligated at the end of the mines useful life to restore and rehabilitate land that is used in the mining operations. The Company estimates it would cost $1.5 million (RMB 10.23 million) for such efforts.

The Company accounts for asset retirement obligations in accordance with SFAS No. 143, “Accounting for Asset Retirement Obligations” (codified in FASB ASC Topic 410). The Company reviews the asset retirement obligation at least annually and makes necessary adjustments for permitted changes as granted by state authorities and for revisions of estimates of the amount and timing of costs. For ongoing operations, adjustments to the liability result in an adjustment to the corresponding asset.

Asset Retirement Cost at June 30, 2011 and December 31, 2010 was:

	2011			2010
Asset retirement cost	$	1,580,505		$	1,544,446
Less: Accumulated amortization		(28,235	)		(21,668	)
Net	$	1,552,270		$	1,522,778

Amortization for asset retirement cost for the six months ended June 30, 2011 and 2010 was $13,565 and $5,998, respectively.

Changes in Asset Retirement Obligation for the six months ended June 30, 2011 and for the year ended December 31, 2010 consisted of the following:

	2011		2010
Balance at Beginning of Period	$	1,600,393	$	1,544,446
Accretion of interest expense		28,323		52,883
Foreign currency translation gain		35,734		1,172
Balance at End of Period	$	1,664,450	$	1,598,501

9.   DEFERRED TAX ASSETS

Deferred tax asset is the difference between the tax and book amortization of asset retirement cost.

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10. OTHER PAYABLE AND ACCRUED LIABILITIES

Other payable and accrued liabilities consisted of the following at June 30, 2011 and December 31, 2010:

	2011		2010
Accrued payroll	$	31,049	$	22,802
Accrued mining rights cost		50,381		40,069
Accrued electricity expense		663,685		-
Other payable – short term borrowing		128,700		-
Other payable		27,760		8,886
Total	$	901,575	$	71,757

The short-term borrowing was from a third party for capital contribution of China Tongda by Real Fortune HK, which bears no interest and payable on demand.

11.   PAYABLE TO CONTRACTORS AND LONG-TERM PAYABLE

In 2007 and 2008, the Company entered into contracts with an equipment supplier and a construction Company for the supply of certain equipment and construction of a water pipeline for $5.75 million (RMB 38 million). The Company recorded the payable in 2009. In 2010, the Company amended the payment terms and paid $2.2 million (RMB 14.5 million) and agreed to pay the remaining balance as follows: $2.08 million  (RMB13.5 million) on December 31, 2011 and $1.47 million (RMB10 million) on December 31, 2012, which was recorded as a non-current liability.  During the six months ended June 30, 2011, the Company paid $695,500 (RMB5 million) from the above $2.08 million, and $772,600 (RMB4.5 million) from the above $1.47 million.

The Company recorded the restructuring of this payable in accordance with ASC 470-60-35-5, as it was a modification of terms of a payable, it did not involve a transfer of assets or grant of an equity interest. Accordingly, the Company accounted for the effects of the restructuring prospectively from the time of restructuring, and did not change the carrying amount of the payable at the time of the restructuring as the carrying amount did not exceed the total future cash payments specified by the new terms.

12.   INCOME TAXES

The Company was governed by the Income Tax Laws of the PRC and various local tax laws. Effective January 1, 2008, China adopted a uniform tax rate of 25% for all enterprises (including foreign-invested enterprises).

The following table reconciles the PRC statutory rates to the Company’s effective tax rate for the six months ended June 30, 2011 and 2010:

	2011			2010
PRC statutory rates		25.0	%		25.0	%
Others		1.2	%		0.4	%
Tax per financial statements		26.2	%		25.4	%

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13.   MAJOR CUSTOMER AND VENDORS

One customer accounted 100% of the Company’s sales for the six months ended June 30, 2011 and 2010. The Company made a long-term (ten years) strategic contract with Handan Steel Group Company (“HSG”) which was a state-owned enterprise, and agreed to only sell to HSG. The selling price was determined based on market value after deduction of the cost for ensuring the Company a proper profit margin. HSG agreed to purchase all the Company’s products regardless the change of the market. The Company is economically dependent on HSG. However, with the high demand of  iron ore concentrate in China, the Company believes there are other buyers available if HSG is unable to execute the contract. The Company temporarily ceased its sales in the three months ended March 31, 2011 due to the PRC government’s energy saving and emission reduction plan. The sales were resumed since the second quarter of 2011. The accounts receivable balance due was $1,365,982 and $0 at June 30, 2011 and December 31, 2010.

There were no major vendors for the Company for the six months ended June 30, 2011 and 2010.

14.   STATUTORY RESERVES

Pursuant to the corporate law of the PRC effective January 1, 2006, the Company is now only required to maintain one statutory reserve by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.

Surplus reserve fund

The Company is now required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital.

The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

Common welfare fund

Common welfare fund is a voluntary fund that the Company can elect to transfer 5% to 10% of its net income, as determined under PRC accounting rules and regulations, to this fund. The Company did not make any contribution to this fund during the six months ended June 30, 2011 and 2010. 

This fund can only be utilized on capital items for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation.

15.   CONTINGENCIES AND COMMITMENTS

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company’s sales, purchases and expenses are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation in order to effect the remittance.

F-29

16. SUBSEQUENT EVENTS

The Company has evaluated subsequent events to determine if events or transactions occur through June 30, 2011, require potential adjustment to the disclosure in the financial statements.

On October 1, 2011, Real Fortune BVI entered into a share exchange agreement with Target Acquisitions I, Inc. (“Target”), which was incorporated in the state of Delaware, pursuant to which Target issued 8,000,000 shares of Target common stock in exchange for all of the outstanding shares of Real Fortune BVI.As a result of the share exchange, Real Fortune BVI’s shareholders became the majority owners of Target after the reverse merger. The acquisition of Real Fortune BVI by Target has been accounted for as a recapitalization of Real Fortune BVI as Real Fortune BVI’s shareholders will be the majority shareholders and have control of the Company and, prior to the acquisition, Target was a non-operating public shell.

F-30

(b) Pro Forma Financial Information

Filed herewith is the unaudited pro forma condensed consolidated financial information of Target Acquisitions I, Inc. and its subsidiaries for the requisite periods.

TARGET ACQUISITIONS I, INC.

AND CHINA REAL FORTUNE MINING LIMITED

Pro forma Combined Balance Sheet

As of June 30, 2011

(unaudited)

	(1)			(2)
	TARGET			REAL FORTUNE BVI		Pro forma				Pro forma
						Adjustments				Combined
ASSETS	(historical)			(historical)
CURRENT ASSETS
Cash & equivalents	$	-		$	176,041					$	176,041
Accounts receivable		-			1,365,982						1,365,982
Inventory		-			441,037						441,037
Total current assets		-			1,983,060						1,983,060
NONCURRENT ASSETS
Property and equipment, net		-			9,833,646						9,833,646
Asset retirement cost, net		-			1,552,270						1,552,270
Intangible assets		-			601,627						601,627
Deferred tax assets		-			2,416						2,416
Total noncurrent assets		-			11,989,959						11,989,959
TOTAL ASSETS	$	-		$	13,973,019					$	13,973,019
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued liabilities and other payables	$	1,015		$	901,575		(1,015	)	(B)	$	901,575
Payable to contractors		-			1,390,692						1,390,692
Advance from shareholder					-						-
Income tax payable		-			801,145						801,145
Total current liabilities		1,015			3,093,412						3,093,412
NONCURRENT LIABILITIES
Long-term payable		-			772,606						772,606
Asset retirement obligation		-			1,664,450						1,664,450
Total noncurrent liabilities		-			2,437,056						2,437,056
Total liabilities		1,015			5,530,468						5,530,468
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock		5,000			10,000		(7,000	)	(A)(B)		8,000
Paid in capital		7,718			5,294,312		(5,718	)	(A)(B)		5,296,312
Statutory reserves		-			321,608						321,608
Accumulated other comprehensive income		-			290,566						290,566
Retained earnings		(13,733	)		2,526,065		13,733		(B)		2,526,065
Total stockholders' equity (deficit)		(1,015	)		8,442,551						8,442,551
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	-		$	13,973,019					$	13,973,019

(1)	Source: unaudited financial statements of Target Acquisitions I, Inc. as of June 30, 2011, to be included in Form 10-Q to be filed with the SEC
(2)	Source: unaudited consolidated financial statements of China Real Fortune Mining Limited ("CRFML")as of June 30, 2011, as filed in this Form 8-K filed with the SEC.
(A)	Reflection of 4,999,900 shares out of 5,000,000 outstanding common stock of Target being retired; and the issuance of 8,000,000 shares to the shareholders of CRFML, resulting in 8,000,100 total shares outstanding of Target Acquisition I, Inc. after the reverse merger.
(B)	Elimination of Target Acquisitions I Inc. capital accounts and accumulated deficit as result of recapitalization, and reflection of payment of all liabilities of Target Acquisitions I, Inc. prior to closing.

1

TARGET ACQUISITIONS I, INC.

AND CHINA REAL FORTUNE MINING LIMITED

Pro forma Combined Statement of Operations

For the Six Months Ended June 30, 2011

(unaudited)

	(1)			(2)
	TARGET			REAL FORTUNE BVI			Pro forma		Pro forma
							Adjustments		Combined
	(historical)			(historical)
Net sales	$	--		$	4,377,375		$	--	$	4,377,375
Cost of sales		--			2,217,948			--		2,217,948
Gross profit		--			2,159,427			--		2,159,427
Operating expenses
General and administrative		1,015			612,909			--		613,924
Total operating expenses		1,015			612,909			--		613,924
Income (loss) from operations		(1,015	)		1,546,518			--		1,545,503
Non-operating income (expenses)
Interest income		--			1,342			--		1,342
Interest expense		--			(28,395	)		--		(28,395	)
										-
Total non-operating expenses, net		--			(27,053	)		--		(27,053	)
Income (loss) before income tax		(1,015	)		1,519,465			--		1,518,450
Income tax expense		--			397,489			--		397,489
Net income (loss)	$	(1,015	)	$	1,121,976		$	--	$	1,120,961
Earnings (loss) per share	$	(10.15	)	$	0.14				$	0.14
Weighted average shares outstanding		100			8,000,000					8,000,100

(1)	Source: unaudited financial statements of Target acquisitions I, Inc. as of June 30, 2011, to be included in Form 10-Q to be filed with the SEC.
(2)	Source: unaudited consolidated financial statements of CRFML as of June 30, 2011, as filed in this Form 8-K filed with the SEC.

2

TARGET ACQUISITIONS I, INC.

AND CHINA REAL FORTUNE MINING LIMITED

Pro forma Combined Statement of Operations

Year Ended December 31, 2010

(unaudited)

	(1)		(2)
	TARGET		REAL FORTUNE BVI			Pro forma		Pro forma
						Adjustments		Combined
	(historical)		(historical)
Net sales	$	--	$	12,761,246		$	--	$	12,761,246
Cost of sales		--		7,167,555			--		7,167,555
Gross profit		--		5,593,691			--		5,593,691
Operating expenses
General and administrative		--		1,244,740			--		1,244,740
Total operating expenses		--		1,244,740			--		1,244,740
Income from operations		--		4,348,951			--		4,348,951
Non-operating income (expenses)
Interest income		--		2,884			--		2,884
Interest expense		--		(52,883	)		--		(52,883	)
Total non-operating expenses, net		--		(49,999	)		--		(49,999	)
Income before income tax		--		4,298,952			--		4,298,952
Income tax expense		--		1,096,923			--		1,096,923
Net income	$	--	$	3,202,029		$	--	$	3,202,029
Earnings per share	$	--	$	0.40				$	0.40
Weighted average shares outstanding		100		8,000,000					8,000,100

(1)	Source: Audited financial statements of Target Acquisitions I, Inc. as of December 31, 2010, as filed in the annual report of Form 10-K filed with the SEC on May 10, 2011.
(2)	Source: Audited consolidated financial statements of Zhuolu Jinxin Mining Co., Ltd as of December 31, 2010, as filed in this Form 8-K filed with the SEC.

3

Target Acquisitions I, Inc. and

China Real Fortune Ming Limited

Notes to Pro forma Consolidated Financial Statements

NOTE 1 - BASIS OF PRESENTATION

Effective October 1, 2011, Target Acquisitions I Inc. (“Target”) entered into and closed a share exchange agreement, or the Share Exchange Agreement, with China Real Fortune Mining Limited (“Real Fortune BVI”), and the shareholders of Real Fortune BVI pursuant to which Target acquired 100% of the issued and outstanding capital stock of Real Fortune BVI for the issuance of eight million (8,000,000) Target common shares.  Immediately prior to the consummation of the Share Exchange Agreement there were 100 shares of Target’s common stock outstanding. Upon completion of the foregoing transactions, Target had 8,000,100 shares of its common stock issued and outstanding. 

