8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NO.: 0-50441

Date of Report: November 12, 2008

MAUI GENERAL STORE, INC. (Exact Name of Registrant as Specified in its Charter)
New York	84-1275578
(State of Incorporation)	(I.R.S. Employer Identification No.)

21 West 39th Street, Suite 2A New York, NY 10018

(Address of Principal Executive Offices)

212-391-2752

(Registrant’s Telephone Number)

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:

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

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

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

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

Item 1.01

Entry into a Material Definitive Agreement

Item 2.01

Completion of Acquisition or Disposition of Assets

Item 3.02

Unregistered Sale of Equity Securities

Item 5.02

Election of Directors

Item 5.06

Change in Shell Company Status

On November 12, 2008 Maui General Store, Inc. (“Maui General Store”) acquired the outstanding capital stock of RDX Holdings Limited, a corporation organized under the laws of the British Virgin Islands (“RDX Holdings”).  RDX Holdings is engaged in the business of managing the assets and operations of Heilongjiang Hairong Science and Technology Development Co Ltd., a joint stock company organized under the laws of The People’s Republic of China (“Hairong”).  Hairong is engaged in several businesses, all in The People’s Republic of China, including network and software design, financial information delivery, management consulting, and the production and presentation of cultural events.  The Chief Executive Officer of RDX Holdings is Fu Qiang, who is also the Chief Executive Officer of Maui General Store.

The acquisition was effected by a share exchange between Fu Qiang and Su Jianping, the shareholders of RDX Holdings, and Maui General Store (the “Share Exchange”).  In exchange for the capital stock of RDX Holdings, Maui General Store issued to the Messrs. Fu and Su 360,000,000 shares of its common stock, representing 72% of the outstanding shares of Maui General Store.  

At the same time, the Board of Directors of Maui General Store was expanded to three persons.  Fu Zhiguo and Zong Guoqing were elected to serve as members of the Board.

Principal Shareholders

Upon completion of the Share Exchange, there were 500,000,000 shares of Maui General Store common stock issued and outstanding.  The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of the date of completion of the Share Exchange by the following:

·

each shareholder who beneficially owns more than 5% of our common stock (on a fully-diluted basis);

·

Fu Qiang, our Chief Executive Officer

·

each of the members of the Board of Directors; and

·

all of our officers and directors as a group.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percentage of Class
Fu Qiang	227,500,000	45.5%
Fu Zhiguo	0	--
Zong Guoqing	0	--

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All officers and directors as a group (3 persons)	450,000,000	90.0%
Su Jianping	222,500,000	44.5%

________________________________

(1)

Except as otherwise noted, all shares are owned of record and beneficially.

MANAGEMENT

Upon completion of the Share Exchange, the following individuals were the officers and directors of Maui General Store.

Name	Age	Positions with the Company
Fu Qiang	32	Chief Executive Officer, Chief Financial Officer, Director
Zong Guoqing	32	Director
Fu Zhiguo	58	Director

Information regarding the new officers and directors follows:

Fu Qiang.  Mr. Fu has been employed since 2003 as the President of Hairong.  Previously Fu Qiang was employed as Vice General Manager by Heilongjiang Guangsha Group, a construction company, where he was responsible for business development and new construction management.  In 1998 Fu Qiang earned a Bachelor’s Degree in Business Administration from Beijing Union University.  In 1996 he earned a Bachelor’s Degree in Law from Heilongjiang Political Management and Law College.  Fu Qiang is the son of Fu Zhiguo, who is also a member of the Board of Directors.

Zong Guoqing.    Mr. Zong joined Hairong this year as General Manager.  In 2006 and 2007 Mr. Zong was employed as Manager of the Marketing Department of Sweden SINO, an international transportation logistics company.  From 2003 to 2006 Mr. Zong was employed as Manager of the International Department of Harbin Sihai CNC Group, which manufactured CNC systems for the production of H-steel.  Previously Mr. Zong had been employed as Assistant Manager of Canada Sefon Investment Co., Ltd., an investment consultant, and as the Supervisor of Development of Harbin Landscaping & Development Co., which provided landscaping design and equipment for the construction industry in China.  In 2002 Mr. Zong was awarded a B.A. in computer science by QGI Institute of Information Technology in Vancouver, British Columbia.  He has also received a diploma in computer information from the Southern Alberta Tec hnology Institute.

Fu Zhiguo.  Mr. Fu has served as a director of Hairong since it was founded in 2003.  Since 2002 Mr. Fu has been employed as Chairman and Chief Executive Officer of Advanced Battery Technologies, Inc. and its predecessors (NASDAQ CM:  ABAT), which manufactures and markets rechargeable polymer lithium ion batteries.  In 1993 Mr. Fu founded Heilongjiang Guangsha Group, and he served as its Chairman until 2000.  During that period Heilongjiang Guangsha Group had over 3,000 employees and was engaged in several hundred construction projects.  Heilongjiang Guangsha Group was

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sold in 2000, at which time it had annual revenue in excess of $25 million.  Previously Mr. Fu had twenty years’ experience in construction management.  In 1988 Mr. Fu was awarded a Master’s Degree in business administration by the University of Harbin Engineering Institute.

INFORMATION REGARDING THE ACQUIRED COMPANIES

RDX Holdings Limited

RDX Holdings was organized under the laws of the British Virgin Islands State in May 2006.  Until June 2008 it conducted no business activity.  On June 27, 2008, RDX Holdings entered into five agreements with Hairong and with the equity owners in Hairong.  Collectively, the agreements provide RDX exclusive control over the business of Hairong, the right to all revenues obtained by Hairong, and responsibility for all of the expenses incurred by Hairong.  The relationship is one that is generally identified as “entrusted management.”

The Entrusted Management Agreements

On June 27, 2008 RDX Holdings, Hairong and the registered equity holders in Hairong signed five agreement (the “Entrusted Management Agreements”), the purpose of which is to transfer to RDX Holdings full responsibility for the management of Hairong, as well as all of the financial benefits and liabilities that arise from the business of Hairong.  Each of the agreements has a term of ten years.  A summary of the five agreements follows:

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Consulting Services Agreement.  In this agreement RDX Holdings undertakes to provide Hairong advice and assistance with respect to all aspects of its business.  In exchange for the services, Hairong will pay RDX Holdings, on a quarterly basis, a fee equal to its revenue.  Payment shall be effected by causing all revenue realized by Hairong to be paid into the bank account of RDX Holdings.  The Agreement contains covenants regarding the operations of Hairong that are designed to assure that Hairong undertakes no significant business activity without the consent of RDX Holdings.   

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Operating Agreement.  In this agreement RDX Holdings agrees to guarantee all of the obligations, financial and otherwise, undertaken by Hairong.  At the same time, Hairong pledges all of its assets to RDX Holdings as a counter-guarantee.  To preserve the value of the counter-guarantee, Hairong agrees not to effect any transaction that would affect its assets without the approval of RDX Holdings.  The shareholders of Hairong agree in this Agreement that RDX Holdings will be entitled to name all of the officers and directors of Hairong.  

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Equity Pledge Agreement.  In this agreement, the shareholders of Hairong have pledged their equity interests in Hairong as security for the obligations of Hairong under the Consulting Services Agreement.  During the term of the pledge (which extends for two years past the term of the Consulting Services Agreement), the shareholders are barred from transferring any interest in the equity in Hairong.  

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Option Agreement.  In this agreement the shareholders of Hairong grant to RDX Holdings an option to purchase their equity interests in Hairong, if permitted by the laws of the People’s Republic of China.  The purchase price will equal the registered capital of Hairong – i.e. 32,270,283 RMB (approximately $4,731,713).

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§

Proxy Agreement.  In this agreement the shareholders of Hairong have given to RDX Holdings a proxy to vote their shares at any meeting of the shareholders of Hairong.

Heilongjiang Hairong Science and Technology Development Co., Ltd.

Heilongjiang Hairong Science and Technology Development Co., Ltd. (“Hairong”) was organized in 1999 under the name “Harbin Sunraising Science & Technology Enterprise Co., Ltd.”  It adopted its current name in 2008, to reflect the expansion of its business focus.

From 1999 until 2006 Hairong was engaged exclusively in the business of developing and installing business networks and related software.  During 2007 and 2008, however, Hairong expanded its business, so that it now offers services in three distinct market segments:

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Business Networks and Software.  Our team of 31 engineers and technicians offer business enterprises advanced network integration solutions.

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Financial Information Delivery.  With our Trans World Financial Website as the foundation, we offer investors and issuers a wide variety of financial data and information useful to individuals concerned with the international capital markets.  Our Fortune Global subsidiary takes the process one step further by offering issuers seeking access to international markets a complete package of the necessary professional and consulting services.  

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Cultural Productions.  Commencing with this year’s Global Tour of Ice Sculpture, which is schedule to visit 10 cities worldwide, we intend to mine the rich cultural heritage of China to produce and distribute a wide variety of cultural entertainments.

The unifying principle among our disparate businesses is our management style.  We gather personnel with high levels of training and intelligence, and challenge them with complex problems, be it the integration of a multi-site business, the real-time delivery of data from around the world, or the on-time delivery of a cultural production.  Fundamentally, in each case, the challenge is to find the efficient solution that resolves the inefficiencies of a multi-component situation.  Our skill at finding those solutions will determine the success of our business.

Business Networks and Software.  

For its first seven years, Hairong was an IT company exclusively.  During that period we developed a reputation in the Chinese business community for our ability to provide efficient solutions to complex integration problems.  

With a current roster of 31 engineer and technicians, our IT department continues to offer top quality network integration solutions.  Among the projects on which our staff is currently engaged are:

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Petrol China Daquing Branch Company.  We recently completed performance of a 4.5 million RMB (approximately $660,000) contract with this company to develop and install networking equipment, including a PDS (Premises Distribution System).  Petrol Daquing Branch Company advanced 30% of the contract price, which covered our direct materials and labor costs.  We invoiced the remainder of the contract price within the past few weeks, upon completion of the installation.

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Qiqihar Jail and Harbin Prison.  We have been engaged by each of these institutions to construct and install network equipment, and to provide the necessary wiring systems.  Similar to the Petrol China Daquing Branch Company contract, the institutions advanced to us (or to our supplier) sums sufficient to pay for the necessary materials and labor.  

For the past year we have been constructing a new software research and development center, which we expect to open in July 2009.  As of June 30, 2008 our total investment in the center was approximately $1.4 million.  The development of this center evidences our commitment to the IT business.  At the same time, we recognize that the competition in the IT industry in China has become intense.  The result is that our profit margins on IT contracts have been diminished.  The future growth of our company demanded that we expand our business to include more profitable enterprises.  For that reason, we added the financial sector and the cultural sector to our business plan.

Financial Information and Management Services

Since 2006 we have offered the Trans World Finance Website (TWFW) to investors and issuers who need in-depth, real-time information about international capital markets.  The principal target market for the TWFW site are Chinese businesses seeking overseas listings for their securities and Chinese investors seeking information about such companies.  Subscribers who visit the site, which is presented in both Chinese and English, will find:

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Market Quotations.  We stream quotations and data from the primary securities markets around the world.  But we also provide easy access to information about Chinese enterprises whose securities are listed abroad, include analysis of market trends.

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Red Chip Information.  We provide up-to-date business and management information about Chinese enterprises that are listed abroad.  

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Membership Column.  Our market professionals provide analysis of overseas market trends and advice for both investors and issuers.

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Global Financial Information.  We offer global macroeconomic data, timely reports on worldwide financial events, and expert analysis.

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Shareholder School.  Neophytes to the international stock markets are provided simple, but in-depth introductions to international investment.

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China Today.  Our journalists comment on the development of China and the changing nature of life in China, with an eye towards trends of interest to the investment community.

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Fortune Forum.  A platform for investors to exchange ideas and experiences regarding the investment world.

Access to the TWFW site is offered on a subscription basis, which frees us from dependence on the fickle market for online advertising and also enables us to utilize the advertising space on the site to promote our management services.  Investors who opt for a VIP membership are provided specialized investment advice by our market professionals.  

Our plan for the coming year is to joint venture with a Chinese Web developer to enable 3G mobile devices to access our TWFW site.  When that platform is achieved, we will focus on

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integrating SMS applications with our core applications, with the goal of becoming a leader in China’s 3G Web market.

The TWFW site faces competition from three primary sources:  Shanxi Bositon, Finance World, and Sina Finance.  Each of these provides stock prices and summary information regarding Chinese enterprises that list abroad.  We believe, however, that the in-depth information and analysis that we provide gives us a competitive advantage.

Our TWFW site commands attention from a commercially attractive segment of the Chinese population:  entrepreneurs seeking access to international capital markets.  To leverage that attention, in October 2007 we purchased a 70% interest in Fortune Global Investment Advisory Co., Ltd.  The mission of Fortune Global is to provide management advisory services to Chinese enterprises seeking access to international stock markets.  Among the services offered by Fortune Global are:

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Overseas Listing Guidance.  Our staff of financial and securities experts will advise an enterprise regarding the options available for overseas listing, the benefits and dangers of specific listing sites, and the optimal methods for achieving listing.  We can also introduce the enterprise to the professionals – accountants, lawyers, sponsors, etc. – necessary for a successful listing process.  Among our staff are professionals experienced in the intricacies of the listing process on most of the major markets, including NYSE, AMEX, NASDAQ, OTCBB and Pink Sheets in the U.S., LSE, AIM and PLUS in Britain, KRX in Korea, the SGX and SESDAQ in Singapore, the SEHK and GEM in Hong Kong, and the TSX and TSX-V in Canada.  

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Administrative and Advisory Services.  Most enterprises in China require some manner of restructuring in order to ready them for an international listing.  Our staff will assist in corporate restructuring or reorganization, if that is required.  We also have the skill set needed to help the enterprise develop a professional marketing plan, a program for brand promotion, or a new human resources strategy.

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Venture Finance.  Members of our staff have spent their working careers developing access to venture investors.  When a client company has reached the doorway to an overseas listing, we can introduce the client to the international capital markets to satisfy its financial requirements.

Our primary method of marketing our services is through the Trans World Finance Website.  Whereas our competitors in the management consulting community must rely, primarily, on word-of-mouth to reach their target clients, our clients are drawn to us by the benefits of the TWFW site, where we can readily display our service offerings.

Cultural Production

In April 2008 we initiated our efforts in the business of producing and distributing cultural events.  The mission of our Cultural Development Department is to mine the rich cultural heritage of The People’s Republic of China to produce marketable cultural events or adjuncts to the promotional programs of our business clients.  The breadth of our plans include:

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Major Exhibitions.  By applying the management skills that we developed as network designers to the logistical problems of major cultural exhibitions, we intend to provide a more efficient path to an audience for those enterprises.  Our current Ice Sculpture Global

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Tour is exemplary of the kind of logistically complex and culturally rich projects that we intend to undertake.

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Film Production.    Our location in Harbin, the capital of Heilongjiang, gives us access to a well-developed film and teleplay industry.  The availability of these extensive resources will enable us to undertake film production projects for national distribution.  Our first production, on which we have already undertaken marketing and editing, is a production for television distribution titled “The Intangible Cultural Heritage of China.”  We expect the show to go into distribution in the second half of 2009.

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Large Commercial Performance.  By combining the efforts of our management consultants with those of our cultural production staff, we offer businesses a dramatic means of attracting attention.  Using our roster of actors and production professionals, we allow our clients to cap their promotion campaign with a public performance, be it a strictly cultural performance with business sponsorship or, at the other end of the spectrum, a celebration of the client’s business.   

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Advertising Design.  The same team of experienced designers that we deploy to structure our cultural performances are available for our business clientele.  We offer promotional teleplay, 30D animation, multimedia productions – whatever is needed to bring the client’s brand to the public’s attention.