The accompanying pro forma consolidated statements of operations present the accounts of Target and Real Fortune BVI, a wholly-owned subsidiary; Real Fortune Holdings Limited (“Real Fortune HK”), a wholly-owned subsidiary of Real Fortune BVI; ZhangJiaKou TongDa Mining Technologies Service Co., Ltd. (“China Tongda”), a wholly-owned subsidiary of Real Fortune HK; and Zhuolu Jinxin Mining Co., Ltd (“China Jinxin”), a limited liability company incorporated under the laws of the PRC which is effectively and substantially controlled by China Tongda through a series of agreements referred to herein as the “VIE Agreements”, for the six months ended June 30, 2011, and for the year ended December 31, 2010, as if the acquisition occurred on January 1, 2011, and January 1, 2010, for the purpose of the statements of operations, respectively. The accompanying pro forma combined balance sheet presents the accounts of Target and Real Fortune BVI and its wholly-owned subsidiaries as if the acquisition of Real Fortune BVI by Target occurred on June 30, 2011.  

For accounting purposes, the transaction is being accounted for as a recapitalization of Real Fortune BVI because after the share exchange, Real Fortune BVI’s shareholders will own the majority of the Target’s shares and will exercise significant influence over the operating and financial policies of the consolidated entity, and Target was a non-operating shell prior to the acquisition. Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell with nominal net assets is considered a capital transaction in substance, rather than a business combination.

The following adjustments would be required if the acquisition occurred as indicated above:

a.   Reflection of 4,999,900 shares out of 5,000,000 outstanding common stock of Target being retired and the issuance of 8,000,000 shares to the shareholders of Real Fortune BVI, resulting in 8,000,100 total shares outstanding of Target after the reverse merger.

b.   Elimination of Target’s capital accounts and accumulated deficit as result of recapitalization, and reflection of payment of all liabilities of Target prior to closing.

4

(c) Exhibits

Exhibit No.	Description
2.1(1)	Share Exchange Agreement, dated as of October 1, 2011, among Target Acquisitions I, Inc., China Real Fortune Mining Limited (“Real Fortune BVI”), and the shareholders of Real Fortune BVI.
3.1 (2)	Certificate of Incorporation, as amended
3.2 (3)	Bylaws
10.1	Form of Management Entrustment Agreement, dated May 9, 2011, between ZhangJiaKou TongDa Mining Service Co., Ltd. and Zhuolu Jinxin Mining Co., Ltd.
10.2	Form of Power of Attorney, dated May 9, 2011.
10.3	Form of Exclusive Purchase Option Agreement, dated May 9, 2011, among ZhangJiaKou TongDa Mining Service Co., Ltd. and Zhuolu Jinxin Mining Co., Ltd. and its shareholders
10.4	Form of Equity Pledge Agreement, dated May 9, 2011, among ZhangJiaKou TongDa Mining Service Co., Ltd. and Zhuolu Jinxin Mining Co., Ltd. and its shareholders
10.5	English translation of Lease Agreement, dated December 27, 2006, between Zhuolu County Luanzhuang Township People’s Government and Zhuolu Jinxin Mining Co., Ltd.
10.6	English translation of form of Long Term Strategic Agreement dated January 16, 2009 between Zhuolu Jinxin Mining Co., Ltd. and Handan Steel Group Company.
10.7	English translation of Employment Agreement between Zhuolu Jinxin Mining Co., Ltd. and Changkui Zhu.
10.8	English translation of Employment Agreement between Zhuolu Jinxin Mining Co., Ltd. and Zhengting Deng.
21.1	Subsidiaries
________
(1)	Filed as exhibit 2.1 to the Company's current report on Form 8-K filed with the SEC on September 30, 2011, and incorporated herein by this reference
(2)	Filed as exhibit 3.1 to the Company's registration statement on Form 10-SB, filed with the SEC on October 19, 2006, and incorporated herein by this reference
(3)	Filed as exhibit 3.2 to the Company's registration statement on Form 10-SB, filed with the SEC on October 19, 2006, and incorporated herein by this reference

-63-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to its Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 6, 2011
	Target Acquisitions I, Inc.
	(Registrant)
	/s/ Changkui Zhu
	*Signature
	Chief Executive Officer
	Title

-64-

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Management Entrustment Agreement dated May 9, 2011, between ZhangJiaKou TongDa Mining Service Co., Ltd. and Zhuolu Jinxin Mining Co., Ltd.
10.2	Form of Power of Attorney, dated May 9, 2011.
10.3	Form of Exclusive Purchase Option Agreement, dated May 9, 2011, among ZhangJiaKou TongDa Mining Service Co., Ltd. and Zhuolu Jinxin Mining Co., Ltd. and its shareholders
10.4	Form of Equity Pledge Agreement, dated May 9, 2011, among ZhangJiaKou TongDa Mining Service Co., Ltd. and Zhuolu Jinxin Mining Co., Ltd. and its shareholders
10.5	English translation of Lease Agreement, dated December 26, 2007, between Zhuolu County Luanzhuang Township People’s Government  and Zhuolu Jinxin Mining Co., Ltd.
10.6	English translation of form of Long Term Strategic Agreement dated January 16, 2009 between Zhuolu Jinxin Mining Co., Ltd. and Handan Steel Group Company.
10.7	English translation of Employment Agreement between Zhuolo Jinxin Mining Co., Ltd. and Changkui Zhu.
10.8	English translation of Employment Agreement between Zhuolo Jinxin Mining Co., Ltd. and Zengting Deng.
21.1	Subsidiaries

EX-10.1

Exhibit 10.1

Management Entrustment Agreement

Management Entrustment Agreement

This Agreement is made and entered into on May 9th, 2011 in Tianjin, China, by and between the following parties:

Party A: Zhuolu Jinxin Mining Co., Ltd.

Registered business address: Chunshugou Village, Luanzhuang Town, Zhuolu County, Hebei Province

Party B: Zhangjiakou Tongda Mining Technologies Service Co., Ltd.

Registered business address: Tianyang Residence Community, Qiaodong District, Zhangjiakou City, Hebei Province.

WHEREAS:

1. Party A is a corporation registered with Zhuolu Administration for Industry & Commerce in Hebei Province and validly existing in the territory of the PRC pursuant to the laws of the PRC with business license registration number: 130731000000165.

2. Party B is a wholly foreign-owned enterprise which has been duly organized and registered with Zhangjiakou Administration for Industry & Commerce in Hebei Province and validly existing under the laws of the PRC, with business license registration number: 130700400001670.

3. In order to let Party B have actual control of Party A, Party A intends to irrevocably entrust to Party B for its management the right of operation management of Party A and the responsibilities and authorities of the shareholders and the Board of Directors of Party A.

4. Party B agrees to accept the entrustment of Party A, and to exercise the right of operation management of Party A and the responsibilities and authorities of the shareholders and the Board of Directors of Party A.

5. Party A has obtained the approval of its shareholders to enter into this Agreement.

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Management Entrustment Agreement

NOW, THEREFORE, through friendly consultation, under the principle of equality and mutual benefits, in accordance with the relevant laws and regulations of the People’s Republic of China, the parties agree to enter into this Agreement and to be bound with the terms and conditions as follows:

Article 1    Management Entrustment

1.1   Entrusted Operation

Party A agrees to irrevocably entrust the right of operation management of Party A and the responsibilities and authorities of Party A’s investor, shareholders and the Board of Directors to Party B in accordance with the terms and conditions of this Agreement.  Party B agrees to exercise the aforesaid rights and responsibilities in accordance with the terms and conditions of this Agreement. All the shareholders of Party A issued Power of Attorney (“Power of Attorney”) to Party B by on the same day as this Agreement.  Except that this Agreement terminates, the aforesaid entrustment shall be irrevocable.

1.2   Term of Entrusted Operation

1.2.1 This Agreement is executed on the date first above written and shall take effect as of such date (such day, the “Effective Date”), and subject to the termination provisions of Sections 1.2.2. and 1.2.3 below (collectively, the “Early Termination Provisions”), shall continue in effect until the thirtieth anniversary of the Effective Date (the “Initial Term”); provided, that if this Agreement has not been terminated prior to the end of the Initial Term or a Renewal Term (as the case may be) in accordance with the Early Termination Provisions, the term of this Agreement automatically and without any action of any party shall be extended for additional successive ten year periods thereafter (each a “Renewal Term”), unless not less than 30 days prior to the end of the Initial Term or any Renewal Term Party B notifies Party A in writing that this Agreement shall terminate at the end of the Initial Term or that Renewal Term, as the case may be.  In no event shall Party A have the right to unilaterally terminate this Agreement.  Anything to the contrary in the foregoing notwithstanding, upon the occurrence of the events set forth below this Agreement shall terminate on the date specified:

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Management Entrustment Agreement

1.2.2 the day when the Agreement is terminated by Party B in its sole and absolute discretion by the delivery to Party A of a written notice of termination; or

1.2.3 the day when Party B completes the acquisition of all the assets or at least 51% of the equity interests of Party A.

1.3   Purpose of Entrusted Operation

Party B shall fully manage the operation activities of Party A as its exclusive managing consultant and provide Party A with exclusive technical support for Party A. Party B shall perform the responsibilities and rights of Party A’s shareholders and the Board of Directors. Party A shall pay its profit (if any) to Party B and Party B shall be responsible to Party A’s loss (if any).  During the term of the entrusted operation, Party B, as the entrusted manager, shall provide full management to Party A’s operations.

1.4   Content of Entrusted Operation

As of the day when this Agreement comes into effect, Party B shall be in charge of all aspects of party A’s operations. The contents of the entrusted operation shall include but not limited to major decision right management, capital management, financial management, assets management, human resource management, daily operation management and technical support. For Party B’s operation decision for the operation management of Party A, Party A shall unconditionally provide necessary assistance.

1.4.1   Major Decision Right Management

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Management Entrustment Agreement

(1) Pursuant to Power of Attorney issued by the shareholders of Party A on the same day as this Agreement (“Power of Attorney”), Party B shall have the right to participate in the shareholder’s meeting of Party A, vote on the matters proposed at the meeting, suggest the holding of temporary shareholders’ meeting as the agent of the shareholders of Party A, and have other shareholders’ voting rights as stipulated in the Articles of Association of Party A and the Companies Law of the PRC. Party B shall also have the right to make the following major decisions:

a) to decide the operation plan and investment scheme for Party A;

b) to discuss and approve the reports of the Board of Directors and the supervisor;

c) to discuss  and approve the annual financial budget and settlement plan;

d) to discuss approve the profit distribution plan and the loss compensation plan;

e) within the authorization of the shareholder’s meeting, to decide such matters of Party A as investment, assets purchase or sale, assets mortgage, external guarantee, assets management and related party transaction;

f) to resolve on the increase or decrease of the registered capital;

g) to resolve on the issuance of the corporate bond;

h) to resolve on the matters including merger, division, change of corporate form, dissolution and liquidation of the company;

i) to amend the articles of association;

j)  to retain or replace the Certified Public Accounting (“CPA”) firm providing auditing service for Party A.

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Management Entrustment Agreement

(2) Party B shall have the right to designate candidates of the directors and supervisor of Party A.

(3) Party B shall have the right to prepare the scheme to purchase or repurchase the shares of Party A, the scheme of reorganization and the scheme to go public for Party A; Party A should make sure that the shareholders of Party A shall agree such schemes and go through the necessary legal procedures to complete said schemes.

1.4.2   Capital Management

Party B shall manage and control all funds of Party A. Party A shall open or appoint a management account for its funds (“Management Account”) and Party B shall be responsible for and have the right in deciding the inward and outward remittance of its funds. The seals affixed to such account shall be that of the person appointed and confirmed by Party B. As of the day when this Agreement comes into effect, all cashes of Party A, including but not limited to revenues from sales, existing working capitals, collecting of receivables, and all payables and operating expenses, employees’ salaries and compensations and assets acquisition, must be saved and transacted in this Management Account.

1.4.3   Financial Management

(1) Party B shall establish the financial and accounting system of Party A pursuant to the applicable laws of the PRC.

(2) Party B shall submit annual budget and settlement scheme to the shareholders of Party A.

(3) Party B shall on a quarterly basis file financial statements to the shareholders of Party A, and prepare the annual financial statements of Party A within one hundred and twenty (120) days after the end of each fiscal year, and provide them to the shareholders after they are audited by the CAP firm.

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Management Entrustment Agreement

1.4.4   Assets Management

(1) Party A shall deliver the list of all its assets on March 31, 2011 (“Base Date”) to Party B, within 5 days after the effective date of this Agreement and undertake it has no action adversely affecting such assets after the Base Date and before the execution of this Agreement.  Party B has the right to use such assets for the necessary operation scope.

(2) Within the term of the entrusted operation, Party A shall not transfer the assets of Party A or reduce their value, unless otherwise arising in the ordinary course of business of Party A and obtaining approval from Party B.

1.4.5   Human Resource Management (“HR Management”)

(1) Party B have the right to decide the setup of the internal governance structure of Party A;

(2) Party B shall have the right to decide all matters in relation to HR of Party A, including but not limited to the employment, removal, staffing and remuneration of senior officers.

(3) Within the term of the entrusted operation, Party B shall continue to perform the labor contracts signed by Party A and its employees according to the PRC labor laws.

1.4.6    Daily Operation Management  and Technical Support

(1) Party B shall have the right to decide all daily production and sales arrangements of Party A such as the production scale, product category, sales strategy and execution of operating contracts.

(2) Party B undertakes to make full use of its existing advanced methods of management and technologies, to improve product quality, broaden sales channels, reduce product cost and operating expenses.

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Management Entrustment Agreement

1.5   Entrustment Fee

1.5.1 In consideration of the services to be provided by Party B, Party A shall pay to Party B each quarter a management consulting fee equal to all pre-tax profits, if any, of Party A for that quarter (such pre-tax profits are referred to herein as the “Profits”).

1.5.2 Such fees that Party A shall pay (or cause to be paid) to Party B are to be paid in the following manner: during the term of this Agreement: the Profits for each quarter shall be computed no later than 45 days after the end of each quarter, except that in the case of the final quarter of a fiscal year the period for calculating the Profits shall be 90 days.  Once such computation is completed, but in all events within 45 days of the end of each fiscal quarter (90 days in the case of the fourth quarter), 100% of all Profits for that quarter shall be paid to Party B.  If the Profits for any quarter are zero or negative, meaning that Party A had a loss for such quarter, Party A will not pay Party B a management consulting fee for that quarter, and any loss for a quarter shall be deducted from the management consulting fee for the following quarters; provided further, if at any time Party A shall request that Party B pay to it the amount of any loss that has not been offset against a Profit, Party B will do so within thirty days of such request. 

1.5.3 Should Party A fail to pay all or any part of the fees due to Party B under this Agreement within the time stipulated, Party A shall pay to Party B interest on the amount overdue based at an adjustable rate equal to the three (3) month lending rate for RMB announced from time to time by the People’s Bank of China from the date due until the date paid in full.

1.5.4 Following the end of each fiscal year of Party A, the parties shall conduct an  examination and verification of the management consulting fees paid by Party A based upon the Profits of Party A for each of the quarters during such fiscal year as confirmed by the audit report by the CPA firm retained by Party A and make appropriate adjustments within fifteen (15) business days following the issuance of such audit report, so that any overcharge will be refunded or any deficiency will be compensated for. Party A covenants and warrants to Party B that it will provide all necessary materials and assistance to such CPA firm and cause the preparation and issuance to the parties of the foregoing audit report by such CPA firm within ninety (90) days following the end of each fiscal year of Party.

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Management Entrustment Agreement

1.6   Assumption of the Entrustment Risk

Party B shall assume all the operation risks in association with the management of Party A entrusted to it.  Party B shall be responsible for any loss incurred to Party A’s operation.  If Party A’s cash is not enough to pay its debt, Party B is liable to pay the debt; if the loss leads to Party A’s net asset less than the total contribution of Party A’s all shareholders (i.e. paid-in capital), Party B shall be liable to make up for the deficiency.

Article 2    Rights and Obligations of the Parties A

During the term of the entrusted operation, the rights and obligations of Party A shall include:

(1) After the execution of this Agreement, the management of Party A shall be handed over to Party B. Party A shall, within 5 days after the effective date of this Agreement, deliver Party A’s business data, personal archives, business licenses, seals, financial records, legal title certificates and other relevant documentation to Party B or representative authorized by Party B, in order to guarantee Party B to execute its operation responsibilities.

(2) During the term of the entrusted operation, without Party B’s consent, Party A and its shareholders and the Board of Directors shall not make any decision on Party A’s operations, and they shall not intervene with Party B’s entrusted management activities in any form;

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Management Entrustment Agreement

(3) During the term of the entrusted operation, Party A’s Board of directors shall have  the obligation to cooperate with Party B in accordance with Party B’s request to ensure the stability and consistency of the operation;

(4) To entrust the authorities of the shareholders and the Board of Directors to Party B;

(5) To timely pay the entrustment fee to Party B;

(6) Without Party B’s consent, Party A shall not entrust any third party other than Party B in any form to manage Party A’s businesses;

(7) The Board of Directors and shareholders of Party A shall issue necessary documents for the purpose of accomplishing the management by Party B;

(8) Party A shall do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises and licenses;

(9) Party A shall actively assist Party B in transacting foreign merger formalities provided that doing so is permitted by the laws of the PRC;

(10) Party A shall not unilaterally early terminate this Agreement for any reason.

(11) Other rights and obligations of Party A provided under this Agreement.

Article 3    Negative Covenants

Party A covenants and agrees that, during the term of this Agreement, without the prior written consent of Party B:

(1) Party A will not issue, purchase or redeem any equity securities of Party A;

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Management Entrustment Agreement

(2) Party A will not create, incur, assume or suffer to exist any liens upon or with respect to any property or assets of Party A whether now owned or hereafter acquired, provided that the provisions of this subsection shall not prevent the creation, incurrence, assumption or existence of:

a) liens for taxes not yet due, or liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; and

b) liens in respect of property or assets of Party A imposed by the laws of the PRC, which were incurred in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of Party A or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property of assets subject to any such lien.

(3) Party A will not liquidate ,dissolve or  terminate its operations or enter into any transactions of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any person, except that (i) Party A may make sales of inventory in the ordinary course of business; and (ii) Party A may, in the ordinary course of business, sell equipment which is uneconomic or obsolete;

(4) Party A will not declare or pay any dividends, or return any capital, to its shareholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by Party A with respect to its capital stock), or set aside any funds for any of the foregoing purposes;

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(5) Party A will not contract, create, incur, assume or suffer to exist any indebtedness, except accrued expenses and current trade accounts payable incurred in the ordinary course of business, and obligations under trade letters of credit inclined by Party A in the ordinary course of business, which are to be repaid in full not longer than one year after the date on which such indebtedness is originally incurred to finance the purchase of goods by Party A;

(6) Party A will not lend money or credit or make advances to any person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other person, except that Party A may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;

(7) Party A will not enter into any transactions or series of related transactions, whether or not in the ordinary course of business, with any affiliates of Party A, other than on terms and conditions substantially as favorable to Party A as would be obtainable by Party A at the time in a comparable arm’s-length transaction with a person other than an affiliate and with the prior written consent of Party B;

(8) Party A will not make any expenditures for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which should be capitalized in accordance with generally accepted accounting principles in the PRC or in the United States) in excess of US $1,000,000, without the prior written consent of Party B; and

(9) Party A will not: (i) make any voluntary or optional payment or prepayment on or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) any existing indebtedness; (ii) amend or modify, or permit the amendment or modification of, any provision of any existing indebtedness or of any agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any of the foregoing; or (iii) amend, modify or change its Article of Association or Business License, or any agreement entered into by it, with respect to its shares, or enter into any new agreement with respect to its shares.

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Article 4    Rights and Obligations of the Parties B

During the term of the entrusted operation, the rights and obligations of Party B shall include:

(1) Party B shall enjoy independent and comprehensive management right over Party A’s operations;

(2) Party B shall have the right to adjust the organizational structure and the personnel placement of Party A based on the needs of the management;

(3) Party B shall have the right to dispose of all the assets of Party A, and Party B can dispose of any of the aforesaid assets without any prior consent of Party A;

(4) Party B shall be entitled to entrustment fees in accordance with this Agreement.

(5) Party B shall carry out all the responsibilities and rights entrusted to it under this Agreement in good faith, and shall pay reasonable attention to the entrusted matters and notify Party A timely of relevant matters;

(6) Party B shall act in good faith and consult with Party A in regards to the handling of matters  covered by this Agreement;

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(7) Other obligations shall be performed by Party B under this Agreement.

Article 5    Warranties and Representations

5.1   Party A has stated to Party B and Party B has knowledge of the following circumstances:

(1) Party A has an iron ore concentrate production line with an annual capacity of 300,000 tons and associated plant and office building (hereinafter collectively referred to as "production facilities") , which  was put into trial production from March to September 2010. Party A successively obtained temporary manufacturing licenses for metallurgical mineral production license of Zhangjiakou City on March 22, 2009, March 23, 2010 and January 1, 2011, respectively.  The valid period of the latest one is one year.

Party A leased both the land occupied by production facilities and also the land around it (hereinafter referred to as "the land "collectively), with a total of 15.80 hectares. This lease was agreed and confirmed by the local villagers committee, and was subject to relevant agreements between and among Party A and the local township government. Pursuant to such agreements: the lease term was from December 30, 2006 to December 30, 2026 and the total compensation was approximately RMB 5,000,000 ($0.75 million USD).

The land occupied by Party A’s production facilities is for construction. According to Chinese laws and regulations related to land management, only the state-owned land can be used for construction.  The land occupied by Party A’s production facilities is still owned collectively by local villagers at present and only could  be used by Party A for construction after it is changed to state-owned land through acquisition by the local government. China Jinxin is working with the local authorities to complete this process. Whereas Party A has not acquired the state-owned land use right at present, the corresponding legal effects include but not limited to: (i)some mandatory administrative licenses for Party A’s iron ore concentrate project have not been granted; (ii) the houses such plants, office building and others shall be subject to limitations in case of transfer or mortgage.

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(2) The local county government has commissioned a qualified provincial mineral resources exploration agency (“the Agency”) to carry out a geological survey of ultra-poor magnetite around Party A’s production facilities, covering an area about  5.73KM2. Pursuant to the commission agreement, the local county government shall pay geological survey fees ("Survey fee", which has been already paid); the Agency would obtain mineral exploration right in its own name ("Geological Survey Certificate”: No. D13020100600001085; valid period: from June 18, 2010 to June 18, 2013); if the search results meet the establishment conditions of mining rights, the mining rights will belong to the local county government ("the mining rights"); the local county government will adopt an open tender to sell the mining rights.

Party A entered an agreement with the local county government, pursuant to which: Party A shall bear geological survey fees (which has already been paid); when the local county government invites a public bidding for the mining rights, Party A will have the right to enter a bid; if Party A wins the bid, party A shall pay the transfer price of the mining rights (geological survey fees already paid will be regarded as part of the transfer price); if Party A doesn’t win the bid, the local county government will return Party A the geological survey fees, and undertake to coordinate the winning bidder to give Party A priority  under the same conditions to purchase iron ores under the mining rights

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Party A has informed Party B: Party A shall purchase iron ores as materials from outside prior to acquiring the mining rights. The iron ores used during the trial production came from the construction of the production facilities and roads, which was approved by the local mineral authorities.

Party A has informed Party B: If the search results of geological survey do not meet the conditions for the establishment of mining rights, or Party A does not win the bid for the mining right in the tender and could not purchase iron ores from the winning bidder with a reasonable price, or ore reserves or ore grade does not fully meet the demands of Party A even if Party A wins the bid or reach an agreement with the winning bidder, Party A shall purchase iron ores as materials from other areas.

(3) Party A undertakes to assist Party B and coordinate the local governments at various levels during the period of the entrusted operation to acquire the mining license(s) in relation to the areas around the production facilities, the state-owned land use right occupied by the production facilities, and to go through the relevant lacking legal procedures of the production facilities according to Chinese laws. If Party A's own capital is not sufficient to pay the relating consideration or expenses, Party B shall be responsible for the shortage.