The first major undertaking by our Cultural Development Department will be in New York in October.  Drawing on the ancient tradition in Heilongjiang Province of elaborate ice sculpture, we have organized the Great Wall Ice Tour.  This monumental construction of snow and ice is designed as an introduction to the art of ice sculpture, as well as to the culture of northeastern China.  Like a giant ice castle, the sculpture boasts a variety of entertainment options to attract a wide audience.  There is the detailed carving itself, which shows the variety of local design.  But in addition, there is an ice sliding board, ice labyrinth, and ice skating park to entertain the young.  And there is an ice bar, to refresh the adults.   To complete the visit, and ice cafeteria offers a full menu of frozen delights, from ice porridge to frozen persimmons.  

The Ice Tour was first exhibited as an adjunct to the Beijing Olympics.  Our staff is currently organizing the itinerary for the Great Wall Ice Tour, which is expected to include visits to New York City, Seoul, Kuala Lampur, Singapore, Milan, London, Melbourne, Cairo, Greece and Paris.  

Intellectual Property  

Over the years, our investment in technology has enabled us to offer our networking clients state-of-the-art network and software design.  Our research and development expenses totaled 48,324 RMB ($7,075) in fiscal year 2006, 78,788 RMB ($11,536) in fiscal year 2007, and 106,622 RMB ($15,611) in the year ended June 30, 2008.  To protect our investment, we have registered several of our software designs with the National Copyright Administration and/or the Harbin High Tech Enterprise Management Committee.  We have also registered a number of our network designs with the State Intellectual Property Office of the People’s Republic of China.     

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Employees

We currently have 67 employees.  They are associated with our several departments as shown below.  Since all of our departments other than Network and Software Design are in their infancy, we expect all of our departments to grow in the coming year.  The chart below, therefore, also shows the number of employees that we expect the department to employ by the Summer of 2009.

Current

Summer

 Staff

   2009

Administration and Marketing

11

      11

Network and Software Design

31

      31

Trans World Finance

12

      22

Fortune Global

  8

      17

Cultural Development

  3

      20

Property

Our executive offices are located at #69 Ganshui Road, Xiangfang District, City of Harbin, P.R. China.  Our production facilities are located in the Economic and Tech Development Zone in the City of Shuangcheng.  We have a transferable land use right with respect to 30,908 square meters of industrial property in that Zone.  The land use right terminates on December 19, 2043.

Management’s Discussion and Analysis

The accounting effect of the Entrusted Management Agreements is to cause the balance sheets and financial results of Hairong to be consolidated with those of RDX Holdings, with respect to which Hairong is now a variable interest entity.  Since the Entrusted Management Agreements were executed on June 27, 2008, the financial statements of RDX Holdings included in this report reflect the consolidation of the balance sheets of Hairong with those of RDX Holdings as of that date, and the consolidation of results of operations and cash flows for the period from June 27, 2008 through June 30, 2008.

As a wholly-owned subsidiary of Maui General Store, the consolidated financial statements of RDX Holdings will be further consolidated with the financial statements of Maui General Store in future filings.  For that reason, the financial statements of Hairong have been filed with this Report, and the discussion below concerns the financial condition and results of operations of Hairong.

Results of Operations

Year Ended June 30, 2008 Compared to Year  Ended June 30, 2007.

Hairong’s revenue during the year ended June 30, 2008 totalled $4,497,335, an increase of 97% from revenue of $2,283,962 in the year ended June 30, 2007.  The primary reason for the increase was the expansion of operations of Hairong.  Whereas most of the revenue in fiscal

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2007 arose from our systems and software business, the systems and software business represented only 59% of our revenue in fiscal 2008, being supplemented by revenue from our investor Website,  Trans World Finance, from our Website design business, and, after October 1, 2007, from our management consulting subsidiary, Fortune Global Investment Advisory Co., Ltd.   

The transformation of our revenue components that commenced in fiscal 2008 will be fully realized in the coming year, due to the rapid growth of the TWFW site and the initiation of our cultural development activities.  Our expectation for the fiscal year that will end on June 30, 2009 is that the components of revenue and earnings will be arrayed thus:

Revenue (%)

Earnings (%)    

Cultural Development

40

48

Trans World Finance

30

29

Fortune Global

15

15

Network and Software Design

15

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The relative disparity between the revenue participation expected from network and software design and the contribution to net income expected from that division is a function of the reduced margins that we have begun to realize from our information technology activities.  Chinese educational institutions have produced a plethora of graduates with training in network and software design.  The result is intense competition, which leads to reduced margins.  Our plan, therefore, is to continue to seek opportunities for profitable engagement in this area, while looking towards our newer businesses for growth.  

Our expansion into new business areas resulted in a tripling of our operating expenses, which rose from $321,267 (14% of revenue) in the year ended June 20, 2007 to $1,064,779 (24% of revenue) in the year ended June 30, 2008.  The increased in expenses and in the ratio of expenses to revenue both reflect the expenses that attend entry into new business ventures.  As we expand in these new areas, we expect our operating expenses to increase as well.  However, the ratio of operating expenses to revenue should decrease as our new operations experience the efficiencies of size.

All of our operations during fiscal 2007 and fiscal 2008 took place in The People’s Republic of China, and all of our business transactions occurred in Chinese Renminbi.  As a result, our business was unaffected by fluctuations in international currency rates.  During the current year, however, we plan to initiate our Great Wall Ice Tour, and bring it to several countries.  In that situation, our revenue will be achieved in the currency of the host country, although our expenses will be primarily incurred in Renminbi.  As a result, fluctuations in currency rates may affect our financial results.  In particular, if current global economic conditions result in a strengthening of the value of Chinese currency, the result could be a reduction in the potential profitability of our Ice Tour.

Our revenue less expenses during fiscal 2008 yielded a net income before taxes of $1,768,392, compared to net pre-tax income of $567,806 in fiscal 2007.  For 2008 and subsequent years, however, the Government of China reduced the corporate tax rate from 33% to 25%.  As a result, we realized an effective tax rate of 25.8% in fiscal 2008 rather than the 31.2%

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effective tax rate we realized in fiscal 2007.  This improvement resulted in net income (before reduction for minority interest) of $1,310,752.

The operations of our subsidiary, Fortune Global Investment Advisory Co., Ltd., produced net income of $213,250 during the year ended June 30, 2008.  However, because we own only 70% of Fortune Global Investment Advisory Co., Ltd., we reduced the income by a “minority interest” of $63,975 on our Statement of Operations.  In the future, as Fortune Global Investment Advisory Co., Ltd. records profits or losses, the profits or losses will likewise be reduced by the “minority interest.”  After that deduction, our net income for the year ended June 30, 2008 was $1,246,777, compared to net income of $390,095 in the year ended June 30, 2007.  

  Our business operates in Chinese Renminbi, but we report our results in our SEC filings in U.S. Dollars.  The conversion of our accounts from RMB to Dollars results in translation adjustments, which are reported as a middle step between net income and comprehensive income.  The net income is added to the retained earnings on our balance sheet; while the translation adjustment is added to a line item on our balance sheet labeled “accumulated other comprehensive income,” since it is more reflective of changes in the relative values of U.S. and Chinese currencies than of the success of our business.  During the year ended June 30, 2008 the unrealized gain on foreign currency translations added $1,018,189 to our accumulated other comprehensive income.

Liquidity and Capital Resources

To date, the operations of Hairong have been funded by capital contributions of its management and employees.  Approximately 54% of the capital contribution has been made by members of management and their business associates.  The remaining 46% was contributed by the employees, acting through a trustee.  The Company expects that in the future it will issue equity to the employees to compensate them for their financial contributions to the growth of Hairong, and to incentivize them for future loyalty to Hairong.

This program of internal financing has left us with a balance sheet that, at June 30, 2008, included no debt, either short-term or long-term.  It also left us with working capital of $5,587,974 at June 30, 2008, including $4,740,675 in cash.  Since our cash resources at the end of the 2008 fiscal year exceeded our revenue for the year, we expect to be able to finance near-term operations without additional capital investment.  

We expect to fund a number of capital improvements during the coming year, including:

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A significant upgrade to our Website’s infrastructure, in order to facilitate a rapid expansion of the user base;

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Completion of the Software Research & Development Center; and

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Purchase of new equipment for the networking systems business.

At present, we anticipate that we will be finance these projects from our capital resources.  However, if we are able to obtain financing on favourable terms, we may use external financing for one or more of the projects.  Currently we have fixed assets with a book value of $4,078,157 on which there is no lien.  This provides us the ability to obtain secured debt financing, if we decided to preserve our working capital.

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Our operations during the 2008 fiscal year yielded $2,030,233 in cash, and in 2007 yielded $1,014,901 in cash.  In both years, cash from operations substantially exceeded net income, due primarily to (a) our sizeable depreciation expense and (b) our ability to delay tax collections.  Based on this experience, we anticipate that our capital resources will be adequate to fund our operations for the foreseeable future.    

Off-Balance Sheet Arrangements

Neither RDX Holdings nor Hairong has any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on their financial condition or results of operations.

Risk Factors That May Affect Future Results

You should carefully consider the risks described below before buying our common stock.  If any of the risks described below actually occurs, that event could cause the trading price of our common stock to decline, and you could lose all or part of your investment.  

 We have recently undertaken a number of new business ventures, and cannot fully anticipate the problems they may encounter.

Within the past twelve months, Hairong’s business has expanded from its base in network engineering and software design to include management consulting, Website design, and cultural project management.  Each of these new ventures carries with it the risks of the untested.  Until we have more extensive experience in each of these areas, the problems that may arise and frustrate our business plan are not readily apparent.  If these unforeseen problems become significant, the results could have a serious negative impact on our profitability.

We expect to issue a substantial portion of Maui General Store’s equity to our employees.

The growth of Hairong was funded by our management, but also by our employees, who contributed approximately 46% of the capital used to develop Hairong to its current condition.  The terms of that contribution have never been made concrete; but there is an expectation that shares in the U.S. public company that now has beneficial ownership of Hairong will be issued to our employees in compensation.  That issuance, when it occurs, will dilute the interest of our existing shareholders in Maui General Store.

We rely on contractual arrangements with Hairong for our China operations, which may not be as effective in providing control over Hairong as direct ownership.

          Because PRC regulations restrict our ability to provide Internet content and certain other services in China through a directly-owned subsidiary, our business is defined by a contractual relationship with Hairong, and entity in which Maui General Store has no equity ownership interest.  We will rely on contractual arrangements to control and operate this business. These contractual arrangements may not be as effective in providing control over Hairong as direct ownership. For example, if Hairong failed to perform under its agreements with us, we would have to rely on legal remedies under Chinese law, which we cannot be sure would be available.

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In addition, we cannot be certain that the individual equity owners of Hairong would always act in the best interests of Maui General Store.

Our business and growth will suffer if we are unable to hire and retain key personnel that are in high demand.

Our future success depends on our ability to attract and retain highly skilled engineers,  technical, marketing and customer service personnel, especially qualified personnel for our operations in China. Qualified individuals are in high demand in China, and there are insufficient experienced personnel to fill the demand.  Therefore we may not be able to successfully attract or retain the personnel we need to succeed.

We may be subject to penalty if the content posted on our investor Website violates relevant laws.

The advertising laws and regulations promulgated by the Government of China require advertisers, advertising operators and advertising distributors, including online advertising publishers such as us, to insure that the content of the advertisements they prepare or distribute are fair and accurate and are in full compliance with applicable law. Violation of these laws or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the PRC government may revoke a violator’s license for advertising business operations.

Under the PRC advertising laws and regulations, we are obligated to monitor the advertising content posted on our website. In addition, where a special government review is required for specific categories of advertisements before posting, we are obligated to confirm that such review has been performed and approval has been obtained. Our reputation could be hurt and our results of operations could be adversely affected if advertisements shown on our websites are provided to us by our advertising clients in violation of relevant PRC advertising laws and regulations, or if the supporting documentation and government approvals provided to us by our advertising clients in connection with such advertising content are not complete.

We have limited business insurance coverage.

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources.

Our bank deposits are not insured.

There is no insurance program in the PRC that protects bank deposits, in the way that bank deposits in the U.S. are given limited protection by the FDIC.  If the bank in which we maintain our cash assets were to fail, it is likely that we would lose most or all of our deposits.

12

We may have difficulty establishing adequate management and financial controls in China.

The People’s Republic of China has only recently begun to adopt the management and financial reporting concepts and practices with which investors in the United States are familiar.  We may have difficulty in hiring and retaining employees in China who have the experience necessary to implement the kind of management and financial controls that are expected of a United States public company.  If we cannot establish such controls, we may experience difficulty in collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. standards.

We are also subject to the rules and regulations of the United States, including the SEC.  We expect to incur significant costs associated with our public company reporting requirements, costs associated with applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. If we cannot assess our internal control over financial reporting as effective, or our independent registered public accountants are unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.

Our operations are subject to PRC laws and regulations that are sometimes vague and uncertain. Any changes in such PRC laws and regulations, or the interpretations thereof, may have a material and adverse effect on our business.

Our principal operating subsidiary, Hairong is required to comply with PRC laws and regulations. Unlike the common law system prevalent in the United States, decided legal cases have little value as precedent in China. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including but not limited to the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. The Chinese government has been developing a comprehensive system of commercial laws. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses. If the relevant authorities find us in violation of PRC laws or regulations, they would have broad discretion in dealing with such a violation.

Capital outflow policies in China may hamper our ability to pay dividends to shareholders in the United States.

The People’s Republic of China has adopted currency and capital transfer regulations. These regulations require that we comply with complex regulations for the movement of capital. Although Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB into foreign currency for current account items, conversion of RMB into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange. We may be unable to obtain all of the required conversion approvals for our operations, and Chinese regulatory authorities may impose greater

13

restrictions on the convertibility of the RMB in the future. Because most of our future revenues will be in RMB, any inability to obtain the requisite approvals or any future restrictions on currency exchanges will limit our ability to fund our business activities outside China or to pay dividends to our shareholders.   

Our business development would be hindered if we lost the services of our Chairman.

Fu Qiang is the Chief Executive Officer of Maui General Store and of its operating subsidiary, Hairong.  Mr. Fu is responsible for strategizing not only our business plan but also the means of financing it.  If Mr. Fu were to leave Hairong or become unable to fulfill his responsibilities, our business would be imperiled.  At the very least, there would be a delay in the development of Hairong until a suitable replacement for Mr. Fu could be retained.

Maui General Store is not likely to hold annual shareholder meetings in the next few years.

Management does not expect to hold annual meetings of shareholders in the next few years, due to the expense involved.  The current members of the Board of Directors were appointed to that position by the previous directors.  If other directors are added to the Board in the future, it is likely that the current directors will appoint them.  As a result, the shareholders of Maui General Store will have no effective means of exercising control over the operations of the Company.

Executive Compensation

Information regarding the compensation paid to the executive officers of Maui General Store during the past three fiscal years is set forth in Item 10  “Executive Compensation” in Maui General Store’s Annual Report on Form 10-KSB for the year ended December 31, 2007, which was filed with the Securities and Exchange Commission on March 27, 2008.  None of the individuals who served as officers or directors of Maui General Store during the past three fiscal years remains an officer or director of Maui General Store.  

The table below sets forth the compensation (including salary, bonuses and other compensation) paid by Hairong to Fu Qiang for his services to Hairong during the years ending June 30, 2008, 2007 and 2006.  Zong Guoqing became employed by Hairong in 2008.  No payments were made by Hairong to Fu Zhiguo, the third director.  All payments were made in Renminbi, and are calculated in this table at the Renminbi – Dollar exchange rate as of November 12, 2008.  There was no officer of Hairong whose salary and bonus for services rendered during the year ended June 30, 2008 exceeded $100,000.

Name	Year	Salary	Other
Fu Qiang	2007	$14,692	(1)
	2006	$13,929	(1)
	2005	$10,557	(1)

______________________________

(1)

Hairong has permitted Fu Qiang to use for personal business an automobile purchased by Hairong for $168,621.

14

Employment Agreements

Each of the officers of Maui General Store serves on an at-will basis

Director Compensation

The Board of Directors of Maui General Store has not adopted any policy regarding compensation of members of the Board of Directors.