5.2   Each party shall warrant and represent to the other party, on the execution day of this Agreement, that:

(1) Each party shall have the right to enter into this Agreement, and the ability to perform this Agreement;

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(2) In order to execute and perform this Agreement, each party has gone through the necessary internal decision-making procedures and obtained the approval;

(3) Each party has duly authorized its representative to execute this Agreement;

(4) Each party shall not have any reason of its own that will encumber the effectiveness of this Agreement from the effective date and become binding on such party;

(5) The execution of this Agreement and the performance of the obligations hereunder will NOT:

a) violate the business license, articles of association or any other similar documents of that party;

b) violate the laws and regulations of China or the government authorization or permit;

c) violate any other contracts or agreements to which that party is a party (or is bound), or lead to that party’s breach of contract under such contracts or agreements.

Article 6   Effect of the Agreement

This Agreement shall be valid upon the subscription of both parties’ legal representatives or duly authorized representatives and the affixture of both parties’ corporate seals.

Article 7   Liability of Beach of the Agreement

After the effectiveness of this Agreement, apart from the situation described in Article 8 of this Agreement, either party’s violation of any provisions under this Agreement shall constitute a breach of this Agreement and thus be liable to compensate the non-breaching party for any damages that may arise thereof.

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Article 8   Force Majeure

Either party’s failure to perform the obligations or part of the obligations of this Agreement due to a force majeure event shall not be deemed as a breach of the agreement; however, the non-performing party shall timely provide effective evidence of the force majeure event to the other party, and the parties shall discuss a settlement plan through consultation.

Article 9   The Governing Law

The execution, effectiveness, interpretation, performance and dispute resolution of this Agreement shall be governed by the laws and regulations of China.

Article 10  Dispute Resolution

Any dispute arising under this Agreement shall be first settled by the parties through friendly consultation.   If the negotiation fails within 45 days, either party  is entitled to submit the dispute to the China international Economic and Trade Arbitration Commission (“CIETAC”) in Beijing for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

Article 11  Confidentiality

11.1  The parties agree and shall cause their relevant personnel to keep strict         confidence of all the terms and conditions of this Agreement and all the matters of the entrusted operation that have access to. They shall not disclose the aforesaid information to any third party unless it is required by the explicit provision of law, or the instruction of judicial or governmental agencies or with consent of the other party, otherwise, the disclosing party shall bear the relevant legal consequences.

11.2  The confidentiality obligation of the parties shall survive the termination of this Agreement.

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Article 12  Severability of the Clauses

12.1  If any clause of this Agreement is invalidated or non-enforceable due to the provisions of laws or regulations, this clause is invalid while all other clauses shall remain in full force and effect and binding upon both parties.

12.2  In the event the aforesaid situation occurs, the parties shall, through friendly consultation, agree upon supplemental clause to replace the invalid clause at their earliest possible time.

Article 13  Non-waiver of Rights

13.1  If one party fails or delays to exercise a certain right provided under this Agreement, such failure or delay shall not constitute the waiver of such right by that party.

13.2  If one party fails to require the other party to perform a certain obligation provided under this Agreement, such failure shall not constitute the waiver by that party of the right to require the other party to perform at a later time.

13.3  If one party violates any clause of this Agreement and obtains a waiver of liability from the non-violating party, such waiver shall not constitute the waiver of liability by the non-violation party over the violations by the other party at a later time or of other clauses of this Agreement.

Article 14  No Transfer

Unless otherwise provided in this Agreement, without the prior written consent of the other party, one party shall not transfer or entrust this Agreement or any right or obligation under this Agreement to a third party, nor shall one party provide any guarantee to a third party or do other similar things.

Article 15  Miscellaneous

15.1  Any supplemental agreements entered into by the parties after the effective date of this Agreement shall be an effective part of this Agreement and have the same legal effect as this Agreement.  If there is any discrepancy between the supplemental agreement and this Agreement, the supplemental agreement shall prevail.

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15.2  This Agreement is written both in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

15.3  This Agreement shall be executed in four counterparts; each party holds one and the rest are used for the transaction of related formalities.  Each of the copies shall be deemed as the original one and has the same effect.

[The remainder of this page is intentionally left blank.]

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Management Entrustment Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement specified on the first page of this Agreement.

Party A: Zhuolu Jinxin Mining Co., Ltd.(seal)

Legal Representative or Authorized Representative (signature):

Party B: Zhangjiakou Tongda Mining Technologies Service Co., Ltd.(seal)

Legal Representative or Authorized Representative (signature):

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Statement

Date: May 9th, 2011

I agree that Zhuolu Jinxin Mining Co., Ltd. signs the Management Entrustment Agreement with Zhangjiakou Tongda Mining Technologies Service Co., Ltd., which irrevocably entrusts Zhangjiakou Tongda Mining Technologies Service Co., Ltd. for its management the right of operation management of Zhuolu Jinxin Mining Co., Ltd. and the right from me according to the laws and the Articles of Association of Zhuolu Jinxin Mining Co., Ltd.

Stated by :

Jiazhen Liu (ID No.120102196305211080):

Changqing Han (ID No. 120103196501136125):

Jianxin Wei (ID No.130102197010052138):

Xia Wang (ID No.120106196301100522):

Ying Li (ID No.12010219610517107X):

Jiaqi Liu (ID No.120102195905141077):

Jianhua Zhang (ID No.120101196112195014):

Junyan Tian (ID No.120102195502161161):

Fengqin Ji (ID No.120105194510092121):

Lixin Shi (ID No.132928197402226028):

Huiqin Wang (ID No.120104195512061829):

Wenyan Yang (ID No.120222196411287020):

Dengwei Gao (ID No.120105195401094229):

Shaofeng Han (ID No.120112196402271643):

Yuqin Wei (ID No.120223197107061669):

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EX-10.2

Exhibit 10.2

Power of Attorney

Power of Attorney

I, Jiazhen Liu, a citizen of the People’s Republic of China (the “PRC”), with Chinese Identification Card No.: 120102196305211080, and a holder of 47% of the shares of Zhuolu Jinxin Mining Co., Ltd. ("My Shareholding"), hereby irrevocably authorize Zhangjiakou Tongda Mining Technologies Service Co., Ltd. ("WOFE") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

WOFE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend the shareholders’ meetings of Zhuolu Jinxin Mining Co., Ltd.  and/or sign the relevant resolution(s); 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of the PRC and the Articles of Association of Zhuolu Jinxin Mining Co., Ltd., including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, Chairman of the board of directors ) and/or director, supervisor, the chief executive officer, financial officer and other senior management members of Zhuolu Jinxin Mining Co., Ltd.

Without limiting the generality of the powers granted hereunder, WOFE shall have the power and authority under this Power of Attorney to execute the relevant share and/or assets agreements stipulated in the Exclusive Purchase Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Purchase Option Agreement, both dated the date hereof, to which I am a party.

Except as otherwise provided hereunder, WOFE is entitled to perform, at its discretion, all the necessary rights incurred from My Shareholding without my oral or written instructions.

Except as otherwise provided hereunder, WOFE is entitled to transfer, allocate or utilize in some other ways the dividends-in-cash and other non-cash income arising from My Shareholding in accordance with my oral or written instructions.

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All the actions related to My Shareholding conducted by WOFE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WOFE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by the WOFE.

WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. However, WOFE shall immediately inform me of such reauthorization or assignation and such reauthorization or assignation shall not impair my benefits.

This Power of Attorney shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Zhuolu Jinxin Mining Co., Ltd.

During the term of this Power of Attorney, I hereby waive all the rights related to My Shareholding, which have been authorized to WOFE through this Power of Attorney, and shall not exercise such rights by myself.

This Power of Attorney is written both in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

By: ______________

Jiazhen Liu

May 9th , 2011

By: _________________

Witness: Lidong Li

May 9th , 2011

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EX-10.3

Exhibit 10.3

Exclusive Purchase Option Agreement

EXCLUSIVE PURCHASE OPTION AGREEMENT

This Exclusive Purchase Option Agreement (this “Agreement”) is entered into by and among all the parties below on May 9, 2011, in Tianjin, the People’s Republic of China (“PRC”):

Party A: Zhangjiakou Tongda Mining Technologies Service Co., Ltd, a wholly foreign-owned enterprise which has been duly organized and is validly existing under the laws of the PRC, with its address at Tianyang Residence Community, Qiaodong District, Zhangjiakou City, Hebei Province.

Party B:  Changqing Han, a citizen of the PRC with Chinese identification No.: 120103196501136125, with the address at No. 105, Unit 65, Kuanfuli, Yilin Road, Hexi District, Tianjin; and

Party C: Zhuolu Jinxin Mining Co., Ltd., a company with limited liability which has been duly incorporated and is validly existing in the territory of the PRC pursuant to the laws of the PRC with its address at Chunshugou Village, Luanzhuang Town, Zhuolu County, Hebei Province.

In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

WHEREAS:

(1) On the date of execution of this Agreement, Party B is one of the shareholders of Party C and duly holds21.87% of the shares of Party C;

(2) Party B agrees to irrevocably confer Party A an exclusive option to purchase all the equities Party B holds in Party C, so that Party A or the third party designated by Party A (“Designee”) may have the right to purchase all the equities Party B holds in Party C (“Object Equities”) at any time when the law of the PRC permits and Party A deems it proper.  And Party A agrees to accept the above-mentioned exclusive purchase option.

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(3) Party C agrees to irrevocably confer Party A the purchase option to purchase all the assets of Party C, so that Party A or its Designee may have the right to purchase all the assets of Party C (“Object Assets”) at any time when the laws of the PRC permits and Party A deems it proper.  And all the shareholders of Party C agree to such grant and Party A agrees to accept the above-mentioned exclusive purchase option.

NOW, THEREFORE, with the consensus reached through negotiation, all parties have entered into this Agreement and agreed to abide by it pursuant to the applicable laws, regulations and rules of the PRC (“laws of the PRC”).

1.  Conferring and Exercise of Purchase Option

1.1 Exclusive Purchase Option of the Object Equities.  Party B agrees to irrevocably confer Party A the exclusive option to purchase all the equities Party B holds in Party C (“Equity Purchase Option”).

1.1.1 This Agreement is executed on the date first above written and shall take effect as of such date (such day, the “Effective Date”), and subject to earlier termination by Party A, shall continue in effect until the thirtieth anniversary of the Effective Date (the “Initial Term”); provided, that if this Agreement has not been terminated by Party A prior to the end of the Initial Term or a Renewal Term (as the case may be), the term of this Agreement automatically and without any action of any party shall be extended for additional successive ten year periods thereafter (each a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless not less than 30 days prior to the end of the Initial Term or any Renewal Term Party A notifies Party B and Party C in writing that this Agreement shall terminate at the end of the Initial Term or that Renewal Term, as the case may be.  In no event shall Party B or Party C have the right to unilaterally terminate this Agreement.

1.1.2 Commencing upon the Effective Date and continuing through the Term of this Agreement (“Exercise Period”), Party A or its Designee shall have the right to purchase all or part of the equities Party B holds in Party C pursuant to the related terms and conditions under this Agreement and at the Exercise Price for Equity Purchase Option (as defined hereunder), provided that the laws of the PRC at that time permits.  Party B agrees to enter into an Equity Transfer Agreement (“Equity Transfer Agreement”) with Party A or its Designee in the format.  The Exercise Period under this Agreement may be extended by the written consent of Party A before the expiration date.  The term of extension shall be determined through mutual agreement by all parties to this Agreement.

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1.1.3 Where the laws of the PRC permits and Party A sends the Equity Purchase Exercise Notice (as defined in Subsection 2.2.1), Party B and Party C shall unconditionally cooperate with Party A to carry out the above procedures and transfer all or part of the Object Equities to Party A or its Designee, and transact all necessary formalities such as review and approval, permit, registration and filing.

1.1.4 The Object Equities shall be free of any Security Interest.  For the purpose of this Agreement, Security Interest means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements; however, it does not include any security interests created under Equity the Pledge Agreement entered into by Party A and Party B on the same day as this Agreement (“Equity Pledge Agreement”).

1.1.5 During the Exercise Period, if the holding of all or part of the Object Equities by Party B is or will be deemed to violate the applicable laws, Party B and Party C shall immediately send a written notice to Party A to explain the reason in detail.

1.2 Exclusive Purchase Option to the Object Assets.  Party C here agrees to irrevocably confer Party A the purchase option to purchase all of its assets (“Assets Purchase Option”).  The Equity Purchase Option and the Assets Purchase Option collectively are referred to as “Purchase Option”:

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1.2.1 During the Exercise Period, Party A or its Designee shall have the right to purchase all or part of the assets owned by Party C pursuant to the terms and conditions under this Agreement at the Exercise Price for Assets Purchase Option or a percentage thereof (as defined hereunder), provided that the laws of the PRC at that time permits.  Party C agrees to enter into an assets transfer agreement (“Assets Transfer Agreement”) with Party A or its Designee.

1.2.2 Where the laws of the PRC permits and Party A sends the Asset Purchase Exercise Notice (as defined in Subsection 2.3.1), Party B and Party C shall unconditionally cooperate with Party A to carry out the above procedures and transfer all or part of the Object Assets to Party A or its Designee, and transact all necessary formalities such as review and approval, permit, registration and filing.

1.2.3 When Party A exercises the Assets Purchase Option, Party B and Party C shall ensure other shareholders of Party C will approve the asset transfer under this Agreement.

2. Exercise Steps

2.1 Pursuant to the applicable laws of the PRC, Party A shall have the right to determine the time, manner and number of purchases for the Purchase Option.

2.2 Exercise steps to purchase equities:

2.2.1 During the Exercise Period, Party A may send an exercise notice (“Equity Purchase Exercise Notice”) to Party B to exercise the Equity Purchase Option under this Agreement to purchase all or part of the Object Equities or transfer all or part of the Object Equities to a Designee, provided that the laws of the PRC permits at that time.

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2.2.2 Upon receipt of the Equity Purchase Notice pursuant to Subsection 2.2.1 above or earlier if requested by Party A, Party B shall immediately:

(a) obtain the waiver concerning the first refusal of other shareholders of Party C at that time on the purchase of such equities;

(b) enter into an Equity Transfer Agreement in the format attached as Annex 1 hereto with Party A and/or its Designee according the requirements of the Equity Purchase Exercise Notice;

(c) revise the Articles of Association of Party C together with Party A and/or its Designee and other shareholders of Party C at that time pursuant to the Equity Transfer Agreement;

(d) cause Party C to promptly convene a shareholder’s meeting to pass the resolutions to approve the equity transfer pursuant to the exercise of the Equity Purchase Option and the amendment to the Articles of Association of Party C;

(e) together with Party A and/or its Designee and other shareholders of Party C at that time, handle all necessary approval and examination, registration and filing procedures required by the laws of the PRC within thirty (30) business days as of the date of receipt of the Equity Purchase Exercise Notice by Party B or an earlier time agreed upon by the parties; and

(f) execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any Security Interest, of the Object Equities to Party A and/or its Designee, and cause Party A and/or its Designee to be the registered owner of the Object Equities.

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2.3 Exercise steps to purchase assets:

2.3.1 During the Exercise Period, Party A may send an exercise notice (“Assets Purchase Exercise Notice”) to Party C to exercise the Assets Purchase Option under this Agreement, purchase all or part of the Object Assets owned by Party C or transfer all or part of the Object Assets to a Designee, provided that the laws of the PRC permits at that time.

2.3.2 Once Party C receives the Assets Purchase Exercise Notice pursuant to Subsection 2.3.1 above or earlier if requested by Party A, Party C shall immediately:

(a) enter into an Assets Transfer Agreement in the format attached as Annex 2 hereto and any other necessary agreements with Party A and/or its Designee according to the requirements set forth in the Assets Purchase Exercise Notice;

(b) convene a shareholder's meeting to pass the resolution to approve the exercise of the Assets Purchase Option; and

(c) together with all the shareholders of Party C at that time execute all other requisite contracts, agreements or documents, obtain all requisite approvals and consents of the government, conduct all necessary actions to transfer the valid ownership, without any security interest,  of the Object Assets to Party A and/or it Designee, and cause Party A and/or its Designee to be the registered owner of the Object Assets (if necessary).

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2.4 Before Party A obtains the Object Equities or the Object Assets by means of exercising either the Equity Purchase Option or the Assets Purchase Option, Party B and/or Party C shall entrust Party A to manage Party C pursuant to the Management Entrustment Agreement entered into by and between Party A and Party C on the same day as this Agreement.

3. Exercise Conditions

During the Exercise Period, where Party A deems it necessary and the laws of the PRC at that time permits to purchase the equities or assets of Party C, Party A may immediately exercise the Equity Purchase Option or the Assets Purchase Option, and purchase the Object Equities or Object Assets.  Party A shall have the right to choose to exercise either the Equity Purchase Option or the Assets Purchase Option; and the exercise of the Equity Purchase Option will not affect the exercise of the Assets Purchase Option and vice versa.

4. Exercise Price

4.1 Exercise price for Equity Purchase Option (“Exercise Price for Equity Purchase Option”) or Assets Purchase Option (“Exercise Price for Assets Purchase Option”)

Unless an appraisal is required by the laws of China for the consummation of the Equity Purchase Option and/or the Assets Purchase Option when exercised by Party A, the purchase price of the Object Equities and/or Object Assets (the "Purchase Price") shall be an amount equal to the lower of (i) the actual registered capital of Party C corresponding to the Object Equities to be acquired and (ii) an amount equal to the product of (x) RMB 500,000 and (y) a fraction, the numerator of which is the number of Object Equities being purchased upon such exercise from Party B and the denominator of which is the total number of outstanding equity interests of Party C on the date of the Equity Purchase Exercise Notice or Assets Purchase Exercise Notice, as the case may be, provided that in the case of the purchase of a portion of the assets, the numerator shall be the fair market value of the assets acquired and the denominator shall be the net fair market value of all of the Party C’s assets as of the date of the Assets Purchase Exercise Notice.

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If after the delivery of the Assets Purchase Exercise Notice or the Equity Purchase Option Exercise Notice, it is determined that the laws of China do not permit the purchase of the Optioned Equity Interests and/or Assets at the price provided for herein, the Purchase Price shall be the lowest price allowed by law and Party A shall have the right to rescind its Purchase option Notice and continue the management arrangements then in place. 

5. Representations and Warranties

5.1 Each party respectively represents and warranties to the other parties that:

5.1.1 it has the right to execute this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement, and the capability to perform its obligations under this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement;

5.1.2 it has carried out necessary internal derision-making procedures, obtained proper authority, acquired all the necessary consent and approval of any requisite third party and government authority to enter into and perform its obligations under this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement; and

5.1.3 once executed, this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement will constitute the legal, valid, and binding obligation of each party, and each party will be subject to compulsory enforcement on it pursuant to the terms and conditions under this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement.

5.2 Party B hereby represents and warrants to Party A that:

5.2.1  Party B is a shareholder, duly and legally registered, of Party C and has paid the subscribed registered capital in full sum pursuant to the laws of the PRC;

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5.2.2  The Object Equities held by Party B can be freely transferred without anyone's prior consent, and the Object Equities are free of encumbrances of any kind, other than the Security Interest pursuant to the Equity Pledge Agreement.

5.2.3  Party B has complied with all the laws of the PRC and regulations applicable to the purchase of assets and equities in connection with this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement;

5.2.4  No litigation, arbitration or administrative procedure relevant to the Object Equities or Party B is in process or to be settled, and Party B has no knowledge of any pending or threatened claim;

5.2.5  Party B has not sold or agreed to sell the Object Equities to any third party other than Party A or its Designee, and Party B has no future plans to sell or agree to sell the Object Equities to any third party other than Party A or its Designee;

5.2.6  Party B strictly abides by the obligations under the Articles of Association of Party C.  There are no circumstances that may affect the legal status of Party B as the shareholder of Party C, or any circumstance that may prevent Party A from exercising the Equity Purchase Option under this Agreement;

5.2.7  Neither the execution and delivery of this Agreement, the Equity Transfer Agreements or Assets Transfer Agreements, nor the performance of the obligations under this Agreement, any Equity Transfer Agreements or Assets Transfer Agreements will: (i) violate any laws of the PRC;  (ii) conflict with its Articles of Association or other organizational documents; (iii) breach any contracts or documents to which Party B is a party or which bind Party B; (iv) violate any acquired permits, approvals or any valid qualifications; or (v) result in the ceasing or revocation or additional conditions to the acquired permits or approvals;

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5.2.8  Party B, upon the request of Party A, will appoint any person designated by Party A to be the director of Party C; and

5.2.9  Party B shall promptly notify Party A of any pending or threatened litigation, arbitration or administrative procedure related to the assets, business and income of Party C, and tender to Party A the sole control of the defense and settlement of such claim and cooperate with such defense and/or settlement at its own expense.

5.3 Party C hereby represents and warrants to Party A that:

5.3.1  Party C is a company with limited liability, which has been duly incorporated and validly existing pursuant to the laws of the PRC;

5.3.2  Party C has stated to Party A, in the Article 5.1 of Management Entrustment Agreement by on the same day as this Agreement, the legal status of land occupied for production facilities, the legal status of production facilities and the contractual arrangement with the local county government in connection with mining rights surrounding the production facilities.

5.3.3  Party C complies with all PRC laws and regulations applicable to the purchase of assets and equities in connection with this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement;

5.3.4  The shares of Party C are transferable, and Party C has not permitted or caused any Security Interest to be imposed upon the shares of Party C, other than the Security Interest pursuant to the Equity Pledge Agreement;

5.3.5  Party C does not have any unpaid debt, other than (i) debt arising from the ordinary course of business; and (ii) debt disclosed to Party A and obtained written consent by Party A;

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5.3.6  No litigation, arbitration or administrative procedure relevant to Object Equities, the Object Assets or Party C itself is in process or to be settled and Party C has no knowledge of any pending or threatened claim;

5.3.7  Party C has not sold or agreed to sell any of its assets to any third party other than Party A or its Designee, and Party C has no future plans to sell or agree to sell the Object Assets to any third party other than Party A or its Designee;

5.3.8  Neither the execution and delivery of this Agreement, the Equity Transfer Agreements or Assets Transfer Agreements, nor the performance of the obligations under this Agreement, any Equity Transfer Agreements or Assets Transfer Agreements will: (i) violate any laws of the PRC; (ii) conflict with its Articles of Association or other organizational documents; (iii) breach any contracts or documents to which Party C is a party or which bind Party C; (iv) violate any acquired permits, approvals or any valid qualifications; or (v) result in the ceasing or revocation or additional conditions to the acquired permits or approvals;

5.3.9  Party C will agree to look for insurance from an insurance company acceptable to Party A.  The amount and category of insurance shall be the same as those held by the companies which are in the same industry with similar business and own the similar properties and assets as Party C;

5.3.10  Upon the request of Party A, Party C shall provide all related operation and finance materials of Party C to the extent that those materials are available to Party C; and

5.3.11  Party C shall promptly notify Party A of any pending or threatened litigation, arbitration or administrative procedure related to the assets, business and income of Party C, and tender to Party A the sole control of the defense and settlement of such claim and cooperate with such defense and/or settlement at Party C's expense.

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5.4 Before Party A obtains the Object Equities and Object Assets of Party C by means of exercising either the Equity Purchase Option or the Assets Purchase Option, without the prior written consent by Party A, Party B and Party C shall not jointly or separately:

5.4.1 amend, modify or revise the Articles of Association of Party C in any form, or change the structure of the shareholders of Party C;

5.4.2 agree to increase or decrease the registered capital or the number of existing shareholders of Party C;

5.4.3 cause Party C to have transactions, which may materially affect the assets, business, net assets or other legal rights and liabilities of Party C, unless these transactions are related to the ordinary course of business or have been disclosed to and the written consent from Party A has been obtained;

5.4.4 transfer or dispose the Object Equities in any manner or grant any security interest or any other third party right on the Object Equities;

5.4.5 sell, transfer, mortgage or dispose in any other form, any asset, income and any other legal yield and interest of Party C, or approve any encumbrance or imposition of any Security Interest on Party C’s assets;

5.4.6 issue or provide guarantee, loan or credit to any third party or incur any debt, other than (i) the debt arising from ordinary course of business; and (ii) the debt has been disclosed to Party A and the written consent by Party A has been obtained.

5.4.7 terminate or cause Party C to terminate any material agreement (whose definition is at Party A’s discretion at that time) entered into by Party C, or enter into any agreement that would conflict with the existing material agreements of Party C and/or Party B;

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5.4.8 distribute any distributable profit, bonus, dividends or interests of Party C, unless otherwise stipulated by the laws of the PRC; or

5.4.9 approve or adopt any shareholders resolution at a shareholder meeting of Party C which may cause Party C to be merged, acquired or invested, or to merge, acquire or invest in or associate with any entity other than Party A.

6. Transfer of this Agreement

6.1 Without the prior written consent by Party A, Party B and Party C shall not sub-contract, license or transfer its rights and obligations under this Agreement to any third party or its affiliate; and any transfer of this Agreement without prior written consent of Party A shall be invalid.