Related Party Transactions

On October 1, 2007 Fu Qiang, the Chairman of Hairong, contributed to Hairong 70% of the ownership interest in Fortune Global Investment Advisory Co., Ltd.  Mr. Fu made the contribution without payment by Hairong.

Other than the aforesaid relationship, none of the officers or directors of Maui General Store has engaged in any transaction with Maui General Store, RDX Holdings or Hairong during the past two fiscal years or the current fiscal year that had a transaction value in excess of $60,000.

Director Independence

None of the member of our Board of Directors are independent, as “independent” is defined in the rules of the NASDAQ Stock Market.

Description of Securities

Maui General Store, Inc. is authorized to issue 500,000,000 shares of Common Stock, $.001 par value per share, of which 500,000,000 shares are outstanding.  

Holders of the Common Stock are entitled to one vote for each share in the election of directors and in all other matters to be voted on by the stockholders.  There is no cumulative voting in the election of directors.  Holders of Common Stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors with respect to the Common Stock out of funds legally available therefor and, in the event of liquidation, dissolution or winding up of the Company, to share rateably in all assets remaining after payment of liabilities.  The holders of Common Stock have no pre-emptive or conversion rights and are not subject to further calls or assessments.  There are no redemption or sinking fund provisions applicable to the Common Stock.  

Recent Sales of Unregistered Securities

Neither Maui General Store nor RDX Limited has made a sale of unregistered securities within the past three years, except that RDX Limited issued founders shares to Fu Qiang and Su Jianping.

15

Market Price and Dividends on Maui General Store Common Equity and Other Shareholder Matters

Information regarding the market price of Maui General Store common equity, payment of dividends, and other shareholder matters is set forth in Item 5 “Market for Common Equity and Related Stockholder Matters” in Maui General Store’s Annual Report on Form 10-KSB for the year ended December 31, 2007, which was filed with the Securities and Exchange Commission on March 27, 2008.  

Legal Proceedings

Neither Maui General Store nor RDX Holdings nor Hairong is party to any material legal proceedings.

Changes in and Disagreements with Accountants

Not applicable.

Indemnification of Directors and Officers

      Section 722 of the Business Corporation Law of the State of New York authorizes a corporation to provide indemnification to a director or officer of the corporation, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if such party acted in good faith and for a purpose he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, and except that with respect to any action which results in a judgment against the person and in favor of the corporation the corporation may not indemnify unless a court determines that the person is fairly and reasonably entitled to the indemnification.

Our Bylaws provide that Maui General Store shall indemnify its directors and officers against all costs and expenses actually and necessarily incurred by one of them in connection with the defense of any action, suit or proceeding in which he or she becomes involved by reasons of having been an officer or director, unless he or she is finally adjudged in the action to be liable for negligence or misconduct in the performance of duty.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers, employees or agents of Maui General Store pursuant to the foregoing provisions, or otherwise, Maui General Store has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than payment by Maui General Store of expenses incurred or paid by a director, officer, employee or agent of Maui General Store in the successful defence of any  proceeding) is asserted by such director, officer, employee or agent, Maui General Store will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether su ch indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

16

Item 9.01

Financial Statements and Exhibits

Financial Statements

Page

Audited financial statements of RDX Holdings Limited for the period

from inception (February 19, 2008) to June 30, 2008

F-1

Audited financial statements of Heilongjiang Hairong Science and

Technology Development Co., Ltd. (f/k/a Harbin Sunraising Science

& Technology Enterprise Co., Ltd.) for the years ended June 30, 2008

and 2007

F-20

Exhibits

10-a     Share Exchange Agreement dated August 13, 2008 among Maui General Store, Inc. Fu Qiang and Su Jianping.

10-b

Consulting Services Agreement dated June 27, 2008 between RDX Holdings Limited and Heilongjiang Hairong Science and Technology Development Co., Ltd.

10-c     Operating Agreement dated June 27, 2008 among RDX Holdings Limited, Heilongjiang Hairong Science and Technology Development Co., Ltd., and the shareholders of Heilongjiang Hairong Science and Technology Development Co., Ltd.

10-d

Equity Pledge Agreement dated June 27, 2008 between RDX Holdings Limited and the shareholders of Heilongjiang Hairong Science and Technology Development Co., Ltd.

10-e

Option Agreement dated June 27, 2008 among RDX Holdings Limited, Heilongjiang Hairong Science and Technology Development Co., Ltd., and the shareholders of Heilongjiang Hairong Science and Technology Development Co., Ltd.

10-f

Proxy Agreement dated June 27, 2008 among RDX Holdings Limited, Heilongjiang Hairong Science and Technology Development Co., Ltd., and the shareholders of Heilongjiang Hairong Science and Technology Development Co., Ltd.

SIGNATURES

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

November 12, 2008

MAUI GENERAL STORE, INC.

By: /s/ Fu Qiang

      Fu Qiang, Chief Executive Officer

17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

RDX Holdings Limited

British Virgin Islands

We have audited the accompanying balance sheet of RDX Holdings Limited as of June 30, 2008 and the related statements of operations from inception February 19, 2008 to June 30, 2008, changes in stockholders’ equity, and cash flows for the year then ended.  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 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those auditing 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 its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estima tes made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 RDX Holdings Limited as of June 30, 2008 and the results of its operations, changes in stockholders’ equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ P.C.LIU, CPA, P.C.

P.C.LIU, CPA, P.C.

Flushing, NY

November 1, 2008

F-1

RDX HOLDINGS LIMITED
BALANCE SHEET
	June 30, 2008
ASSETS
Current Assets:
Cash and Cash Equivalents	$            4,740,676
Accounts Receivable - net	815,933
Employee Advances	236,950
Advanced to Suppliers	680,522
Inventory	77,028
Prepaid Expenses	16,881
Total Current Assets	6,567,990
Property, Plant & Equipment, net	3,662,019
Land Use Right, net of accumulated amortization	416,138
Total Assets	$          10,646,147
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$                 88,280
Advance from Customers	27,606
Payroll  Payable	9,254
Tax Payable	485,493
Accrued Expenses and Other Payable	369,382
Total Current Liabilities	980,015
Long-Term Liabilities:
Long Term Loan	-
Total Long-Term Liabilities	-
Total Liabilities	980,015
Stockholders' Equity:
Common Stock, $0.0001 par value; 45,270,283 shares
authorized, 45,270,283 issued and outstanding	4,527
Paid in Capital	5,639,629
Accumulated Other Comprehensive Income	1,593,175
Retained Earnings	2,256,250
Reserved Fund	108,576
Minority Interest	63,975
Total Stockholders' Equity	9,666,132
Total Liabilities and Stockholders' Equity	$          10,646,147

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

F-2

RDX HOLDINGS LIMITED
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008
Revenues :
Installed Security Systems	-
Sell Software	59,666
Consultation	-
Membership fee	-
Total Revenue	59,666
Cost of Goods Sold	-
Gross Profit	59,666
Operating Expenses:
Sales Expenses	20,974
General and Administrative Expenses	4,959
Total Operating Expenses	25,932
Income from Operations
before Other Income and (Expense)	33,733
Other Income and (Expense):
Interest Income	(1)
Other Expense	-
Total Other Income and (Expense)	(1)
Income Before Provision for Income Taxes	33,733
Provision For Income Taxes	8,433
Income After Provision for Income Taxes	25,299
Minority Interest	(4,123)
Net Income	29,423
Basic and Diluted Income per Common Share	0
Weighted Average Number of Common Shares	45,270,283

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

F-3

RDX HOLDINGS LIMITED
STATEMENT OF CHANGED IN STOCKHOLDERS' EQUITY
				Accumulated
	Common Stock		Additional	Other			Compre-		Total
	Par Value $.0001		Paid in	Comprehensive	Retained	Reserve	hensive	Minority	Stockholders'
	Shares	Amount	Capital	Income	Earnings	Fund	Income	Interest	Equity
Balance- June 27, 2008			$                     1						$                      1
HR Inc-June 27, 2008	4,527,283	4,527	5,639,628	1,665,969	2,226,827	108,576		68,098	9,713,625
During last 3 days				(36,901)	29,423			(4,123)
Balance - June 30, 2008	4,527,283	4,527	5,639,629	1,593,175	2,256,250	108,576		63,975	9,666,132

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

F-4

RDX HOLDINGS LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008
Cash Flows from Operating Activities:
Net Income	$                 29,423
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization Expense	19,145
Loss from Disposal of Fixed Assets	-
(Increase) or Decrease in Current Assets:
Accounts Receivable	3,998
Inventories	10,997
Prepaid Expenses	1,719
Advanced to Suppliers	(50)
Employee Advanced	(5,621)
Increase or (Decrease) in Current Liabilities:
Accounts Payable	7
Unearned Revenue	2
Taxes Payable	12,011
Payroll  Payable	1
Accrued Expenses and Other Payables	5,630
Net Cash Provided by Operating Activities	77,262
Cash Flows from Investing Activities:
Purchases of Property, Plant and Equipment	-
Additions to Construction in Progress	-
Net Cash Used in Investing Activities	-
Cash Flows from Financing Activities:
Proceeds Note Payable - Related Party	-
Net Cash Used in Financing Activities	-
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(76,917)
Increase in Cash and Cash Equivalents	345
Cash and Cash Equivalents - Beginning Balance	4,740,331
Cash and Cash Equivalents - Ending Balance	$            4,740,676
Supplemental Disclosures of Cash Flow Information:
Cash Paid During The Years for:
Interest Paid	$                          -
Income Taxes Paid	$                          -

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

F-5

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

1.

ORGANIZATION

RDX Holdings Limited (the “Company”) was organized in the British Virgin Islands on February 19, 2008.  Until June 27, 2008 it carried on no business operations.

On June 27, 2008 the Company entered into five written agreement (the “Entrusted Management Agreements”) with Heilongjiang Hairong Science & Technology Development Co., Ltd. (“Hairong”) and with the equity holders in Hairong.  The Entrusted Management Agreements transfer to the Company full responsibility for the management of Hairong, as well as all of the financial benefits and liabilities that arise from the business of Hairong.  Each of the agreements has a term of ten years.  The Entrusted Management Agreements are:

§

Consulting Services Agreement.  In this agreement the Company undertakes to provide Hairong advice and assistance with respect to all aspects of its business.  In exchange for the services, Hairong will pay the Company a fee equal to its revenue.  

§

Operating Agreement.  In this agreement the Company agrees to guarantee all of the obligations, financial and otherwise, undertaken by Hairong.  At the same time, Hairong pledges all of its assets to the Company as a counter-guarantee.  

§

Equity Pledge Agreement.  In this agreement, the shareholders of Hairong have pledged their equity interests in Hairong as security for the obligations of Hairong under the Consulting Services Agreement.  

§

Option Agreement.  In this agreement the shareholders of Hairong grant to the Company an option to purchase their equity interests in Hairong, if permitted by the laws of the People’s Republic of China.  The purchase price will equal the registered capital of Hairong – i.e. 32,270,283 RMB (approximately $4,731,713).

§

Proxy Agreement.  In this agreement the shareholders of Hairong have given to the Company a proxy to vote their shares at any meeting of the shareholders of Hairong.

Hairong

Harbin Sunraising Science & Technology Enterprise Co., Ltd. was incorporated in The People’s Republic of China (the “PRC” or “China”) on November 26, 1999. On April 15, 2008, the Company changed its name to Heilongjiang Hairong Science & Technology Development Co., Ltd. (“Hairong”).

Hairong is primarily engaged in the design and implementation of information technology networks and in software development. Hairong also hosts a financial information website to provide stock analysis and information to residents of China who own the stock of the U.S. publicly traded companies. Hairong also established a cultural development department during 2008. Its business includes the organization of large cultural exhibits, film and teleplay production, large commercial performance, and advertising planning. Hairong’s operations are primarily in the PRC, with its headquarters in the City of Harbin, Heilongjiang Province.

F-6

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

On October 1, 2007, Hairong acquired from the Company’s principal shareholder, Hairong’s President Fu Qiang, a 70% ownership interest in Fortune Global Investment Advisory Co., Ltd (the “FGIA”), a consulting firm located in Beijing.  FGIA is mainly engaged in providing management systems consulting services. The assets and liabilities of FGIA have been recorded in the Consolidated Financial Statements of the Company at their “historical cost basis,” since principal control before and after the acquisition rests with the same majority shareholders in both FGIA and Hairong.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The Company has adopted FASB Interpretation No. 46R “Consolidation of Variable Interest Entities” (“FIN46R”), and Interpretation of Accounting Research Bulletin No. 51.  FIN 46R requires a variable interest entity (“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.  By reason of the Entrusted Management Agreements among the Company, Hairong, and the shareholders of Hairong, the Company bears the entire risk of loss for Hairong and is entitled to receive all of the net income of Hairong.  Accordingly, the Company has determined that, as of June 27, 2008, the dates of the Entrusted Management Agreements, Hairong became a VIE with respect to the Company.  Therefore the consolidated financial statements of the Company include the accounts of the Company, Hairong and its 70% owned subsidiary, FGIA.  All significant inter-company accounts and transactions have been eliminated in consolidation.  

Use of estimates

In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and 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 and the valuation of inventories.  Actual results could differ from those estimates.

Cash and cash equivalents

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

F-7

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents and accounts and other receivables. As of June 30, 2008, substantially all of the Company’s cash and cash equivalents were held by major banks located in the PRC which the Company’s management believes are of high credit quality. With respect to accounts receivable, the Company extends credit based on an evaluation of the customer’s financial condition and customer payment practices to minimize collection risk on account receivable.

Accounts Receivables

Accounts receivables are recognized and carried at the original invoice amount less any allowance for uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable.

Inventories

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

Advances to suppliers

The Company makes advances to certain vendors for inventory purchases, construction projects and R&D expenses. The advances to suppliers were $680,522 as of June 30, 2008.

Construction in progress

Construction in progress represents direct costs of construction or acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until it is completed and ready for intended use.

F-8

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation.  Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

Buildings and improvements

40 years

Machinery, equipment and automobiles

5-10 years

Intangible Assets

Intangible assets consist of land use right and web development costs.

Land use right

According to the law of China, the government owns all the land in China. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Land use rights are being amortized using the straight-line method over the lease term of 50 years.

Web Development Costs

Costs incurred to develop software for internal use are required to be capitalized and amortized over the estimated useful life of the software in accordance with Statement of Position (SOP) 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Costs related to design or maintenance of internal-use software are expensed as incurred. Prior to June 30, 2008, the capitalization costs were approximately $101,866. The Company is amortizing the capitalized web development costs, over an estimated useful life of 10 years.

Impairment of Long-Lived Assets and Recoverability of Intangibles

The Company periodically evaluates the recoverability of the carrying value of its long-lived assets and identifiable intangibles whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company considers historical performance and anticipated future results in its evaluation of potential impairment. Accordingly, when indicators of impairment are present, the Company would evaluate the carrying amount of these assets in relation to the operating performance of the business and estimated future undiscounted cash flows associated with the asset. No such impairment losses have been recognized to date.

F-9

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

The Company applies the provisions of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition in Financial Statements,” which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. SAB No. 104 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue when (i) persuasive evidence of an exchange arrangement exists, (ii) delivery of the product has occurred, (iii) the sales price charged is fixed or determinable, and (iv) collectibility is reasonably assured.

Net sales include product sales, gross outbound shipping charges and related handling fees. The Company executes sales agreements with certain of its customers for which it provides design and implementation of information technology networks. The products are shipped directly from the Company’s vendors to end customers. The Company records revenue and related costs at the gross amounts charged to the customer and paid to the vendor based on an evaluation of the criteria outlined in EITF No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent. The Company’s evaluation as to recording sales gross versus net is performed based on a number of factors, including the fact that the Company is the primary obligor in such transactions and has latitude in establishing prices and selecting suppliers. The Company takes title to the products sold upon shipment, bears credit risk and bears inventory risk for returned products that are not successfully returned to third-party suppliers. The Company has discretion in vendor selection, latitude in establishing the price charged, credit risk, and the risk of returns. The amount charged to the customer is included in the merchandise price charged to the customer, and the amount paid by the Company to the third party is included in cost of goods sold.