6.2 Party B and Party C agree and confirm that Party A may transfer its rights and obligations under this Agreement, without the consent of Party B and/or Party C, to any third party, provided that Party A notifies Party B and Party C of such transfer in writing.

7. Confidentiality

7.1 All parties agree that, all materials, documents, communications and other information obtained in the negotiation, execution or performance of this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement, whether commercial, technical or in any other form (“Confidential information"), shall be strictly kept confidential and used only for the performance of the obligations under this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement.  Unless the other parties consent in writing, none of the parties shall release, leak or disclose any Confidential Information to any third party.

7.2 Each party may disclose the Confidential Information in the following circumstances: (1) where the laws, court orders or the competent courts with jurisdiction require, and such disclosure may be conducted only within such requirement; (2) where the competent authority or government department requires; (3) where such Confidential Information has been known to the general public; (4) where such Confidential Information was owned duly and legally by the disclosing party rather obtained from the other party before the disclosing party obtains it; (5) the information is required to be disclosed subject to the applicable laws or the rules or provisions of a stock exchange or securities governing authority; and (6) the information is disclosed by each party to its legal or financial consultant relating the transaction of this Agreement, the Equity Transfer Agreement, and the Assets Transfer Agreement, and this legal or financial consultant shall comply with the confidentiality set forth in this Section 7.

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However, for the circumstances aforesaid, where any party discloses the Confidential Information, it shall inform the other parties of the Confidential Information to be disclosed.

7.3 Nonetheless other provisions of this Section 7, each party shall have the right to disclose the Confidential Information to its lawyer, accountant, other professional consultants, directors or senior officers; such personnel shall undertake in writing to treat such information as Confidential Information by taking the measures similar to those provided in 7.1 of this Section.

7.4 The disclosure of the Confidential Information by staff or employed institution of any party shall be deemed as the disclosure of such Confidential Information by such party, and such party shall bear the liabilities for breaching the agreement.

7.5 This Section 7 shall survive whatever this Agreement is invalid, amended, revoked, terminated or unable to implement by any reason.

8. Liability for breach

8.1 Any parties shall sufficiently perform this Agreement.  Any Party breaching this Agreement shall bear the liability as arising out of and in relation thereto.  If such breach causes damages to any other party, the breaching party shall compensate such party for all such damages.

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8.2 If Party B breaches this Agreement, in addition to the remedies stipulated by the laws of the PRC, Party A may also take the following measures:

8.2.1 require Party B to transfer all or any part of the Object equities immediately at the Exercise Price for Equity Purchase Option to Party A or its Designee, provided that the laws of the PRC permit at that time; and

8.2.2 require Party B to compensate all direct and indirect damages, including but not limited to all the legal fees, travel fees and investigation fees paid for seeking and enforcing such remedies.

8.3 If Party C breaches this Agreement, in addition to the remedies stipulated by the laws of the PRC, Party A may also take the following measures:

8.3.1         require Party C to transfer all or part of the Object Assets immediately at the Exercise Price for Assets Purchase Option to Party A or its Designee, provided that the laws of the PRC permit at that time;

8.3.2         require Party B to exercise the rights as a shareholder of Party C, and cure the breach of Party C; if after ten (10) days after Party A sends a written notice to Party B or Party C, such breach has not been cured, Party A shall have the right to require Party B to transfer all or part of the Object Equities immediately at the Exercise price for Equity Purchase Option to Party A or its Designee provided that the laws of the PRC permit at that time; or

8.3.3         require Party B and Party C to compensate all direct and indirect damages, including but not limited to all the legal fees, travel fees and investigation fees paid for seeking and enforcing such remedies.

9. Governing Law and Dispute Resolution

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9.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of the PRC. Matters not covered by formally published and publicly available laws of the PRC shall be governed by international legal principles and practices.

9.2 All parties agree that any dispute arising from or in relation to this Agreement shall first be settled by the friendly negotiation of both parties.  If the negotiation fails within 45 days, each party shall have the right to file the dispute with China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing for arbitration pursuant to the currently effective arbitration rules of CIETAC at the time of application.  This arbitration shall be final and bind all parties and shall be enforceable in any court of competent jurisdiction.  The arbitration fees shall be born by the losing party.

9.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

10. Effect and Termination

10.1 This Agreement shall come into effect on and after the date that it is signed and/or stamped by all parties.

10.2 In any of the following circumstances, this Agreement shall be terminated:

10.2.1 where, during the Exercise Period, all parties reach an agreement to terminate this Agreement;

10.2.2 where, during the Exercise Period, Party A notifies the other parties thirty (30) days in advance to terminate this Agreement; in such circumstance, Party A shall not assume any liabilities as arising out of and in relation thereto;

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10.2.3 at the expiration of the Exercise Period provided; however, Party A may extend the Exercise Period and this Agreement in its sole discretion; or

10.2.4 upon the unanimous agreement by all parties.

10.3 Section 7 regarding confidentiality and Section 12 regarding indemnification shall survive the termination of this Agreement.

11. Taxes and Fees

All taxes and fees resulting from the execution and performance of this Agreement, the Equity Purchase Agreement and the Assets Purchase Agreement shall be borne by Party 【】.

12. Indemnification

Party B and Party C shall indemnify and hold harmless Party A or its Designee, their affiliates and each of their respective successors and assigns, and their respective officers, directors, employees and agents (collectively, “Indemnified Party”) from and against any liabilities, claims (including claims by third parties), demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description) (collectively, “Damages”) such Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to the willful breach of this Agreement, the Equity Purchase Agreement and the Assets Purchase Agreement by Party B or Party C.

13. General Terms

13.1 Entire Agreement.  This Agreement and the Exhibits and Schedules hereto contain the entire understanding between the parties, no other representations, warranties or covenants having induced any party to execute this Agreement, and supersede all prior or contemporaneous agreements with respect to the subject matter hereof.  All references to schedules and exhibits are to exhibits and schedules attached to and to become a part of this Agreement unless otherwise indicated.

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13.2 Amendment.  Any amendment and/or rescission shall be in writing and signed by the authorized representatives of all parties.  Such revision shall be a valid integral part of this Agreement.

13.3 Headings.  The headings of any Sections or other portion of this Agreement are for convenience only and are not to be considered in construing this Agreement.

13.4 Construction.  References in this Agreement to "Sections," "Schedules" and "Exhibits" shall be to the Sections, Schedules and Exhibits of this Agreement, unless otherwise specifically provided; any use in this Agreement of the singular or plural, or the masculine, feminine or neuter gender, shall be deemed to include the others, unless the context otherwise requires; the words "herein”, "hereof" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; the word "including" when used in this Agreement shall mean “including without limitation”; and except as otherwise specified in this Agreement, all references in this Agreement (a) to any agreement, document, certificate or other written instrument shall be a reference to such agreement, document, certificate or instrument, in each case together with all exhibits, schedules, attachments and appendices thereto, and as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof; and (b) to any law, statute or regulation shall be deemed references to such law, statute or regulation as the same may be supplemented, amended, consolidated, superseded or modified from time to time.

13.5 Severability.  Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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13.6 Waiver.  No failure or delay of either party to enforce any right hereunder shall constitute a waiver of any such right hereunder.  No waiver shall be effective hereunder unless in writing and a waiver shall only be effective for the specific act or circumstance for which it is given and not for any future act or circumstance.

13.7 Succession of this Agreement.  This Agreement shall bind the successors and transferees of all parties.

13.8 Language.  This Agreement is in both Chinese and English and signed by all parties, and the two versions have the same effect.  Should there be any discrepancy between the two language versions, the Chinese version shall prevail.

13.9 Copies of this Agreement.  This Agreement shall be executed in four counterparts; each party holds one and the rest are used for the transaction of related formalities.  Each of the copies shall be deemed as the original one and has the same effect.

[The remainder of this page is intentionally left blank.]

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IN WITNESS HEREOF, all parties have signed this Agreement on the date specified on the first page of this Agreement by their respective authorized representatives.

Party A: Zhangjiakou Tongda Mining Technologies Service Co., Ltd.(seal)

Legal Representative or Authorized Representative (signature):

Party B: Changqing Han (signature):

Party C: Zhuolu Jinxin Mining Co., Ltd.(seal)

Legal Representative or Authorized Representative (signature):

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EX-10.4

Exhibit 10.4

Equity Pledge Agreement

Equity Pledge Agreement

This Equity Pledge Agreement (this “Agreement”) is entered into by and between the following two parties below on May 9, 2011, in Tianjin, the People’s Republic of China (“PRC”):

Party A:  Jiazhen Liu, a citizen of the PRC with Chinese identification No.: 120102196305211080, with the address at No. 609, Unit 1, Building 7, Quxizhongli, Chengyin Road, Hedong District, Tianjin; and

Party B: Zhangjiakou Tongda Mining Technologies Service Co., Ltd., a wholly foreign-owned enterprise which has been duly organized and is validly existing under the laws of the PRC, with its address at Tianyang Residence Community, Qiaodong District, Zhangjiakou City, Hebei Province.

In this Agreement, Party A, Party B shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

Whereas:

1. On the date of execution of this Agreement, Party A is one of the shareholders of Zhuolu Jinxin Mining Co., Ltd. (“Jinxin Company”) and duly holds 47% of the shares of Jinxin Company;

2. Jinxin Company is a corporation incorporated and validly existing in the territory of the PRC pursuant to the law of the PRC with business license registration number: 130731000000165 and its address at at Chunshugou Village, Luanzhuang Town, Zhuolu County, Hebei Province.

3. In order to ensure all the shareholders of Jinxin Company and/or Jinxin Company to perform all obligations under the Management Entrustment Agreement, Power of Attorney and Exclusive Purchase Option Agreement (collectively referred to as “Onshore Agreements”) entered into on the same day as this Agreement, Party A agrees to pledge all the shares held by Party A in Jinxin Company to Party B as the guarantee for the performance of the Onshore Agreements by the related responsible parties pursuant to the terms and conditions of this Agreement, and Party B agrees to accept such pledge provided by Party A.

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NOW, THEREFORE, under the principle of equality and mutual benefit and with the consensus reached through negotiation, both parties have entered into this Agreement and agreed to abide by it pursuant to the applicable laws, regulations and rules of the PRC(“laws of the PRC”).

1. Pledge of Equity

1.1 In order to guarantee Jinxin Company, all the shareholders of Jinxin Company (“Shareholders” )and other related responsible parties to perform all obligations and liabilities under the Onshore Agreements, Party A agrees to pledge the Pledged Equities (as defined in Section 4 herein) under this Agreement to Party B pursuant to the terms and conditions of this Agreement, and Party B agrees to accept the above equity pledge, and have priority right to the proceeds from the conversion, auction, or sale of the Pledged Equities.

1.2 The pledge under this Agreement includes the rights owned by Party B to collect the fees (including legal fees), expenses, interests, losses, liquidated damages and compensations that Jinxin Company and/or the Shareholders shall pay under the Onshore Agreements, and civil liabilities that Jinxin Company and/or the Shareholders shall bear in case the Onshore Agreements wholly or partially become null and void due to any reason.

1.3 Unless consent in writing by Party B, after the execution of this Agreement, the pledge under this Agreement will be terminated only when Jinxin Company and the Shareholders have performed all the obligations and liabilities under the Onshore Agreements and Party B confirms such fulfillment in writing.  If Jinxin Company or the Shareholders have not fully performed all or part of its or their obligations or liabilities under the Onshore Agreements at the expiration of such agreements, Party B will maintain the pledge hereunder up to the date when all such obligations and liabilities are fully performed.