Subscription revenues are recognized, as earned, upon completion of the subscription period.

Advertising revenues are recognized after the services have been provided.

Value Added Tax

Sales revenue represents the invoiced value of goods, net of a Value-Added Tax (“VAT ”). All of the Company’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product. The Company recorded VAT Payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.

F-10

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income taxes

The Company accounts for income tax under the provisions of SFAS No.109 "Accounting for Income Taxes," which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been 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, whenever necessary, against net deferred tax assets when it is more likely than not that some portion or the entire deferred tax asset will not be realized. There are no deferred tax amounts at June 30, 2008.

Fair value of financial instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, advances to suppliers, other receivables, accounts payable, accrued expenses, taxes payable, notes payable and other loans payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.  

Foreign currency translation

The Company’s functional currency is the Renminbi (“RMB”). Foreign currency transactions are translated at the applicable rates of exchange in effect at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. Revenues and expenses are translated at the average exchange rates in effect 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 translations are included in Accumulated Other Comprehensive Income.

Earnings (Loss) per share

Basic earnings (loss) per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no common stock equivalents available in the computation of earnings (loss) per share at June 30, 2008.

F-11

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reserve Fund

Before June 20, 2006, Hairong was required to transfer 15% of its profit after taxation, as determined in accordance with Chinese accounting standards and regulations, to the surplus reserve fund. Subject to certain restrictions set out in the Chinese Companies Law, the surplus reserve fund may be distributed to stockholders in the form of share bonus issues and/or cash dividends. After June 30, 2006, such reserve is no longer mandatory under the Chinese Law. Thus, Hairong ceased to transfer any additional profits to the reserve fund. On June 30, 2008, the balance in the Reserve Fund was $108,576.

New accounting pronouncements

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The current GAAP hierarchy, as set forth in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles, has been criticized because (1) it is directed to the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial Accounting Concepts. The FASB believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. Accordingly, the FASB concluded that the GAAP hierarchy should reside in the accounting literature established by the FASB and is issuing this Statement to achieve that result. This Statem ent is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.  

F-12

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New accounting pronouncements (continued)

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.” Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, Accounting for

Derivative Instruments and Hedging Activities, do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and

cash flows. SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of FASB 161 is not expected to have a material impact on the Company’s financial position.

In December 2007, the Financial Accounting Standards Board (“FASB”) simultaneously issued SFAS No. 141R, “Business Combinations (2007 Amendment),” and SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51.”  Both standards update United States guidance on accounting for “noncontrolling interests,” sometimes referred to as minority interests, which interests represent a portion of a subsidiary not attributable, directly or indirectly, to a parent. FASB and the International Accounting Standards Board (“IASB”) have been working together to promote international convergence of accounting standards. Prior to promulgation of these new standards there were specific areas in accounting for business acquisitions in which conversion was not achieved. The objective of both standards is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in “business combinations” and consolidated financial statements by establishing accounting and reporting standards. In business combinations it is accomplished by establishing principles and requirements concerning how an “acquirer” recognizes and measures identifiable assets acquired, liabilities assumed, and noncontrolling interest in the acquiree, as well as goodwill acquired in the combination or gain from a bargain purchase; and determines information to be disclosed to enable users to evaluate the nature and effects of business combinations. In consolidated financial statements the standards require: identification of ownership interests held in subsidiaries by parties other than the parent be clearly identified, labelled and presented in consolidated financial position within equity (rather than “mezzanine” between liabilities and equity) separately from amounts attributed to the parent, with net income attributable to the pa rent and to the minority interest clearly identified and presented on the face of consolidated statements of income. The standards also provide guidance in situations where the parent’s ownership interest in a subsidiary changes while the parent retains its controlling financial interest. The standard also provides guidance on recording a gain or loss based on fair value in situations involving deconsolidation of a subsidiary. Entities must provide sufficient disclosures that distinguish between interests of the parent and that of the noncontrolling interest.

F-13

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New accounting pronouncements (continued)

Both standards are effective for fiscal years and interims beginning on or after December 15, 2008 (that is January 1, 2009) for entities with calendar years. Earlier adoption is prohibited. The standards shall be applied prospectively as of the beginning of the fiscal year in which initially applied, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company does not anticipate that the adoption of SFAS No. 141R and No. 160 will have an impact on the Company's overall results of operations or financial position, unless the Company makes a business acquisition in which there is a noncontrolling interest.

3.  ACCOUNT RECEIVABLES

	June 30, 2008
Trade Receivables	$  819,991
Less: Provision for Doubtful Debts	(4,057)
Total Accounts Receivable-net	$  815,993

4.   INVENTORIES

	June 30, 2008
Raw Materials	$      35,598
Work in progress	41,430
Total	$      77,028

No allowance for inventories was made for the period ended June 30, 2008.

5.   PROPERTY, PLANT AND EQUIPMENT, NET

	June 30, 2008
Machinery & Equipment	$     831,180
Office Furniture & Equipment	121,495
Automobile	260,720
Buildings and Improvement	2,022,438
Subtotal	3,235,833
Less: Accumulated Depreciation	(1,028,044)
Construction in progress	1,454,231
Total property, plant & equipment, net	$  3,662,019

F-14

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

5.   PROPERTY, PLANT AND EQUIPMENT, NET (continued)

Depreciation expenses for the period from June 27, 2008 to June 30, 2008 was $14,063.

6. INTANGIBLE ASSETS

 Land use right and web costs

Net land use right as at June 30, 2008 was as follow:

	June 30, 2008
Cost of land use right	$   608,551
Less: Accumulated amortization	(275,603)
Land use right, net	$  332,948

Net web costs as of June 30, 2008 was as follow:

	June 30, 2008
Website construction costs	$  101,866
Less: Accumulated amortization	( 18,676)
Website construction costs, net	$   83,190

Total intangible assets, net $  416,138  

Amortization expenses for period from June 27, 2008 to June 30, 2008 was $5,082.

7.  ADVANCES FROM CUSTOMERS

Advances from customers are non-interest bearing and unsecured. As of June 30, 2008, the amount was $ 27,606.

8.  TAX PAYABLE

Tax payable consists of current year accrued income taxes, sales taxes and city taxes. As of June 30, 2008, the amount was $485,493.

F-15

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

9.  ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables are amount owed by the Company for reimbursement to employees, miscellaneous expenses and educational flood fee and miscellaneous taxes imposed by PRC local government.

10.  INCOME TAXES

In accordance with the relevant tax laws and regulations of PRC, the Company is generally subject to an income tax at effective rate of 33% (30% state income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriated tax adjustments. In 2008 Chinese government reduced the tax rate from 33% to 25%. Hairong and FGIA will pay tax at the new tax rate of 25% in the year of 2008 and there after.

PRC only:	June 30, 2008
Current	$  457,640
Deferred	-
Total	$  457,640

11. CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

Business environment in China

The Company's operations are carried out in the PRC. Revenue for the period ended June 30, 2008 was earned solely from customers located 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, and by the general state of the PRC's economy.

The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the 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 future profitability of the Company is dependent upon the Company's abilities to secure service contracts and maintain its operating expenses at a competitive level.

F-16

RDX HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM INCEPTION (FEB. 19, 2008) TO JUNE 30, 2008

Major customers

For the year ended June 30, 2008, three of Hairong’s customers accounted for approximately 15%, 13% and 12% of Hairong’s revenues, respectively. The revenue generated from these 3 customers was for security system installation projects.

F-17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Heilongjiang Hairong Science and Technology Development Co., Ltd. and Subsidiary

We have audited the accompanying consolidated balance sheet of Heilongjiang Hairong Science and Technology Development Co., Ltd. and Subsidiarys as of June 30, 2008 and the related statements of income, stockholders’ equity, and cash flows for the year ended. These consolidated financial statements are the responsibility of Heilongjiang Hairong Science and Technology Development Co., Ltd ’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The financial statements of Heilongjiang Hairong Science and Technology Development Co., (former name Harbin Sunraising Science & Technology Enterprises Co., Ltd) as of June 30, 2007, were audited by other auditors, whose report, was dated September 25, 2007, expressed an unqualified opinion on those financial statements.

We conducted our audits in accordance with the auditing 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 its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles us ed and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Heilongjiang Hairong Science and Technology Development Co., Ltd. and Subsidiary as of June 30, 2008, and the results of its consolidated operations and its cash flows for year ended in conformity with accounting principles generally accepted in the United States of America.

/s/  P.C.LIU, CPA, P.C.

P.C.LIU, CPA, P.C.

Flushing, NY

September 28, 2008

F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Harbin Sunraising Science & Technology Enterprise Co., Ltd.

Harbin, PRC

We have audited the accompanying balance sheets of Harbin Sunraising Science & Technology Enterprise Co., Ltd. as of June 30, 2007 and 2006 and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended.  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 audit 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 its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Harbin Sunraising Science & Technology Enterprise Co., Ltd., as of June 30, 2007 and 2006 and the results of its operations, changes in stockholders’ equity, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/Bagell Josephs, Levine & Company, LLC

Bagell Josephs, Levine & Company, LLC

Gibbsboro, New Jersey

September 25, 2007

F-19

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY
DEVELOPMENT CO., LTD
(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)
AND SUBSIDIARY
BALANCE SHEETS FOR THE YEARS ENDED JUNE 30,
	(Consolidated)
	2008	2007
ASSETS
Current Assets:
Cash and Cash Equivalents	$                 4,740,675	$                2,393,202
Accounts Receivable - net	815,933	602,592
Employee Advances	236,950	101,464
Advanced to Suppliers	680,522	614,347
Inventory	77,028	484,335
Prepaid Expenses	16,881	-
Total Current Assets	6,567,989	4,195,940
Property, Plant & Equipment, net	3,662,019	3,179,837
Land Use Right, net of accumulated amortization	416,138	308,528
Total Assets	$               10,646,146	$                7,684,305
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$                      88,280	$                   198,935
Advance from Customers	27,606	44,627
Payroll  Payable	9,254	15,962
Tax Payable	485,493	128,172
Accrued Expenses and Other Payable	369,382	23,395
Total Current Liabilities	980,015	411,091
Long-Term Liabilities:
Long Term Loan	-	-
Total Long-Term Liabilities	-	-
Total Liabilities	980,015	411,091
Stockholders' Equity:
Common Stock, $0.0001 par value; 45,270,283 shares
authorized, 45,270,283 issued and outstanding	4,527	4,527
Paid in Capital	5,639,628	5,639,628
Accumulated Other Comprehensive Income	1,593,175	574,986
Retained Earnings	2,256,250	945,498
Reserved Fund	108,576	108,576
Minority Interest	63,975	-
Total Stockholders' Equity	9,666,131	7,273,214
Total Liabilities and Stockholders' Equity	$               10,646,146	$                7,684,305

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

F-20

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY
DEVELOPMENT CO., LTD
(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)
AND SUBSIDIARY
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30,
	(Consolidated)
	2008	2007
Revenues :	$                              -	$             2,283,962
Installed Security Systems	1,802,921	-
Sell Software	845,860	-
Consultation	769,001	-
Membership fee	674,313	-
Website Design	391,970	-
Other Income	13,270	-
Total Revenue	4,497,335	2,283,962
Cost of Goods Sold	1,675,643	1,395,284
Gross Profit	2,821,692	888,678
Operating Expenses:
Sales Expenses	536,402	321,267
General and Administrative Expenses	528,377	-
Total Operating Expenses	1,064,779	321,267
Income from Operations before
Other Income and (Expense)	1,756,913	567,411
Other Income and (Expense):
Interest Income	11,864	5,048
Other Expense	(385)	(4,653)
Total Other Income and (Expense)	11,479	395
Income Before Provision for Income Taxes	1,768,392	567,806
Provision For Income Taxes	457,640	177,711
Income After Provision for Income Taxes	1,310,752	390,095
Minority Interest	63,975	-
Net Income	$                 1,246,777	$                390,095
Basic and Diluted Income per Common Share	0.03	0.01
Weighted Average Number of Common Shares	45,270,283	45,270,283

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

F-21

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY
DEVELOPMENT CO., LTD
(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)
AND SUBSIDIARY
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
				Accumulated
	Common Stock		Additional	Other					Total
	Par Value $.0001		Paid in	Comprehensive	Retained	Reserve	Comprehensive	Minority	Stockholders'
	Shares	Amount	Capital	Income	Earnings	Fund	Income	Interest	Equity
Balance- June 30,   2006	4,527,283	$     4,527	$       5,639,628	$            229,263	$          555,403	$        108,576	$              221,175	-	$        6,537,397
Comprehensive     income
Net income for     the year					390,095		390,095		390,095
Other     comprehensive     income, net of     tax
Foreign     currency     translation     adjustment				345,723			345,723		345,723
Comprehensive     income							735,818
Balance - June 30,   2007	4,527,283	4,527	5,639,628	574,986	945,498	108,576		-	7,273,215
Additional     capital									-
Comprehensive     income
Net income for     the year					1,310,752		1,310,752		1,310,752
Other     comprehensive     income, net of    tax
Foreign     currency     translation     adjustment				1,018,189			1,018,189		1,018,189
Comprehensive     income							$           2,328,941
Minority     interest								63,975	63,975
Balance - June   30, 2008	4,527,283	$     4,527	$       5,639,628	$         1,593,175	$       2,256,250	$        108,576		$63,975	$        9,666,131

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

F-22

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY
DEVELOPMENT CO., LTD
(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)
AND SUBSIDIARY
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30,
	(Consolidated)
	2008	2007
Cash Flows from Operating Activities:
Net Income	$            1,246,777	$                390,095
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization Expense	239,108	179,463
Loss from Disposal of Fixed Assets	-	38,116
(Increase) or Decrease in Current Assets:
Accounts Receivable	(213,341)	218,662
Inventories	407,307	(133,686)
Prepaid Expenses	(16,881)	-
Advanced to Suppliers	(66,175)	169,570
Employee Advanced	(135,486)	19,691
Increase or (Decrease) in Current Liabilities:	-	-
Accounts Payable	(110,655)	188,959
Unearned Revenue	(17,021)	(5,206)
Taxes Payable	357,321	127,608
Payroll  Payable	(6,708)	-
Accrued Expenses and Other Payables	345,987	(178,368)
Net Cash Provided by Operating Activities	2,030,233	1,014,901
Cash Flows from Investing Activities:
Purchases of Property, Plant and Equipment	(339,887)	(18,934)
Additions to Construction in Progress	-	(62,781)
Net Cash Used in Investing Activities	(339,887)	(81,715)
Cash Flows from Financing Activities:
Proceeds Note Payable - Related Party	-	-
Net Cash Used in Financing Activities	-	-
Effect of Exchange Rate Changes on Cash and Cash Equivalents	657,137	232,188
Increase in Cash and Cash Equivalents	2,347,483	1,165,373
Cash and Cash Equivalents - Beginning Balance	2,393,202	1,227,829
Cash and Cash Equivalents - Ending Balance	$            4,740,675	$             2,393,202
Supplemental Disclosures of Cash Flow Information:
Cash Paid During The Years for:
Interest Paid	-	-
Income Taxes Paid	$               189,500	$                  69,344

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

F-23

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

   1.ORGANIZATION AND BASIS OF PRESENTATION

Harbin Sunraising Science & Technology Enterprise Co., Ltd. (the “Company”) was incorporated in People’s Republic of China (the “PRC” or “China”) on November 26, 1999. On April 15, 2008, the Company changed its name to Heilongjiang Hairong Science & Technology Development Co., Ltd.

The Company is primarily engaged in design and implementation of information technology network and software development. The Company also hosts a financial information website to provide stock analysis and brokerage services to Chinese local stockholders who owned the stocks of the U.S. publicly traded companies. The Company also establishes a culture development department during the year of 2008. Its business includes big culture exhibition, film and teleplay production, large commercial performance, and advertising planning. The Company operates are primarily in the PRC with its headquarter in Harbin city, Heilongjiang province.

On October 1, 2007, the Company acquired a 70% ownership interest from the Company’s principal shareholder, the Company’s President Fu Quiang 70% in the advisory consulting firm located in Beijing, Fortune Global Investment Advisory Co., Ltd (the “FGIA”). FGIA is mainly engaged in providing management system consulting services. The assets and liabilities acquired in the acquisition of FGIA have been recorded in the Consolidated Financial Statements of the Company at their “historical cost basis,” principal control before and after the acquisition rests with the same majority shareholders in the FGIA and the Company. The Consolidated Financial Statements of the Company for the year ended June 30, 2008 include FGIA’s operations from the date of its acquisition, October 1, 2007. Prior to its acquisition FGIA had a history of losses. 

On June 27, 2008, the Company entered into a consulting service agreement with RDX Holdings Limited (RDX), a British Virgin Islands corporation, to provide business-consulting service to the Company in exchange for the compensation.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the financial position and operating activities of Company and its 70% owned subsidiary, FGIA.  All inter-company balances have been eliminated in consolidation.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

F-24

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

Use of estimates

In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and 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 and the valuation of inventories.  Actual results could differ from those estimates.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported total assets, liabilities, stockholders’ equity or net income.

Cash and cash equivalents

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

Concentration of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents and accounts and other receivables. As of June 30, 2008 and 2007, substantially all of the Company’s cash and cash equivalents were held by major banks located in the PRC of which the Company’s management believes are of high credit quality. With respect to accounts receivable, the Company extends credit based on an evaluation of the customer’s financial condition and customer payment practices to minimize collection risk on account receivable.

Accounts Receivables

Accounts receivables are recognized and carried at the original invoice amount less any allowance for uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventories

F-25

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

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

Advances to suppliers

The Company makes advances to certain vendors for inventory purchases, construction projects and R&D expenses. The advances to suppliers were $680,522 and $614,347 as of June 30, 2008 and 2007, respectively.

Construction in progress

Construction in progress represents direct costs of construction or acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until it is completed and ready for intended use.

Property, Plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation.  Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. Depreciation and amortization are provided using the straight-line method over the following estimated useful lives:

Buildings and improvements

     40 years

Machinery, equipment and automobiles     5-10 years

Intangible Assets

Intangible assets consist of land use right and web development costs.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Land use right

According to the law of China, the government owns all the land in China. Companies or individuals are authorized to possess and use the land only through land use rights granted by the

F-26

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

Chinese government. Land use rights are being amortized using the straight-line method over the lease term of 50 years.

Web Development Costs

Costs incurred to develop software for internal use are required to be capitalized and amortized over the estimated useful life of the software in accordance with Statement of Position (SOP) 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Costs related to design or maintenance of internal-use software are expensed as incurred. Prior to the ended June 30, 2007, the capitalization costs were approximately $ 101,866. The Company is amortizing the capitalized web development costs, over an estimated useful life of 10 years. Amortization expenses for the years ended June 30, 2008 and 2007 was $18,676 and  $0, respectively.

Impairment of Long-Lived Assets and Recoverability of Intangibles

The Company periodically evaluates the recoverability of the carrying value of its long-lived assets and identifiable intangibles whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company considers historical performance and anticipated future results in its evaluation of potential impairment. Accordingly, when indicators of impairment are present, the Company would evaluate the carrying amount of these assets in relation to the operating performance of the business and estimated future undiscounted cash flows associated with the asset. No such impairment losses have been recognized to date.

Revenue recognition

The Company applies the provisions of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition in Financial Statements, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. SAB No. 104 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue when (i) persuasive evidence of an exchange arrangement exists, (ii) delivery of the product has occurred, (iii) the sales price charged is fixed or determinable, and (iv) collectibility is reasonably assured.

Net sales include product sales, gross outbound shipping charges and related handling fees. The Company executes sales agreements with its customers. Certain of its customers for which its provides design and implementation of information technology network. These contracts provided for customer standard of

F-27

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition (continued)

withholding retention amount principally provided. The products are standard consumer goods and expected to operate satisfactorily.

The products are shipped directly from the Company’s vendors to end customers. The Company records revenue and related costs at the gross amounts charged to the customer and paid to the vendor based on an evaluation of the criteria outlined in EITF No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent. The Company’s evaluation as to recording sales gross versus net is performed based on a number of factors, including the fact that the Company is the primary obligor in such transactions and has latitude in establishing prices and selecting suppliers. The Company takes title to the products sold upon shipment, bears credit risk and bears inventory risk for returned products that are not successfully returned to third-party suppliers. The Company has discretion in vendor selection, latitude in establishing the price charged, credit risk, and the risk of returns. The amount charged to the customer is included in th e merchandise price charged to the customer, and the amount paid by the Company to the third party is included in cost of goods sold.

Subscription revenues are recognized, as earned, upon completion of the subscription period.

Advertising revenues are recognized after the services have been provided.

Value Added Tax

Sales revenue represents the invoiced value of goods, net of a Value-Added Tax (“VAT ”). All of the Company ’s products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product. The Company recorded VAT Payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.

Income taxes

The Company accounts for income tax under the provisions of SFAS No.109 "Accounting for Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been 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, whenever necessary, against net deferred tax assets when it is more

F-28

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income taxes (continued)

likely than not that some portion or the entire deferred tax asset will not be realized. There are no deferred tax amounts at June 30, 2008 or 2007.

Fair value of financial instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, advances to suppliers, other receivables, accounts payable, accrued expenses, taxes payable, notes payable and other loans payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.  

Foreign currency translation

The Company’s functional currency is the Renminbi (“RMB”). Foreign currency transactions are translated at the applicable rates of exchange in effect at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date.

Revenues and expenses are translated at the average exchange rates in effect 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 translations are included in Accumulated Other Comprehensive Income.

Earnings (Loss) per share

Basic earnings (loss) per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no common stock equivalents available in the computation of earnings (loss) per share at June 30, 2008.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

F-29

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

Reserve Fund

Before June 20, 2006, the Company was required to transfer 15% of its profit after taxation, as determined in accordance with Chinese accounting standards and regulations, to the surplus reserve fund. Subject to certain restrictions set out in the Chinese Companies Law, the surplus reserve fund may be distributed to stockholders in the form of share bonus issues and/or cash dividends. After June 30, 2006, such reserve is no longer mandatory under the Chinese Law. Thus, the Company ceased to transfer any additional profits to the reserve fund. At June 30, 2008 and 2007, the balances in the Reserve Fund were $108,576 and $108,576 respectively.

New accounting pronouncements

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. This results in inconsistencies in the recognition and measurement of claim liabilities. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. The adoption of FASB 163 is not expected to have a material impact on the Company’s financial position.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The current GAAP hierarchy, as set forth in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles, has been criticized because (1) it is directed to the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial Accounting Concepts. The FASB believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. Accordingly, the FASB concluded that the GAAP hierarchy should reside in the accounting literature established by the FASB and is issuing this Statement to achieve that result. This Statem ent is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of FASB 162 is not expected to have a material impact on the Company’s financial position.  

F-30

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New accounting pronouncements (continued)

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.” Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of FASB 161 is not expected to have a material impact on the Company’s financial position.

In December 2007, the Financial Accounting Standards Board (“FASB”) simultaneously issued SFAS No. 141R, “Business Combinations (2007 Amendment),” and SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51.”  Both standards update United States guidance on accounting for “noncontrolling interests,” sometimes referred to as minority interests, which interests represent a portion of a subsidiary not attributable, directly or indirectly, to a parent. FASB and the International Accounting Standards Board (“IASB”) have been working together to promote international convergence of accounting standards. Prior to promulgation of these new standards there were specific areas in accounting for business acquisitions in which conversion was not achieved. The objective of both standards is to improve the relevance, comparability, and transparency of the financi al information that a reporting entity provides in “business combinations” and consolidated financial statements by establishing accounting and reporting standards. In business combinations it is accomplished by establishing principles and requirements concerning how an “acquirer” recognizes and measures identifiable assets acquired, liabilities assumed, and noncontrolling interest in the acquiree, as well as goodwill acquired in the combination or gain from a bargain purchase; and determines information to be disclosed to enable users to evaluate the nature and effects of business combinations. In consolidated financial statements the standards require: identification of ownership interests held in subsidiaries by parties other than the parent be clearly identified, labeled and presented in consolidated financial position within equity (rather than “mezzanine” between liabilities and equity) separately from amounts attributed to the parent, with net income attributable to the p arent and to the minority interest clearly identified and presented on the face of consolidated statements of income. The standards also provide guidance in situations where the parent’s ownership interest in a subsidiary changes while the parent retains its controlling financial interest. The standard also provides guidance on recording a gain or loss based on fair value in situations involving deconsolidation of a subsidiary. Entities must provide sufficient disclosures that distinguish between interests of the parent and that of the noncontrolling interest.

F-31

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New accounting pronouncements (continued)

Both standards are effective for fiscal years and interims beginning on or after December 15, 2008 (that is January 1, 2009) for entities with calendar years. Earlier adoption is prohibited. The standards shall be applied prospectively as of the beginning of the fiscal year in which initially applied, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company does not anticipate that the adoption of SFAS No. 141R and No. 160 will have an impact on the Company's overall results of operations or financial position, unless the Company makes a business acquisition in which there is a noncontrolling interest.

3.  ACCOUNT RECEIVABLES

	2008	2007
Trade Receivables	$  819,991	$  602,592
Less: Provision for Doubtful Debts	(4,057)	-
Total Accounts Receivable-net	$  815,993	$  602,592

4.   INVENTORIES

	2008	2007
Raw Materials	$  35,598	$  453,488
Work in progress	41,430	30,847
Total	$  77,028	$  484,335

No allowance for inventories was made for the year ended June 30, 2008 and 2007.

5.   PROPERTY, PLANT AND EQUIPMENT, NET

	2008	2007
Machinery & Equipment	$     831,180	$    755,567
Office Furniture & Equipment	121,495	26,364
Automobile	260,720	-
Buildings and Improvement	2,022,438	1,825,774
Subtotal	3,235,833	2,607,705
Less: Accumulated Depreciation	(1,028,044)	(740,687)
Construction in progress	1,454,231	1,312,819
Total property, plant & equipment, net	$  3,662,019	$ 3,179,837

F-32

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

5.   PROPERTY, PLANT AND EQUIPMENT, NET (continued)

Depreciation expenses for the years ended June 30, 2008 and 2007 were $178,114 and $168,626 respectively.

6. INTANGIBLE ASSETS

 Land use right and web costs

Net land use right as at June 30 were as follow:

	2008	2007
Cost of land use right	$   608,551	$ 541,813
Less: Accumulated amortization	(275,603)	(233,285)
Land use right, net	$  332,948	$ 308,528

Net web costs as of June 30 were as follow:

	2008	2007
Website construction costs	$  101,866	$ 0
Less: Accumulated amortization	( 18,676)	0
Website construction costs, net	$   83,190	$ 0

Total intangible assets, net $  416,138     $ 308,528 

Amortization expenses for the years ended June 30, 2008 and 2007 were $60,994 and $5,839, respectively.

7.  ADVANCES FROM CUSTOMERS

Advances from customers are non-interest bearing and unsecured. As of June 30, 2008 and 2007 the amounts were $ 27,606 and $44,627 respectively.

F-33

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

8.  TAX PAYABLE

Tax payable consists of current year accrued income taxes, sales taxes and city taxes. As of June 30, 2008 and 2007 the amounts were  $485,493 and $128,172 respectively.

9.  ACCRUED EXPENSES AND OTHER PAYABLE

Accrued expenses and other payable are amount owed by the Company for reimbursement to employees, miscellaneous expenses and educational flood fee and miscellaneous tax imposed by PRC local government.

10.  INCOME TAXES

In accordance with the relevant tax laws and regulations of PRC, the Company is generally subject to an income tax at effective rate of 33% (30% state income taxes plus 3% local income taxes) on income reported in the statutory financial statements after appropriated tax adjustments. In 2008 Chinese government reduced the tax rate from 33% to 25%. The Company and FGIA will pay new tax rate 25% in the year of 2008 and there after.

The provision for income taxes for the year ended June 30 as follows:

PRC only:	2008	2007
Current	$  457,640	$  177,711
Deferred	-	-
Total	$  457,640	$  177,711

11. STOCKHOLDERS’ EQUITY

Upon its inception, the Company had a total registered capital of RMB32, 270,283, equivalent of $3,898,083. The industry practice in PRC does not require the issuance of stock certificates to the shareholders, nor a third party transfer agent to maintain the records. The Company designates one (1) common share for each RMB contributed for the purpose of financial reporting.  Accordingly, there were total 32,270,283 shares of common stock outstanding at its inception.

11. STOCKHOLDERS’ EQUITY (continued)

F-34

HEILONGJIANG HAIRONG SCIENCE & TECHNOLOGY

DEVELOPMENT CO., LTD

(f/k/a Harbin Sunraising Science & Technology Enterprise Co., Ltd.)

 AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

On October 8, 2000, the Company issued 13,000,000 shares of its designated common stock at RMB 1.2 per share and raised a total of RMB15, 600,000, equivalent of $1,884,308. There were no other shares issued after October 8, 2000.

As of June 30, 2008, there were 45,270,283 designated shares of common stock issued and outstanding.

12. CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

Revenue for both years ended June 30, 208 and 2007 was earned solely from customers located in the P.R.C.

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

The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the 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 future profitability of the Company is dependent upon the Company's abilities to secure service contracts and maintain the operating expense at a competitive level.

Major customers

For the year ended June 30, 2008, three of the customers accounted for approximately 15%, 13% and 12%, respectively. The 40% of the revenue generated from these 3 customers was for security system installation project.

F-35

EX-10

Exh. a

SHARE EXCHANGE AGREEMENT

AGREEMENT dated as of November 12, 2008 by and between Maui General Store Inc., a New York corporation (hereinafter referred to as "Maui") and Fu Qiang and Su Jianping, the shareholders of RDX Holdings Limited (“RDX”), a British Virgin Islands corporation (hereinafter referred to as the "RDX Shareholders").

WHEREAS, the RDX Shareholders own all of the issued and outstanding capital stock of RDX; and

WHEREAS, RDX  has exclusive control over the business of, the right to all revenues obtained by, and responsibility for all of the expenses incurred by Heilongjiang Hairong Science and Technology Development Co Ltd., a joint stock company organized under the laws of The People’s Republic of China (“Hairong”), the relationship of which is generally identified as “entrusted management”; and

WHEREAS, the RDX Shareholders desire to transfer the capital stock of RDX to Maui and Maui desires to acquire the shares.

NOW, THEREFORE, it is agreed:

1.

Definitions.  As used herein, the following terms shall have the meanings set forth below:

a.

“Applicable Law” means any domestic or foreign law, statute, regulation, rule, policy, guideline or ordinance applicable to the businesses or corporate existence of Maui, RDX or Hairong.  

b.

“GAAP” means generally accepted accounting principles in the United States of America as promulgated by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or any successor institutes concerning the treatment of any accounting matter.

c.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, claim, encumbrance, royalty interest, any other adverse claim of any kind in respect of such property or asset, or any other restrictions or limitations of any nature whatsoever.

d.

“Tax” (and, with correlative meaning, “Taxes” and “Taxable”) means:

(i)    any income, alternative or add-on minimum tax, gross receipts tax, sales tax,  use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,   withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp tax, occupation tax, property tax, environmental or windfall profit tax, custom, duty or other tax, impost, levy, governmental fee or other like

assessment or charge of any kind whatsoever together with any interest or any penalty, addition to tax or additional amount imposed with respect thereto by any governmental or Tax authority responsible for the imposition of any such tax (domestic or foreign), and

(ii)  any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any Taxable period, and

(iii)  any liability for the payment of any amounts of the type described in clauses   (i) or (ii) above as a result of any express or implied obligation to indemnify any other person.

e.