2. Representations and Warranties

2.1 Party A represents and warrants to Party B, on the day of execution of this Agreement:

2.1.1. Party A has the right to execute this Agreement and the capability to perform the same;

2.1.2. Party A has gone through necessary internal decision-making procedures, obtained proper authority, acquire all the necessary consents and approvals of any requisite third party and government authority to enter into and perform this Agreement and this Agreement does not violate the laws of the PRC and contracts binding or affecting it;

2.1.3. upon the execution, this Agreement will constitute the legal, valid, binding obligation of both parties and both parties will be subject to compulsory enforcement pursuant to the terms and conditions of this Agreement;

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2.1.4. Party A is the exclusive and duly owner of the Pledged Equities, has paid up all capitals subscribed, has obtained the capital verification report issued by the duly qualified Certified Public Accounting firm and has the right to set the pledge of the first priority on such Pledged Equities for Party B;

2.1.5. except for the pledge under this Agreement, there is not: (i) any other encumbrance or any security interests for the benefit of any third party on the equity interests pledged by Party A (including but not limited to pledge); (ii) any mortgages or other guarantee rights set for any third party; (iii) any pending or possible civil, administrative or criminal litigation or administrative punishment or arbitration relating to the equity interests hereunder on the date of execution of this Agreement; (iv) any trusts or conditions of limited use; (v) any exemptions from lawsuit, execution, enforcement or other legal proceedings; or (vi) any outstanding taxes, fees or undecided legal procedures related with the equity interests hereunder on the date of execution of this Agreement;

2.1.6. Party A has not effected and will not effect an Event of Default (as defined in Section 8) and has no knowledge of any risk of an Event of Default under this Agreement or any other agreement to which Party A are a party;

2.1.7. Party A has abided by and performed all obligations stipulated by the applicable laws, regulations and rules and all applicable authorizations and permissions; Party A does not have any circumstances that go against any laws, regulations or rules and may have material and adverse effect on the validity, effect, performance and enforceability of this Agreement; and

2.1.8. to the best knowledge of Party A, no court, arbitral tribunal or government authority starts to take any legal proceedings or administrative proceedings against Party A or the Pledged Equities, neither does any courts, arbitral tribunals or government authority start to file any legal proceedings or administrative proceedings against Party A or the Pledged Equities, and Party A has no knowledge of any such risks.

2.2 Party B presents and warranties to Party A on the day of execution of this Agreement:

2.2.1. it has the right, to execute this Agreement and the capability to perform the same;

2.2.2. it has carried out necessary internal decision-making procedures, obtained proper authority, acquire the necessary consents and approvals of any third party and government authority to enter into and perform this Agreement and it does not go against the laws and contracts binding or affecting it; and

2.2.3. upon the execution, this Agreement will constitute the legal, valid, binding obligation of both parties and both parties shall be subject to compulsory enforcement pursuant to the terms and conditions of this Agreement.

3. Guaranteed Liabilities

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The liabilities guaranteed under this Agreement are the obligations and liabilities of Jinxin Company, the Shareholders, and all related responsible parties incurred under the Onshore Agreements (including the extended agreements to these agreements and the revised and supplementary agreements to such agreements), including but not limited to the Entrustment fees, interest, liquidated damages, indemnities, fees for realization of the creditor’s right arising out of and in relation to the Onshore Agreements and payable by the Jinxin Company and/or the Shareholders to Party B, and the damages and other fees that are payable by Jinxin Company and/or the Shareholders to Party B due to the default.

4. Pledged Equities

The Pledged Equities are 47% of the shares of Jinxin Company which Party A duly and legally holds and all rights and proceeds of or in relation to such equities.

5. Pledge Procedures and Transaction

Within thirty (30) days of the execution of this Agreement, Party A shall transact the registration procedures in relation to this pledge of equity at Zhuolu Administration of Industry and Commerce.  If the registration for such pledge of equity fails due to the reason of Zhuolu Administration of Industry and Commerce, Party A shall demand Jinxin Company to write down the matter about such pledge of equity into the stock ledger of Jinxin Company and apply to Zhuolu Administration of Industry and Commerce for the transaction of the registration of the pledge of equity within thirty (30) days as of the day when Zhuolu Administration of Industry and Commerce approves such registration or the information about the approval for such registration is obtained.

6. Party A’s Undertaking

Within the term of this Agreement, Party A undertakes to Party B that:

6.1 without the prior written consent of Party B, Party A shall not impose any other encumbrance (whether prevailing over the pledge under this Agreement or not) or other restrictive conditions on all or part of the Pledged Equities;

6.2 without the prior written consent of Party B, Party A shall not sell, lease, lend, transfer, assign, grant, remortgage, trust, or participate in equity investment by, the Pledged Equities or dispose by any other means all or part of the Pledged Equities;

6.3 Party A shall not use or allow others to use the Pledged Equities for any actions or events against any laws or this Agreement;

6.4 after receiving any notice, order, ruling, verdict or other instruments in relation to the Pledged Equities from the government, judicial authority or arbitral organization, Party A shall immediately notify Party B and within the period provided by the applicable laws take all necessary steps to reduce the risks that such notice, order or other instruments may bring to the Pledged Equities.  Where Party B deems necessary, Party A shall file a lawsuit, arbitration or administrative lawsuit against the above notice, order or other instruments and bear all fees that arising therefrom and in relation thereto;

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6.5 Party A shall immediately notify Party B of any events or any received notices which may affect the equity interest of Party A or any part of its right, and any events or any received notices which may change the covenants and obligations of Party A under this Agreement or which may affect the performance of its obligations under this Agreement, and take actions in accordance with the instructions of Party B;

6.6 Party A agrees that the right of Party B to exercise the pledge pursuant to this Agreement shall not be suspended or hampered by Party A or any successors or transferees of Party A or any other persons;

6.7 Party A warrants to Party B that in order to protect and perfect the security over the obligations of Party A and/or Jinxin Company under the Onshore Agreements, Party A shall make any necessary amendment (if applicable), execute in good faith and cause any third party who has interests in the pledge to execute all the title certificates, contracts, and /or perform and cause any third party who has interests to take action as required by Party B and make access to exercise the rights and authorization vested in Party B under this Agreement, and execute all the documents with respect to the changes of equity interests owned by Party B or another party designated by Party B, and provides Party B with all the necessary documents within the reasonable time; and

6.8 Party A warrants to Party B that Party A will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of Party B.  Party A shall indemnity Party B for all the damages suffered by Party B for the reasons that Party A does not perform or fully perform such guarantees, covenants, agreements, representations and conditions.

7. Exercise of Pledge

7.1 Subject to Clause 8.3, Party B may dispose the Pledged Equities at any time upon or after sending the notice for the exercise of the pledge.

7.2 Party B shall have the priority right to dispose all or part of Pledged Equities under this Agreement (including but not limited to purchase of shares at discounted price by agreement, sell at auction by the laws of the PRC, sell-off Pledged Equities) as per legal procedures and to be paid with the sum gained from the disposal until all guaranteed liabilities of Jinxin Company and the Shareholders under the Onshore Agreements are fulfilled completely.

7.3 Where Party B disposes the Pledged Equities pursuant to this Agreement, Party A shall provide and cause Jinxin Company to provide necessary assistance so that Party B can realize its pledge.

8. Event of Default

8.1 The following events shall be regarded as an Event of Default:

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8.1.1. where Party A and/or Jinxin Company and related responsible parties fail to perform any obligations under the Onshore Agreements in time or fails to discharge any guaranteed liability as scheduled in full sum;

8.1.2. where there are any falsity, fraud, misleading statements or errors relating to any representation and undertaking Party A makes in Section 2herein;

8.1.3. where Party A violates any undertaking in Section 6 of this Agreement;

8.1.4. where Party A violates any other terms and conditions of this Agreement;

8.1.5. where Party A refuses or intentionally delays the registration procedures for the pledge under this Agreement and fails to correct such action within ten (10) days as of the day when Party B requires in writing to do so;

8.1.6. where any loan, guarantee, indemnity, undertaking or other compensation liability of Party A: (i) is required to be repaid or performed in advance due to an event of default; or (ii) is due but unable to be repaid or performed as scheduled, which makes Party B reasonably believe that the ability of Party A to perform its obligations under this Agreement has been materially and adversely affected;

8.1.7. where this Agreement becomes ineffective, revocable, unenforceable or Party A cannot continue performing its obligations under this Agreement in time and fully due to the fault (including omission) of Party A after the issuance of new laws of the PRC;

8.1.8. Party A waive the pledged equity interests or transfers the pledged equity interests without prior written consent from the Party B;

8.1.9. any approval, permits, licenses or authorization from the competent authority of the government needed to perform under this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended;

8.1.10. the property of Party A is adversely changed and causes Party B to deem that the capability of Party A to perform the obligations herein is affected; and

8.1.11. other circumstances in which Party B cannot exercise and dispose the pledge due to the fault (including omission) of Party A.

8.2 If Party A knows or should have known the occurrence of any event stated above in Subsection 8.1 or any matter that may incur the above events, Party A shall immediately notify Party B in writing.

8.3 Unless Party A immediately takes the measures satisfactory to Party B to correct the Event of Default listed in Subsection 8.1 above, Party B may send written notice of exercising the pledge to Party A at any time upon or after the occurrence of Event of Default, demand Party A and/or Jinxin Company to: (i) make full payment of the outstanding fees pursuant to the Onshore Agreement, and (ii) immediate perform their obligations under the Onshore Agreements, and require disposal of the Pledged Equities pursuant to this Agreement.

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8.4 The Event of Default provided in this Section 8 will not affect the exercise of other remedies by the parties pursuant to the laws of the PRC.

9. Liability in the Event of Default

Both parties shall sufficiently perform their obligations under this Agreement.  Either party breaching this Agreement shall bear the liability as arising therefrom and in relation thereto.  If such breach causes damages to the other party, the breaching party shall indemnify the other party for all such damages.

10. Assignment

10.1  Without the prior written consent of Party B, Party A shall not have the right to assign or delegate its rights and obligations under this Agreement.

10.2 This Agreement shall be binding on Party A and its successors and permitted assigns, and shall be valid with respect to Party B and each of its successors and assigns.

10.3 At any time, Party B may assign any and all of its rights and obligations under the Onshore Agreements to its designee(s) (natural or legal persons), in which case the assigns shall have the rights and obligations of Party B under this Agreement, as if it were the original party to this Agreement. When Party B assigns the rights and obligations under the Onshore Agreements, at the request of Party B, Party A shall execute relevant agreements or other documents relating to such assignment.

10.4 In the event of a change in the pledgee due to an assignment, Party A shall, at the request of Party B, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register for change of the pledgee with the competent Administration of Industry and Commerce.

11. Termination

Upon the date that all guaranteed liabilities of Jinxin Company and Party A under the Onshore Agreements are fulfilled completely, this Agreement shall be terminated.  In such case, Party B shall cancel the pledge registration under this Agreement as soon as possible within the reasonable and feasible period.

12. Taxes, Fees and Other Expenses

All taxes, fees and other expenses arising from the execution and performance of this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees shall be borne by Party B.

13. Confidentiality

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13.1 Both parties agree that, all materials, documents, communications and other information obtained in the negotiation, execution or performance of this Agreement, whether commercial, technical or in any other form (“Confidential information"), shall be strictly kept confidential and used only for the performance of the obligations under this Agreement.  Unless the other parties consent in writing, neither of the parties shall release, leak or disclose any Confidential Information to any third party.

13.2 Either party may disclose the Confidential Information in the following circumstances: (i) where the laws, court orders or the competent courts with jurisdiction require, and such disclosure may be conducted only within such requirement; (ii) where the competent authority or government department requires; (iii) where such Confidential Information has been known to the general public; (iv) where such Confidential Information was owned duly and legally by the disclosing party rather obtained from the other party before the disclosing party obtains it; (v) the information is required to be disclosed subject to the applicable laws or the rules or provisions of a stock exchange or securities governing authority; and (vi) the information is disclosed by each party to its legal or financial consultant relating the transaction of this Agreement, and this legal or financial consultant shall comply with the confidentiality set forth in this Section 13.  However, for the circumstances aforesaid, where either party discloses the Confidential Information, it shall inform the other party of the Confidential Information to be disclosed.

13.3 Nonetheless other provisions of this Section 13, either party shall have the right to disclose the Confidential Information to its lawyer, accountant, other professional consultants, directors or senior officers; such personnel shall undertake in writing to treat such information as Confidential Information by taking the measures similar to those provided in 13.1 of this Section.

13.4 The disclosure of the Confidential Information by staff or employed institution of any party shall be deemed as the disclosure of such Confidential Information by such party, and such party shall bear the liabilities for breaching the agreement.

13.5 This Section 13 shall survive whatever this Agreement is invalid, amended, revoked, terminated or unable to implement by any reason.

14. Governing Law and Dispute Resolution

14.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of the PRC.  Matters not covered by formally published and publicly available laws of the PRC shall be governed by international legal principles and practices.

14.2 Both parties agree that any dispute arising from or in relation to this Agreement shall first be settled by the friendly negotiation of both parties.  If the negotiation fails within 45 days, either party shall have the right to file the dispute with China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing for arbitration pursuant to the currently effective arbitration rules of CIETAC at the time of application.  This arbitration shall be final and bind both parties and shall be enforceable in any court of competent jurisdiction.  The arbitration fees shall be born by the losing party.