“Tax Return” means any return, declaration, form, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

2.

Share Exchange.  

a.

On the Closing Date (defined herein), the RDX  Shareholders shall transfer and assign to Maui all of the issued and outstanding capital stock of RDX.  The RDX Shareholders represent and warrant that upon appropriate registration of the transfer of shares with the government of the British Virgin Islands and delivery to Maui of all the documents sufficient to evidence the transfer of ownership, all right, title and interest in said shares will be transferred to Maui free of Liens, claims and encumbrances.  

b.

On the Closing Date, Maui shall deliver to the Fu Qiang or his assignees 160,000,000 shares of common stock and to Su Jianping or his assignees 200,000,000 shares of common stock (the 360,000,000 shares in aggregate being the “Exchange Shares”).  Maui warrants that the Exchange Shares, when so issued, will be duly authorized, fully paid and non-assessable.

c.

 The parties intend that the exchange of shares described above shall qualify as a tax-free exchange under Section 351 of the United States Internal Revenue Code.  The parties further intend that the issuance of the common stock by Maui to the RDX Shareholders shall be exempt from the provisions of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) of said Act.  

3.

Closing.  The Closing of the transactions contemplated by this Agreement ("Closing") shall take place at the offices of Robert Brantl, counsel for Maui, simultaneously with the execution of this Agreement (the “Closing Date”).

4.

Warranties and Representations of RDX Shareholders   In order to induce Maui to enter into this Agreement and to complete the transaction contemplated hereby, the RDX Shareholders warrant and represent to Maui that:

a.

Organization and Standing – RDX .  RDX is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has full power and authority to carry on its business as now conducted. The copies of the Articles of Association and Memorandum of Association of RDX previously delivered to Maui are true and complete as of the date hereof.  

b.

Capitalization – RDX .  RDX’ entire authorized capital stock consists of 50,000 ordinary shares, $1.00 par value, of which 100 shares are issued and outstanding.  There are no other voting or equity securities authorized or issued, nor any authorized or issued securities convertible into equity securities, and no outstanding subscriptions, warrants, calls, options, rights, commitments or agreements by which RDX or the RDX Shareholders is bound, calling for the issuance of any additional equity securities of RDX.  All of the outstanding RDX Ordinary Shares have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or any Applicable Law.  

c.

Ownership of RDX Shares. The RDX Shareholders are the sole owners of the outstanding shares of RDX Ordinary Stock.  By the transfer of the RDX Ordinary Stock to Maui pursuant to this Agreement, Maui will acquire good and marketable title to 100% of the capital stock of RDX, free and clear of all Liens, encumbrances and restrictions of any nature whatsoever, except by reason of the fact that the RDX Ordinary Shares will not have been registered under the Securities Act of 1933, or any applicable state securities laws.

d.

Business Operations and Liabilities – RDX . Prior to June 27, 2008, RDX had conducted no business operations. Since then, RDX has conducted business operations described in the Entrustment Management Agreements between RDX and Hairong.

e.

Organization and Standing – Hairong.  Hairong is a corporation duly organized, validly existing and in good standing under the laws of the People’s Republic of China.  Hairong has all of the government licenses and permits necessary to carry on its business as now conducted, to own and operate its assets, properties and business, and to carry out the transactions contemplated by this agreement.  

f.

Entrusted Management Agreements between RDX and Hairong.  On June 27, 2008 RDX, Hairong and the registered equity holders in Hairong signed five agreements, including Consulting Services Agreement, Operating Agreement, Equity Pledge Agreement, Option Agreement, and Proxy Agreement (the “Entrusted Management Agreements”). The purpose of these agreements is to transfer to RDX full responsibility for the management of Hairong, as well as all of the financial benefits and liabilities that arise from the business of Hairong.  Each of the

Entrusted Management Agreements has a term of ten years. Neither Hairong nor RDX has defaulted in any of the agreements, and all of the agreements remain in full force and effect.

g.

Financial Statements.  The RDX Shareholders have delivered to Maui (i) the financial statements of Hairong for the  years ended June 30, 2008 and 2007 (the “Hairong Financial Statements”) and (ii) the financial statements of RDX for the period from Inception to June 30, 2008 (the “RDX Financial Statements”).  The Hairong Financial Statements and the RDX Financial Statements have been prepared in accordance with U.S. GAAP and present fairly in all material respects the financial condition of Hairong and RDX as of the dates thereof.   The Hairong Financial Statements and the RDX Financial Statements have been reported on by an independent accountant registered with the PCAOB.

h.

Absence Of Certain Changes Or Events.  Since June 30, 2008, there has not been (A) any material adverse change in the business, operations, properties, assets, or condition of Hairong or RDX or (B) any damage, destruction, or loss to Hairong or RDX (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Hairong and RDX; and neither Hairong nor RDX have become subject to any law or regulation which materially and adversely affects, or in the future is substantially likely to have a material adverse effect on Hairong and RDX.  

i.

Ownership of Assets.  Except as specifically identified in the Hairong Financial Statements, Hairong has good, marketable title, without any Liens or encumbrances of any nature whatever, to all of the following, if any:  its assets, properties and rights of every type and description, including, without limitation, all cash on hand and in banks, certificates of deposit, stocks, bonds, and other securities, good will, customer lists, its corporate name and all variants thereof, trademarks and trade names, copyrights and interests thereunder, licenses and registrations, pending licenses and permits and applications therefor, inventions, processes, know-how, trade secrets, real estate and interests therein and improvements thereto, machinery, equipment, vehicles, notes and accounts receivable, fixtures, rights under agreements and leases, franchises, all rights and claims under insurance policies and other contracts of whatever nature, rights in funds of whatever nature, books and records and all other property and rights of every kind and nature owned or held by  Hairong as of this date.  Except in the ordinary course of its business, Hairong has not disposed of any such asset since June 30, 2008.    

j.

Governmental Consent.  No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other non-U.S., U.S., state, county, local or other foreign governmental authority, instrumentality, agency or commission is required by or with respect to RDX or Hairong in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

k.

Taxes.  Each of RDX and Hairong has filed all tax returns that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all taxes as

shown on such returns except for taxes being contested in good faith or as reflected on the Hairong Financial Statements.  There is no material claim for taxes that is a Lien against the property of RDX or Hairong other than Liens for taxes not yet due and payable.  

l.

Pending Actions.  There are no material legal actions, lawsuits, proceedings or investigations pending or threatened, against or affecting RDX , Hairong, or against Hairong’s Officers or Directors or the RDX Shareholders that arose out of their operation of Hairong.  Neither RDX, Hairong, nor the RDX Shareholders are subject to any order, writ, judgment, injunction, decree, determination or award of any court, arbitrator or administrative, governmental or regulatory authority or body which would be likely to have a material adverse effect on the business of Hairong or RDX.

m.

No Debt Owed to RDX Shareholders.  Neither RDX nor Hairong owes any money, securities, or property to the RDX Shareholders or any member of their family or to any company controlled by or under common control with such a person, directly or indirectly.

n.

Intellectual Property And Intangible Assets.  

To the knowledge of the RDX Shareholders, Hairong has full legal right, title and interest in and to all of the intellectual property utilized in the operation of its business.  Hairong has not received any written notice that the rights of any other person are violated by the use by Hairong of the intellectual property.  None of the intellectual property has ever been declared invalid or unenforceable, or is the subject of any pending or, to the knowledge of the RDX Shareholders, threatened action for opposition, cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation or like claim, action or proceeding.

o.

Validity of the Agreement.  This Agreement has been duly executed by the RDX Shareholders and constitutes their valid and binding obligation, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or effecting generally the enforcement of creditors’ rights.  The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms or conditions of, or constitute a default under or violate, the Articles of Association of either RDX or Hairong, or any material agreement or undertaking, oral or written, to which RDX or Hairong or the RDX Shareholders is a  party or is bound or may be affected by, nor will such execution, delivery and carrying out violate any order, writ, injunction, decree, law, rule or regulation of any court, regulatory agency or other go vernmental body; and the business now conducted by  Hairong can continue to be so conducted after completion of the transaction contemplated hereby.

p.

Compliance with Laws.  Hairong's operations have been conducted in all material respects in accordance with all applicable statutes, laws, rules and regulations.  Hairong is not in violation of any law, ordinance or regulation of the People’s Republic of China or of any other jurisdiction.  Hairong holds all the environmental, health and safety and other permits, licenses,

authorizations, certificates and approvals of governmental authorities necessary or proper for the current use, occupancy or operation of its business, all of which are now in full force and effect.  

5.

Warranties and Representations of Maui.  In order to induce the RDX Shareholders to enter into this Agreement and to complete the transaction contemplated hereby, Maui warrants and represents to the RDX Shareholders that:

a.

Organization and Standing.  Maui is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has full power and authority to carry on its business as now conducted. The copies of the Articles of Incorporation and Bylaws of Maui previously delivered to the RDX Shareholders are true and complete as of the date hereof.  

b.

Capitalization.  Maui's entire authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share. At the Closing, prior to the issuance of shares to the RDX Shareholders, there will be 140,000,000 shares of Maui Common Stock issued and outstanding.  At the Closing, there will be no other voting or equity securities outstanding, and no outstanding subscriptions, warrants, calls, options, rights, commitments or agreements by which Maui is bound, calling for the issuance of any additional shares of common stock or preferred stock or any other voting or equity security.

c.

Corporate Records.  All of Maui's books and records, including, without limitation, its books of account, corporate records, minute book, stock certificate books and other records are up-to-date, complete and reflect accurately and fairly the conduct of its business in all material respects since its date of incorporation.

d.

SEC Filings.  Maui has filed all reports required by the Rules of the Securities and Exchange Commission, and each report filed within the past twelve months conforms in content to said Rules and is complete and accurate in all material respects.    

e.

 Absence Of Certain Changes Or Events.  Since June 30, 2008, there has not been (A) any material adverse change in the business, operations, properties, assets, or condition of Maui or (B) any damage, destruction, or loss to Maui (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Maui; and Maui has not become subject to any law or regulation which materially and adversely affects, or in the future is substantially likely to have a material adverse effect on Maui.  

f.

Taxes.  Maui has filed all tax returns that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all taxes as shown on such returns except for taxes being contested in good faith.  There is no material claim for taxes that is a Lien against the property of Maui other than Liens for taxes not yet due and payable.  

g.

Pending Actions.  There are no legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or threatened, against or affecting Maui or

against Maui’s former Officers or Directors that arose out of their operation of Maui.  Maui is not subject to any order, writ, judgment, injunction, decree, determination or award of any court, arbitrator or administrative, governmental or regulatory authority or body.

h.

Validity of the Agreement.  All corporate and other proceedings required to be taken by Maui in order to enter into and to carry out this Agreement have been duly and properly taken.  This Agreement has been duly executed by Maui, and constitutes a valid and binding obligation of Maui, enforceable against it in accordance with its terms except to the extent limited by applicable bankruptcy reorganization, insolvency, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights.  The execution and delivery of this Agreement and the carrying out of its purposes will not result in the breach of any of the terms or conditions of, or constitute a default under or violate, Maui's Articles of Incorporation or Bylaws, or any agreement, lease, mortgage, bond, indenture, license or other document or undertaking, oral or written, to which Maui is a party or is bound or may be affected , nor will such execution, delivery and carrying out violate any order, writ, injunction, decree, law, rule or regulation of any court, regulatory agency or other governmental body.

i.

Trading Status.  Maui’s common stock is listed for quotation on the OTC Bulletin Board, with the symbol “MAUG” To the knowledge of Maui, Maui has not been threatened and is not subject to removal of its common stock from the OTC Bulletin Board.   

j.

SEC Status.

The common stock of Maui is registered pursuant to Section 12(g) of the Securities and Exchange Act of 1934.  Maui has filed all reports required by the applicable regulations of the SEC.

k.

Compliance with Laws.  Maui’s operations have been conducted in all material respects in accordance with all applicable statutes, laws, rules and regulations.  Maui is not in violation of any Applicable Law.

6.   

Deliveries at Closing

a.

At the Closing the RDX Shareholders shall deliver to Maui all the documents sufficient to effect the transfer of ownership of RDX to Maui.

b.  

At the Closing, Maui shall deliver to the RDX Shareholders or their assignees certificates for the Exchange Shares.

7.  

Restriction on Resale. The Maui Common Shares to be issued by Maui to the RDX Shareholders hereunder at the Closing will not be registered under the Securities Act of 1933, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of within the United States of America until:  (i) a registration statement with respect to such securities is declared effective under the Securities Act of 1933, or (ii) Maui

receives an opinion of counsel for the stockholders, reasonably satisfactory to counsel for Maui, that an exemption from the registration requirements of the Securities Act of 1933 is available.

The certificates representing the shares which are being issued to the RDX Shareholders pursuant to this Agreement shall contain a legend substantially as follows:

“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR MAUI GENERAL STORE, INC. RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAUI GENERAL STORE, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.”

8.

Applicable Law.    This Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof, as applied to agreements entered into and to be performed in such state.

9.

Assignment; Binding Effect.  This Agreement, including both its obligations and benefits, shall inure to the benefit of, and be binding on the respective heirs and successors of the parties and on their respective permitted assignees and transferees.  This Agreement may not be assigned or transferred in whole or in part by any party without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed.

10.

Counterparts.  This Agreement may be executed in multiple facsimile counterparts.   Each of the counterparts shall be deemed an original, and together they shall constitute one and the same binding Agreement, with one counterpart being delivered to each party hereto.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date and year written on the first page.

MAUI GENERAL STORE, INC.

By:___________________________

      Fu Qiang, Chief Executive Officer

______________________________

                     FU QIANG

_____________________________

                    SU JIANPING

EX-10

      Exh. 10-b

CONSULTING SERVICES AGREEMENT

(English Translation)

This Consulting Services Agreement (this “Agreement”) is dated 06/27/2008, and is entered into in Harbin, China between RDX Holdings Limited, a company incorporated under the laws of British Virgin Islands (Party A), located at Unit A, 21/F, 128 Wellington Street, Central Hong Kong, and Heilongjiang Hairong Science and Technology Development Co Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No.20, Gan Shui Road, Development Zone, Xiangfang District Harbin city, Heilongjiang province, China (150096),. Party A and Party B are referred to collectively in this Agreement as the “Parties.”

RECITALS

(1)   Party A is a company incorporated in British Virgin Islands under the laws of the British Virgin islands, which has the expertise in business consulting;

(2)   Party B is an IT, business consulting, and culture development company with limited liability duly incorporated in Harbin, China;

(3)   The Parties desire that Party A provide business consulting services and relevant services to Party B, for compensation.

(4)   The Parties are entering into this Agreement to set forth the terms and conditions under which Party A shall provide consulting services to Party B.

NOW THEREFORE, the Parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement the following terms shall have the following meanings:

“Affiliate,” with respect to any Person, shall mean any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Consulting Services Fee” shall be as defined in Clause 3.1.

“Indebtedness” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money for the deferred purchase price of property or services, (ii) the face amount of all letters of credit issued for the amount of such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property owned by such person, whether or not such liabilities have been assumed by such Person, (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee and (v) all contingent obligations (including, without limitation, all guarantees to third parties) of such Person.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including. without limitation, any conditional sale or other title retention agreement,

any financing or similar statement or notice filed under recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“Person” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, entity or other organization or any government body.

“PRC” means the People’s Republic of China.

“Services” means the services to be provided under the Agreement by Party A to Party B, as more specifically described in Clause 2; in this Agreement a reference to a Clause, unless the context otherwise requires, is a reference to a clause of this Agreement.

1.2 The headings in this Agreement shall not affect the interpretation of this Agreement.

2. RETENTION AND SCOPE OF SERVICES

2.1 Party B hereby agrees to retain the services of Party A, and Party A accepts such appointment, to provide to Party B services in relation to the current and proposed operations of Party B’s business in the PRC upon the terms and conditions of this Agreement. The services subject to this Agreement shall include, without limitation:

(a) General Business Operation. Advice and assistance relating to development of technology and provision of consultancy services, particularly as related to battery manufacturing.

(b) Human Resources.

(i) Advice and assistance in relation to the staffing of Party B, including assistance in the recruitment, employment and secondment of management personnel, administrative personnel and staff of Party B;

(ii) Training of management, staff and administrative personnel;

(iii) Assistance in the development of sound payroll administrative controls in Party B;

(iv) Advice and assistance in the relocation of management and staff of Party B;

(c) Research and Development

(i) Advice and assistance in relation to research and development of Party B;

(ii) Advice and assistance in strategic planning; and

(d) Other. Such other advice and assistance as may be agreed upon by the Parties.

2.2 Exclusive Services Provider. During the term of this Agreement, Party A shall be the exclusive provider of the Services. Party B shall not seek or accept similar services from other providers unless the prior written approval is obtained from Party A.

2.3 Intellectual Properties Related to the Services. Party A shall own all intellectual property rights developed or discovered through research and development, in the course of providing Services, or derived from the provision of the Services. Such intellectual property rights shall include patents, trademarks, trade names, copyrights, patent application rights, copyright and trademark application rights, research and

technical documents and materials, and other related intellectual property rights including the right to license or transfer such intellectual properties. If Party B must utilize any intellectual property, Party A agrees to grant an appropriate license to Party B on terms and conditions to be set forth in a separate agreement.

2.4Pledge. Party B shall permit and cause Party B’s shareholders to pledge the equity interests of Party B to Party A for securing the Fee that should be paid by Party B pursuant to this Agreement.

3. PAYMENT

3.1 General.

(a) In consideration of the Services provided by Party A hereunder, Party B shall pay to Party A during the term of this Agreement a consulting services fee (the “Consulting Services Fee”), payable in RMB each quarter, equal to all of its revenue for such quarter based on the quarterly financial statements provided under Clause 5.1 below. Such quarterly payment shall be made within 15 days after receipt by Party A of the financial statements referenced above.

(b) Party B will permit, from time to time during regular business hours as reasonably requested by Party A, or its agents or representatives (including independent public accountants, which may be Party B’s independent public accountants), (i) to conduct periodic audits of books and records of Party B, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Party B (iii) to visit the offices and properties of Party B for the purpose of examining such materials described in clause (ii) above, and (iv) to discuss matters relating to the performance by Party B hereunder with any of the officers or employees of Party B having knowledge of such matters. Party A may exercise the audit rights provided in the precedingsentence at any time, provided that Party A provides ten days written notice to Party B specifying the scope, purpose and duration of such audit. All such audits shall be conducted in such a manner as not to interfere with Party B’s normal operations.

3.2 Party B shall not be entitled to set off any amount it may claim is owed to it by Party A against any Consulting Services Fee payable by Party B to Party A unless Party B first obtains Party A’s written consent.

3.3 The Consulting Services Fee shall be paid in RMB by wire transfer to a bank account or accounts specified by Party A, as may be specified in writing from time to time.

3.4 Should Party B fail to pay all or any part of the Consulting Service’s

Fee due to Party A in RMB under this Clause 3 within the time limits stipulated, Party B shall pay to Party A interest in RMB on the amount overdue based on the three (3) month lending rate for RMB announced by the Bank of China on the relevant due date.

3.5 All payments to be made by Party B hereunder shall be made free and clear of and without deduction for or on account of tax, unless Party B is required to make such payment subject to the deduction or withholding of tax.

4. FURTHER TERMS OF COOPERATION

4.1 All business revenue of Party B shall be directed in full by Party B into a bank account(s) nominated by Party A.

5. UNDERTAKINGS OF PARTY A

Party B hereby agrees that, during the term of the Agreement:

5.1 Information Covenants. Party B will furnish to Party A:

5.1.1 Preliminary Monthly Reports. Within five (5) days of the end of each calendar month the preliminary income statements and balance sheets of Party B made up to and as at the end of such calendar month, in each case prepared in accordance with the PRC generally accepted accounting principles, consistently applied.

5.1.2 Final Monthly Reports. Within ten (10) days after the end of each calendar month, a final report from Party B on the financial position and results of operations and affairs of Party B made up to and as at the end of such calendar month and for the elapsed portion of the relevant financial year, setting forth in each case in comparative form figures for the corresponding period in the preceding financial year, in each case prepared in accordance with the PRC generally accepted accounting principles, consistently applied.

5.1.3 Quarterly Reports. As soon as available and in any event within forty-five (45) days after each Quarterly Date (as defined below), unaudited consolidated and consolidating statements of income, retained earnings and changes in financial position of the Party B and its subsidiaries, if any, for such quarterly period and for the period from the beginning of the relevant fiscal year to such Quarterly Date and the related consolidated and consolidating balance sheets as at the end of such quarterly period, setting forth in each case actual versus budgeted comparisons and in comparative form the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of the chief financial officer of the Party B, which certificate shall state that said financial statements fairly present the consolidated and consolidating financial condition and results of operations, as the case may be, of the Party B and its subsidiaries, if any, in accordance with PRC general accepted accounting principles applied on a consistent basis as at the end of, and for, such period (subject to normal year-end audit adjustments and the preparation of notes for the audited financial statements).

5.1.4 Annual Audited Accounts. Within six (6) months of the end of the financial year, the annual audited accounts of Party B to which they relate (setting forth in each case in comparative form the corresponding figures for the preceding financial year), in each case prepared in accordance with, among others, the PRC generally accepted accounting principles, consistently applied.

5.1.5 Budgets. At least 90 days before the first day of each financial year of Party B, a budget in form satisfactory to Party A (including budgeted statements of income and sources and uses of cash and balance sheets) prepared by Party B for each of the four financial quarters of such financial year accompanied by the statement of the chief financial officer of Party B to the effect that, to the best of his knowledge, the budget is a reasonable estimate for the period covered thereby.

5.1.6 Notice of Litigation. Promptly, and in any event within one (1) business day after an officer of Party B obtains knowledge thereof, notice of (i) any litigation or governmental proceeding pending against Party B which could materially adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B and (ii) any other event which is likely to materially adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B.

5.1.7 Other Information. From time to time, such other information or documents (financial or otherwise) as Party A may reasonably request. For purposes of this Agreement, a “Quarterly Date” shall mean the last day of March, June, November and December in each year, the first of which shall be the first such day following the date of this Agreement; provided that if any such day is not a business day in the PRC, then such Quarterly Date shall be the next succeeding business day in the PRC.

5.2 Books, Records and Inspections. Party B will keep proper books of record and account in which full, true and correct entries in conformity with generally accepted accounting principles in the PRC and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. Party B will permit officers and designated representatives of Party A to visit and inspect, under guidance of officers of Party B, any of the properties of Party B, and to examine the books of record and account of Party B and discuss the affairs, finances and accounts of Party B with, and be advised as to the same by, its and their officers, all at such reasonable times and intervals and to such reasonable extent as Party A may request.

5.3 Corporate Franchises. Party B will 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.

5.4 Compliance with Statutes, etc. Party B will comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, in respect of the conduct of its business arid the ownership of its property, including without limitation maintenance of valid and proper government approvals and licenses necessary to provide the services, except that such noncompliances could not, in the aggregate, have a material adverse effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B.

6. NEGATIVE COVENANTS

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

6.1 Equity. Party B will not issue, purchase or redeem any equity or debt securities of Party B.

6.2 Liens. Party B will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of Party B whether now owned or hereafter acquired, provided that the provisions of this Clause 6.1 shall not prevent the creation, incurrence, assumption or existence of:

6.2.1 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

6.2.2 Liens in respect of property or assets of Party B imposed by law, which were incurred in the ordinary course of business, and (x) 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 B or (y) 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.

6.3 Consolidation, Merger, Sale of Assets, etc. Party B will not wind up, liquidate or dissolve its affairs or enter into any transaction 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 B may make sales of inventory in the ordinary course of business and (ii) Party B may, in the ordinary course of business, sell equipment which is uneconomic or obsolete.

6.4 Dividends. Party B 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 B with respect to its capital stock), or set aside any funds for any of the foregoing purposes.

6.5 Leases. Party B will not permit the aggregate payments (including, without limitation, any property taxes paid as additional rent or lease payments) by Party B under agreements to rent or lease any real or personal property to exceed US$100,000 in any fiscal year of Party B.

6.6 Indebtedness. Party B 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 incurred by Party B in the ordinary course of business, which are to be repaid in full not more than one (1) year after the date on which such indebtedness is originally incurred to finance the purchase of goods by Party B.

6.7 Advances, Investment and Loans. Party B 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 Parry 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.

6.8 Transactions with Affiliates. Party B will not enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of Party B, other than on terns and conditions substantially as favorable to Party B as would be obtainable by Party B 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 A.

6.9 Capital Expenditures. Party B will not make any expenditure 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 and including capitalized lease obligations) during any period set forth below (taken as one accounting period) which exceeds in the aggregate for Party B the amount of commencing in the fiscal year.

6.10 Modifications to Debt Arrangements, Agreements or Articles of Association. Party B 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 or (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 Articles of Association or Business License, or any agreement entered into by it, with respect to its capital stock, or enter into any new agreement with respect to its capital stock.

6.11 Line of Business. Party B will not engage (directly or indirectly) in any business other than those types of business prescribed within the business scope of Party B’s business license except with the prior written consent of Party A.

7. TERM AND TERMINATION

7.1 This Agreement shall take effect on the date of execution of this Agreement and shall remain in full force and effect unless terminated pursuant to Clause 7.2.

7.2 This Agreement may be terminated:

7.2.1 by either Party giving written notice to the other Party if the other Party has committed a material breach of this Agreement (including but not limited to the failure by Party B to pay the Consulting Services Fee) and such breach, if capable of remedy, has not been so remedied within, in the case of breach of a non-financial obligation, 14 days, following receipt of such written notice;

7.2.2 either Party giving written notice to the other Party if the other Party becomes bankruptcy or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they come due;

7.2.3by either Party giving written notice to the other Party if, for any reason, the operations of Party A are terminated;

7.2.4 by either Party giving written notice to the other Party if the business license or any other license or approval material for the business operations of Party B is terminated, cancelled or revoked;

7.2.5 by either Party giving written notice to the other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement; or

7.2.6 by election of Party A with or without reason.

7.3 Any Party electing properly to terminate this Agreement pursuant to Clause 7.2 shall have no liability to the other Party for indemnity, compensation or damages arising solely from the exercise of such right. The expiration or termination of this Agreement shall not affect the continuing liability of Party B to pay any Consulting Services Fees already accrued or due and payable to Party A. Upon expiration or termination of this Agreement, all amounts then due and unpaid to Party A by Party B hereunder, as well as all other amounts accrued but not yet payable to Party A by Party B, shall forthwith become due and payable by Party B to Party A.

8. PARTY B’S REMEDY UPON PARTY A’S BREACH

In addition to the remedies provided elsewhere under this Agreement, Party A shall be entitled to remedies permitted under PRC laws, including without limitation compensation for any direct and indirect losses arising from the breach and legal fees incurred to recover losses from such breach.

9. AGENCY

The Parties are independent contractors, and nothing in this Agreement shall be construed to constitute either Party to be the agent, Partner, legal representative, attorney or employee of the other for any purpose whatsoever. Neither Party shall have the power or authority to bind the other except as specifically set out in this Agreement.

10. GOVERNING LAW AND JURISDICTION

10.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the PRC.

10.2 Arbitration. Any dispute arising from, out of or in connection with this Agreement shall be settled through friendly consultations between the Parties. Such consultations shall begin immediately after one Party has delivered to the other Party a written request for such consultation. If within ninety (90) days following the date on which such notice is given, the dispute cannot be settled through consultations, the dispute shall, upon the request of any Shareholder with notice to the other Party, be submitted to arbitration in China under the auspices of China International Economic and Trade Arbitration Commission (the “CIETAC”). The Parties shall jointly appoint a qualified interpreter for the arbitration proceedings and shall be responsible for sharing in equal portions the expenses incurred by such appointment.

10.3 Number and Selection of Arbitrators. There shall be three (3) arbitrators. Party B shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and both arbitrator shall be selected within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected,

and the Parties shall not be limited in their selection to any prescribed list. The chairman of the CIETAC shall select the third arbitrator. If a Party does not appoint an arbitrator who has consented to participate within thirty (30) days after the selection of the first arbitrator, the relevant appointment shall be made by the chairman of the CIETAC.

10.4 Language. Unless otherwise provided by the arbitration rules of CIETAC, the arbitration proceeding shall be conducted in English. The arbitration tribunal shall apply the arbitration rules of the CIETAC in effect on the date of the signing of this Agreement. However, if such rules are in conflict with the provisions of this Clause, including the provisions concerning the appointment of arbitrators, the provisions of this Clause shall prevail.

10.5 Cooperation; Disclosure. Each Party shall cooperate with the other Party in making full disclosure of and providing complete access to all information and documents requested by the other Party in connection with such proceedings, subject only to any confidentiality obligations binding on such Parties.

10.6 Jurisdiction. Judgment upon the award rendered by the arbitration may be entered into by any court having jurisdiction, or application may be made to such court for a judicial recognition of the award or any order of enforcement thereof.

10.7 Continuing Obligations. During the period when a dispute is being resolved, the Parties shall in all other respects continue their implementation of this Agreement.

11. ASSIGNMENT

No part of this Agreement shall be assigned or transferred by either Party without the prior written consent of the other Party. Any such assignment or transfer shall be void. Party A, however, may assign its rights and obligations hereunder to an Affiliate.

12. NOTICES

Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of relevant each party or both parties set forth below or other address of the party or of the other addressees specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10^th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4^th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the rece ipt time as is shown on the transmission confirmation of relevant documents.

Party A:	RDX Holdings Limited
Address:	Unite A, 21/F, 128 Wellington Street, Central Hong Kong
Fax:	86-451-53116419
Phone:	86-451-53118471
Party B:	Heilongjiang Hairong Science and Technology Development Co Ltd
Address:	No.20, Gan Shui Road, Development Zone, Xiangfang District Harbin city, Heilongjiang province, China (150096),.
Fax:	86-451-53116419
Phone:	86-451-53118471

13. GENERAL

13.1 The failure to exercise or de]ay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

13.2 Should any Clause or any part of any Clause contained in this Agreement be declared invalid or unenforceable for any reason whatsoever, all other Clauses or parts of Clauses contained in this Agreement shall remain in full force and effect.

13.3 This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous agreements.

13.4 No amendment or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

13.5 This Agreement shall be executed in two originals in English.

IN WITNESS WHEREOF both parties hereto have caused this Agreement to be duly executed by their legal representatives and duly authorized representatives on their behalf as of the date first set forth above.

 PARTY A:

RDX Holdings Limited

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

PARTY B:

Heilongjiang Hairong Science and Technology Development Co Ltd

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

EX-10

       Exh. c

OPERATING AGREEMENT

(English Translation)

This Operating Agreement (this “Agreement”) is dated 06/27/2008and is entered into between and among RDX Holdings Limited, a company incorporated under the laws of British Virgin Islands (Party A), located at Unit A, 21/F, 128 Wellington Street, Central Hong Kong, and Heilongjiang Hairong Science and Technology Development Co Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No.20, Gan Shui Road, Development Zone, Xiangfang District Harbin city, Heilongjiang province, China (150096), and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, Chairman and Shareholders are collectively referred to in this Agreement as the “Parties.”

RECITALS

1. Party A is a company incorporated in British Virgin Islands under the laws of the British Virgin islands, which has the expertise in business consulting;

2. Party B is an IT, business consulting, and culture development company with limited liability duly incorporated in Harbin China;

3. The Chairman is the chairman and a shareholder of Party B; the Shareholders are shareholders of Party B. Chairman and Shareholders collectively own over 100% of the equity interests of Party B;

4. Party A has established a business relationship with Party B by entering into the “Consulting Services Agreement” (hereinafter referred to as the “Services Agreement”);

5. Pursuant to the above-mentioned agreement between Party A and Party B, Party B shall pay certain consulting fees to Party A.