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14.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

15. Effect, Change and Recession of this Agreement

15.1 This Agreement shall come into effect on and after the date that it is signed and/or stamped by both parties.

15.2 After this Agreement comes into effect, except otherwise provided by this Agreement, neither party shall amend or terminate this Agreement in advance.  If it is necessary to amend or terminate this Agreement, both parties shall negotiate to reach a written agreement.  Before such written agreement is reached, this Agreement shall remain in effect.

16. Physical Possession Of Documents

16.1 Party A shall deliver the physical possession of the certificates of registration (original) of the pledge to Party B, provide the proper record relating to the registration of such pledge to Party B, and transact various approval and examination, registration and filling procedures required by the laws of the PRC within thirty (30) business days as of the date of execution of this Agreement or an earlier time agreed upon by the parties.

16.2 If the subjects of the pledge change and such changes need to be registered or filed, Party A shall register or file or cause Jinxin Company to register or file such changes within five (5) business days as of the day of change, and shall deliver relevant registration of change or filling documents to Party B.

16.3 During the term of the equity pledge, Party A shall instruct Jinxin Company not to distribute any dividends, or adopt any profits distribution plans; if Party A shall be entitled to collect any interests other than distribution plans of dividends and profits, Party A shall instruct Jinxin Company to transform such interests into cash and pay such interests into the bank account designated by Party B in accordance with Party B’s requirements, and Party A shall not use any money deposited into the bank account without the prior written consent of Party B.

16.4 During the term of equity pledge, if Party A subscribes new capital contribution or accepts an equity transfer (“Newly-added Equities”), the Newly-added Equities shall be automatically become Pledged Equities under this Agreement, and Party A shall accomplish all the procedures with respect to the pledge of the Newly-added Equities within ten (10) business days after acquiring the Newly-added Equities.  If Party A fails to accomplish the relevant procedures as specified in this Section 16, Party B shall have the right to exercise the pledge right under this Agreement.

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17. General Terms

17.1 Entire Agreement.  This Agreement and the Exhibits and Schedules hereto contain the entire understanding between the parties, no other representations, warranties or covenants having induced any party to execute this Agreement, and supersede all prior or contemporaneous agreements with respect to the subject matter hereof.  All references to schedules and exhibits are to exhibits and schedules attached to and to become a part of this Agreement unless otherwise indicated.

17.2 Amendment.  Any amendment and/or rescission shall be in writing and signed by the authorized representatives of both parties.  Such revision shall be a valid integral part of this Agreement.

17.3 Headings.  The headings of any Sections or other portion of this Agreement are for convenience only and are not to be considered in construing this Agreement.

17.4 Construction.  References in this Agreement to "Sections," "Schedules" and "Exhibits" shall be to the Sections, Schedules and Exhibits of this Agreement, unless otherwise specifically provided; any use in this Agreement of the singular or plural, or the masculine, feminine or neuter gender, shall be deemed to include the others, unless the context otherwise requires; the words "herein”, "hereof" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; the word "including" when used in this Agreement shall mean “including without limitation”; and except as otherwise specified in this Agreement, all references in this Agreement (i) to any agreement, document, certificate or other written instrument shall be a reference to such agreement, document, certificate or instrument, in each case together with all exhibits, schedules, attachments and appendices thereto, and as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof; and (ii) to any law, statute or regulation shall be deemed references to such law, statute or regulation as the same may be supplemented, amended, consolidated, superseded or modified from time to time.

17.5 Severability.  Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

17.6 Waiver.  No failure or delay of either party to enforce any right hereunder shall constitute a waiver of any such right hereunder.  No waiver shall be effective hereunder unless in writing and a waiver shall only be effective for the specific act or circumstance for which it is given and not for any future act or circumstance.

17.7 Language.  This Agreement is in both Chinese and English and signed by both parties, and the two versions have the same effect.  Should there be any discrepancy between the two language versions, the Chinese version shall prevail.

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17.8 Copies of this Agreement.  This Agreement shall be executed in four counterparts; each party holds one and the rest are used for the transaction of related formalities.  Each of the copies shall be deemed as the original one and has the same effect.

[The remainder of this page is intentionally left blank.]

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In witness hereof, both parties have signed this Agreement on the date specified on the first page of this Agreement by their respective authorized representatives.

Party A: Jiazhen Liu (signature):

Party B: Zhangjiakou Tongda Mining Technologies Service Co., Ltd. (seal)

Legal Representative or Authorized Representative (signature):

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EX-10.5

Exhibit 10.5

Land Lease Agreement

(English Translation)

Party A: Zhuolu Jinxin Mining Co.,Ltd.

Party B: The People’s Government of Luanzhuang Township, Zhuolu County

In consideration of the premises and mutual terms, covenants and conditions hereinafter set forth, and for other good and valuable consideration, the parties hereto agree as follows:

1. The purpose of this Land Lease Agreement permits Party A use of the land owned by Party B in total of 237 Mu (15.8 hectares).

2.  During the lease period, Party A has rights to manage and operate the land.

3.  The total compensation of the lease is RMB 4,970,411.75.

4. The total land lease fee shall be made in two installments.

5. Party B permits Party A to conduct construction on the leased land upon execution of this Land Lease Agreement.

6. The lease period is 20 years and Party A shall have the priority to re-lease the land upon the expiration of the current lease period.

7. Party A shall have the property rights of all the workshops, office buildings, electricity facilities and production facilities that built by Party A on the leased land, and Party A is eligible to transfer the property rights. Party B shall have the property rights of infrastructures such as concrete road that built by Party A on the leased land.

8. Upon the execution of this Land Lease Agreement, Party A shall make the first installment to Party B. Upon receiving the first installment from Party A and by January 20, 2007, Party B shall clear and get the lease land ready for Party A. If Party A cannot use the land due to any reason that caused by Party B within a certain period of time that agreed by both parties, Party B shall pay Party A the penalty at a rate of 2% of total lease price per day.

The above terms has been reviewed and in mutual agreement between both parties. The local People’s Court shall be forum to adjudicate any disputes arising under this agreement.

Party A: /s/____________________________

Zhuolu Jinxin Mining Co., Ltd.

Date: 12/27/2006

Party B: /s/____________________________

The People’s Government of Luanzhuang Township, Zhuolu County

Date: 12/27/2006

EX-10.6

Exhibit 10.6

Long Term Strategic Agreement

(English Translation)

Party A: Zhuolu Jinxin Mining Co., Ltd.

Party B: Handan Steel Group – Beijing Office

In consideration of the premises and mutual terms, covenants and conditions hereinafter set forth regarding the supply and demand of iron ore concentrates, and for other good and valuable consideration, the parties hereto agree as follows:

1. Party A agrees to sell all of iron ore concentrates that produced by Party A to Party B, no matter the variation of the market.

2. Party B agrees to purchase all of iron ore concentrates that produced by Party A for Handan Steel Group, no matter of the variation of the market.

3. Party A shall maintain the quality of the iron ore concentrates: Acid iron ore concentrates Tfe>=65%, S<=0.5%, SiO2<=6.5%, TiO2<=1.9%, Degree of finess-200>=70%, Water content<=9%; Alkaline iron ore concentrates: Tfe>=64%, S<=0.3%, SiO2<=4%, MgO>=2.5%, Water content<=9%, R>=0.8%.

4. Price. The selling price of iron ore concentrates shall base on listing price of Handan Steel Group and remains certain profit for Party A after deduction of transportation cost and wear and tear. It shall be adjusted frequently to reflect the fluctuation of the listing price of Handan Steel Group.

5. Party B shall bear the transportation responsibility.

6. Product Quality Acceptance. The production quality approval shall base on both Party A and Party B’s inspection reports. If both inspection reports are different, both parties shall solve the issues by negotiation.

7. Payment. Party B shall make payments to Party A when Party B picks up the products.

8. The validity of this Agreement is ten years.

9. There are two copies of this Agreement, held by both parties.

10. All other miscellaneous shall be solved by the negotiation between both parties.

Party A: Zhuolu Jinxin Mining Co., Ltd.                         Party B: Handan Steel Group – Beijing Office

Date: 01/16/2009                                                            Date: 01/16/2009

/s/_________________                                                     /s/______________________

EX-10.7

Executive Management Employment Agreement

(English Translation)

Party A: Zhuolu Jinxin Mining Co., Ltd. (the “Company”)

Party B: Changkui Zhu

In consideration of the premises and mutual terms, covenants and conditions hereinafter set forth, and for other good and valuable consideration, the parties hereto agree as follows:

1. Party A hires Party B as Chief Executive Officer of Zhuolu Jinxin Mining Co.,Ltd., and the employment shall be for a period of four years commencing January 1, 2010 and terminating December 31, 2013.

2. Party A agrees to pay Party B base salary of RMB 3,500 per month, which shall include all the taxes and fees according to government regulations.  In addition, Party B shall be eligible to receive bonus on the Company’s projects that Party B manages, and the amount of the bonus shall be decided independently by other agreements signed by Party A and Party B.

3. During the employment period, Party B shall not be employed by any other party, entity or individual, especially the competitors of Party A, otherwise, Party B shall bear responsibilities set by “Anti-Unfair Competition Law of People’s Republic of China”.

4. Without the consent of the Board of the Company, Party B shall not implement any policy or action to the Company if the said policy or action will have material impact on the Company’s operation.  The Board of Directors shall give Party B a reply within three days upon receiving Party B’s suggestions and advices, and Party B shall follow the instructions and decisions that made by the Board.

5. Payment: Party A will pay to Party B RMB3,500 per month, and such amount to be paid on the 10th day of each following month (“Payment Date”). If the Payment Date falls on weekend or federal holiday, the payment shall be made on the last business day before the weekend or federal holiday.  If Party A decides to dismiss Party B, Party A shall clear all the salary that Party A owes to Party B and grant Party B a package of three months’ salary in one time.

6. All other miscellaneous shall be solved by the negotiation between both parties and any further agreements. There are two copies of the Agreement and it becomes effective once both parties sign or seal on it.

Party A: Zhuolu Jinxin Mining Co., Ltd.                         Party B: Changkui Zhu

Date: 12/10/2009                                                             Date: 12/10/2009

/s/_________________                                                     /s/______________________

EX-10.8

Executive Management Employment Agreement

(English Translation)

Party A: Zhuolu Jinxin Mining Co., Ltd. (the “Company”)

Party B: Zhengting Deng

In consideration of the premises and mutual terms, covenants and conditions hereinafter set forth, and for other good and valuable consideration, the parties hereto agree as follows:

1. Party A hires Party B as Chief Financial Officer of Zhuolu Jinxin Mining Co.,Ltd., and the employment shall be for a period of three years commencing January 1, 2010 and terminating December 31, 2012.

2. Party A agrees to pay Party B base salary of RMB 1,800 per month, which shall include all the taxes and fees according to government regulations.  In addition, Party B shall be eligible to receive bonus on the Company’s projects that Party B manages, and the amount of the bonus shall be decided independently by other agreements signed by Party A and Party B.

3. During the employment period, Party B shall not be employed by any other party, entity or individual, especially the competitors of Party A, otherwise, Party B shall bear responsibilities set by “Anti-Unfair Competition Law of People’s Republic of China”.

4. Without the consent of the Board of the Company, Party B shall not implement any policy or action to the Company if the said policy or action will have material impact on the Company’s operation.  The Board of Directors shall give Party B a reply within three days upon receiving Party B’s suggestions and advices, and Party B shall follow the instructions and decisions that made by the Board.

5. Payment: Party A will pay to Party B RMB1,800 per month, and such amount to be paid on the 10th day of each following month (“Payment Date”). If the Payment Date falls on weekend or federal holiday, the payment shall be made on the last business day before the weekend or federal holiday.  If Party A decides to dismiss Party B, Party A shall clear all the salary that Party A owes to Party B and grant Party B a package of three months’ salary in one time.

6. All other miscellaneous shall be solved by the negotiation between both parties and any further agreements. There are two copies of the Agreement and it becomes effective once both parties sign or seal on it.

Party A: Zhuolu Jinxin Mining Co., Ltd.                         Party B: Zhengting Deng

Date: 12/10/2009                                                             Date: 12/10/2009

/s/_________________                                                     /s/______________________

EX-22.1

Exhibit 22.1

Subsidiaries

Name	Jurisdiction of Incorporation or Organization	Ownership	Direct or Indirect
China Real Fortune Mining Limited	British Virgin Islands	100%	Direct
Real Fortune Holdings Limited	Hong Kong	100%	Indirect
Zhangjiakou Tongda Mining	PRC	100%	Indirect
Technologies Service Co., Ltd.