6. The Parties are entering into this Agreement define and clarify the relationship between Party A and Party B, relating to Party B’s operations.

NOW THEREFORE, all parties of this Agreement hereby mutually agree as follows:

1. Party A agrees, subject to the satisfaction of the relevant provisions by Party B herein, as the guarantor for Party B in the contracts, agreements or transactions in connection with Party B’s operation between Party B and any other third party, to provide full guarantee for the performance of such contracts, agreements or transactions by Party B. Party B agrees, as a counter-guarantee, to pledge all of its assets, including accounts receivable, to Party A. According to the aforesaid guarantee, Party A wishes to enter into written guarantee agreements with Party B’s counter-parties thereof to assume liability as the guarantor when and if needed; therefore, Party B, the Chairman and Shareholders shall take all necessary actions (including but not limited to executing and delivering relevant documents and filing of relevant registrations) to carry out the arrangement of counter-guarantee to Party A.

2. In consideration of the requirement of Article 1 herein and assuring the performance of the various operation agreements between Party A and Party B and the payment of the payables accounts by Party B to Party A, Party B together with the Chairman and the Shareholders hereby jointly agree that Party B shall not conduct any transaction which may materially affects its assets, obligations, rights or the operations of Party B (excluding the business contracts, agreements, sell or purchase assets during Party B’s regular operation and the lien obtained by relevant counter parties due to such agreements) prior written consent of Party A, including but not limited to the following:

2.1 To borrow money from any third party or assume any debt;

2.2 To sell, license, transfer, or acquire from or to any third party any asset or right, including but not limited to any intellectual property right;

2.3 To provide any guarantees to any third parties using its assets or intellectual property rights;

2.4 To assign to any third party and of its business agreements.

3. In order to ensure the performance of the various operational agreements between Party A and Party B and the payment of the various payables by Party B to Party A, Party B together with the Chairman and the Shareholders hereby jointly agree to accept, from time to time, advice regarding corporate policy advise provided by Party A in connection with company’s daily operations, financial management and the employment and dismissal of the company’s employees.

4. Party B together with the Chairman and the Shareholders hereby jointly agree that the Chairman and the Shareholders shall appoint the person recommended by Party A as the directors of Party B, and Party B shall appoint Party A’s senior managers as Party B’s General Manager, Chief Financial Officer, and other senior officers. If any of the above senior officers leaves or is dismissed by Party A, he or she will lose the qualification to take any position in Party B and Party B shall appoint other senior officers of Party A recommended by Party A to take such position. The person recommended by Party A in accordance with this Article herein should comply with the stipulation on the qualifications of directors, General Manager, Chief Financial Officer, and other senior officers pursuant to applicable law.

5. Party B together with the Chairman and the Shareholders hereby jointly agree and confirm that Party B shall seek the guarantee from Party A first if it needs any guarantee for its performance of any contract or loan of flow capital in the course of operation. In such case, Party A shall have the right but not the obligation to provide the appropriate guarantee to Party B on its own discretion. If Party A decides not to provide such guarantee, Party A shall issue a written notice to Party B immediately and Party B shall seek a guarantee from other third party.

6. In the event that any of the agreements between Party A and Party B terminates or expires, Party A shall have the right but not the obligation to terminate all agreements between Party A and Party B including but not limited to the Services Agreement. 

7. Any amendment and supplement of this Agreement shall be made in writing. The amendment and supplement duly executed by all parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

8. If any clause hereof is judged as invalid or non-enforceable according to applicable laws, such clause shall be deemed invalid only with respect to the affected clauses, and without affecting other clauses hereof in any way.

9. Party B shall not assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A. Party B hereby agrees that Party A may assign its rights and obligations under this Agreement at its discretion and such transfer shall only be subject to a written notice sent to Party B by Party A, and no any further consent from Party B will be required.

10. All parties acknowledge and confirm that any oral or written materials communicated pursuant to this Agreement are confidential documents. All parties shall keep secret of all such documents and not disclose any such documents to any third party without prior written consent (except the written consent of the Shareholders shall not be required) from other parties except under the following conditions: (a) such documents are known or shall be known by the public (excluding the receiving party discloses such documents to the public without authorization); (b) any documents disclosed in accordance with applicable laws or rules or regulations of stock exchange; (c) any documents required to be disclosed by any party to its legal counsel or financial consultant for the purpose of the transaction of this Agreement by any party, and such legal counsel or financial consultant shall also comply with the confidentiality as stated hereof. Any disclosure by employe es or agencies employed by any party shall be deemed the disclosure of such party and such party shall assume the liabilities for its breach of contract pursuant to this Agreement. This Article shall survive termination of this Agreement.

11. This Agreement shall be governed by and construed in accordance with the laws of the PRC.

12. The parties shall strive to settle any dispute arising from the interpretation or performance of this Agreement through friendly consultation. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with its rules of CIETAC. The arbitration proceedings shall take place in Beijing and shall be conducted in Chinese. Any resulting arbitration award shall be final and conclusive and binding upon all the parties.

13. This Agreement shall be executed by a duly authorized representative of each party as of the date first written above and become effective simultaneously.

14. Notwithstanding Article 13 hereof, the parties confirm that this Agreement shall constitute the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous verbal and written agreements and understandings.

15. The term of this agreement is ten (10) years unless early termination occurs in accordance with relevant provisions herein or in any other relevant agreements reached by all parties. This Agreement may be extended only upon Party A’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by the Parties hereto through mutual consultation. During the aforesaid term, if Party A or Party B is terminated at expiration of the operation term (including any extension of such term) or by any other reason, this Agreement shall be terminated upon such termination of such party, unless such party has already assigned its rights and obligations in accordance with Article 9 hereof.

16. This Agreement shall be terminated on the expiration date unless it is renewed in accordance with the relevant provision herein. During the valid term of this Agreement, Party B shall not terminate this Agreement. Notwithstanding the above stipulation, Party A shall have the right to terminate this Agreement at any time by issuing a thirty (30) days prior written notice to Party B.

17. This Agreement has been executed in duplicate originals, each Party has received one (1) duplicate original, and all originals shall be equally valid.

IN WITNESS WHEREOF each party hereto has caused this Agreement duly executed by itself or a duly authorized representative on its behalf as of the date first written above.

PARTY A:

RDX Holdings Limited

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

PARTY B:

Heilongjiang Hairong Science and Technology Development Co Ltd

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

EX-10

Exh. d

EQUITY PLEDGE AGREEMENT

(English Translation)

This Equity Pledge Agreement (hereinafter this “Agreement”) is dated 06/27/2008, and is entered into between RDX Holdings Limited, a company incorporated under the laws of British Virgin Islands (“Pledgee”), and each of the shareholders of Party B listed on Appendix 3 and the signature pages hereto (collectively, the “Pledgors”), a company with joint stock limited liability registered in Harbin, China.

RECITALS

1. The Pledgee, a joint stock limited liability company registered in British Virgin Islands, has been licensed by the British Virgin Islands relevant government authority to carry on the business of business consulting. (except the items not obtained the specified approval).

2.Each Pledgors are the citizens of PRC. The Pledgors collectively own over 100% of the outstanding equity interests of Heilongjiang Hairong Science and Technology Development Co Ltd. (HHSTD).

3. Pledgee and HHSTD executed a Consulting Services Agreement (hereinafter “Consulting Services Agreement” or “Services Agreement”) concurrently herewith, and such agreement has a term of 10 years. Based on this agreement, HHSTD shall pay technical consulting and service fees (hereinafter the “Consulting Services Fees” or “Services Fees”) to Pledgee for offering consulting and related services.

4. In order to ensure that HHSTD will perform its obligations under the Consulting Services Agreement, and the Pledgee can normally collect the Consulting Services Fees from HHSTD, the Pledgors agree to pledge all their equity interest in HHSTD as security for the performance of the obligations of HHSTD under the Consulting Services Agreement and the payment of Consulting Services Fees under such agreement.

NOW THEREFORE, the Pledgee, HHSTD and the Pledgors through mutual negotiations hereby enter into this Agreement based upon the following terms:

1. Definitions and Interpretation. Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

1.1“Pledge” refers to the full content of Section 2 hereunder.

1.2“Equity Interest” refers to all the equity interest in HHSTD legally held by the Pledgors.

1.3“Term of Pledge” refers to the period provided for under Section 3.2 hereunder.

1.4“Event of Default” refers to any event in accordance with Section 7.1 hereunder.

1.5“Notice of Default” refers to the notice of default issued by the Pledgee in accordance with this Agreement.

2. Pledge. The Pledgors agree to pledge their equity interest in HHSTD to the Pledgee (“Pledged Collateral”) as a security for the obligations of HHSTD under the Consulting Services Agreement. Pledge under this Agreement refers to the rights owned by the Pledgee, who shall be entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of the equity interest pledged by the Pledgors to the Pledgee.

3. Term of Pledge.

3.1 The Pledge shall take effect as of the date when the equity interest under this Agreement is recorded in the Register of Shareholder of HHSTD. The term of the Pledge shall be for two (2) years after the obligations under the Consulting Services Agreement will have been fulfilled. The parties agree that, if situations allow, they will use their best efforts to register the pledge with the competent Administration for Industry and Commerce at the registration venue of HHSTD.

3.2 During the term of the Pledge, the Pledgee shall be entitled to vote, control, sell, or dispose of the pledged assets in accordance with this Agreement in the event that Pledgors do not perform their obligation under the Consulting Services Agreement and HHSTD fails to pay exclusive technology consulting service fee in accordance with the Consulting Services Agreement.

4. Physical Possession of Documents.

4.1During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of their certificates representing shares of capital stock of HHSTD (“Share Certificates”) to the Pledgee within one (1) week as of the date of conclusion of this Agreement.

4.2The Pledgee shall be entitled to collect the dividends for the equity interest.

4.3The Pledge under this Agreement will be recorded in the Register of Shareholders of HHSTD.

5. Representation and Warranties of Pledgors.

5.1The Pledgors are the legal owners of the equity interest pledged.

5.2The Pledgors have not pledged the equity interest to any other party, and or the equity interest is not encumbered to any other person except for the Pledgee.

6. Covenants of Pledgors.

6.1During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:

6.1.1Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;

6.1.2Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or

suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;

6.1.3Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.

6.2The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.

6.3The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.

6.4The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.

6.5The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.

7.	Events Of Default.
	7.1	The following events shall be regarded as the events of default:

7.1.1 This Agreement is deemed illegal by a governing authority in the PRC, or the Pledgor is not capable of continuing to perform the obligations herein due to any reason except force majeure;

7.1.2 HHSTD fails to make full payment of the Services Fees as scheduled under the Service Agreement;

7.1.3 A Pledgor makes any material misleading or mistaken representations or warranties under Section 5 herein, and/or the Pledgor breaches any warranties under Section 5 herein;

7.1.4 A Pledgor breaches the covenants under Section 6 herein;

7.1.5 A Pledgor breaches the term or condition herein;

7.1.6 A Pledgor waives the pledged equity interest or transfers or assigns the pledged equity interest without prior written consent from the Pledgee;

7.1.7 HHSTD is incapable of repaying the general debt or other debt;

7.1.8 The property of the Pledgor is adversely affected causing the Pledgee to believe that the capability of the Pledgor to perform the obligations herein is adversely affected;

7.1.9 The successors or agents of the HHSTD are only able to perform a portion of or refuse to perform the payment obligations under the Service Agreement;

7.1.10 The breach of the other terms by action or inaction under this agreement by the Pledgor.

7.2 The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware of or discovers that any event under Section 7.1 herein or any event that may result in the foregoing events has occurred or is likely to occur.

7.3 Unless the event of default under Section 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default occurs or thereafter, may give a written notice of default to the Pledgor and require the Pledgor to immediately make full payment of the outstanding Service Fees under the Service Agreement and other payables or exercise other rights in accordance with Section 8 herein.

8. Exercise of Remedies.

8.1Authorized Action by Secured Party. The Pledgors hereby irrevocably appoint Pledgee the attorney-in-fact of the Pledgors for the purpose of carrying out the security provisions of this Agreement and taking any action and executing any instrument that the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement. If an event of default occurs, or is continuing, Pledgee shall have the right to exercise the following rights and powers:

(a)Collect by legal proceedings or otherwise and endorse, receive and receipt for all payments, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral;

(b)Enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for the Pledged Collateral;

(c)Transfer the Pledged Collateral to its own or its nominee’s name;

(d)Make any compromise or settlement, and take any action it deems advisable, with respect to the Pledged Collateral;

(e)Notify any obligor with respect to any Pledged Collateral to make payment directly to the Pledgee;

 (f) All rights of the Pledgors to exercise the voting and other consensual rights it would otherwise be entitled to exercise without any action or the giving of any notice shall cease, and all such rights shall thereupon become vested in the Pledgee;

(g) All rights of the Pledgors to receive distributions with respect to the Pledged Collateral which it would otherwise be authorized to receive and retain shall cease and all such rights shall thereupon become vested in the Pledgee; and

(h)The Pledgors shall execute and deliver to the Pledgee appropriate instruments as the Pledgee may request in order to permit the Pledgee to exercise the voting and other rights which it may be entitled to exercise and to receive all distributions which it may be entitled to receive.

The Pledgors hereby grant to Pledgee an exclusive, irrevocable power of attorney, with full power and authority in the place and stead of the Pledgors to take all such action permitted under this Section 8.1. Such power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral) by any person, upon the occurrence and continuance of an event of default. Pledgee shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so.

8.2Event of default; Remedies. Upon the occurrence of an event of default, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following:

(a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement;

(b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement;

(c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine;

(d) Terminate this Agreement pursuant to Section 11.

(e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law;

(f) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral;

(g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;

(h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(i) All the rights and remedies of a secured party upon default under applicable law.

8.3The Pledgee shall give a notice of default to the Pledgors when the Pledgee exercises its remedies under this Agreement.

8.4Subject to Section 7.3, the Pledgee may exercise its remedies under this Agreement at any time after the Pledgee gives a notice of default in accordance with Section 7.3 or thereafter.

8.5The Pledgee is entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part of the equity interest pledged herein in accordance with legal procedure until the unpaid Services Fees under the Services Agreement are repaid.

8.6The Pledgor shall not hinder the Pledgee from exercising its rights in accordance with this Agreement and shall give necessary assistance so that the Pledgee may exercise its rights in full.

9. Assignment.

9.1The Pledgors shall not donate or transfer rights and obligations herein without prior consent from the Pledgee.

9.2This Agreement shall be binding upon each of the Pledgors and his, her or its successors and be binding on the Pledgee and his each successor and assignee.

9.3The Pledgee may transfer or assign his all or any rights and obligations under the Service Agreement to any individual specified by it (natural person or legal entity) at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When the Pledgee transfers or assigns the rights and obligations under the Service Agreement, and such transfer shall only be subject to a written notice serviced to Pledgors, and at the request of the Pledgee, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment.

9.4After the Pledgee’s change resulting from the transfer or assignment, the new parties to the pledge shall execute a new pledge contract.

10. Effectiveness and Term. The agreement is effective as of the date first set forth above and from the date when the pledge is recorded on the Register of Shareholders of HHSTD. This Agreement will replace the Original Equity Pledge Agreement upon its effectiveness.

11. Termination. This Agreement shall not be terminated until the service fees under the Consulting Services Agreement are paid off and the Pledgors will not undertake any further obligations under the Service Agreement, and the Pledgee shall cancel or terminate this Agreement within reasonable time as soon as practicable.

12. Formalities, Fees and Other Charges.

12.1The Pledgors shall be responsible for all the fees and actual expenses in relation to this Agreement including but not limited to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with the laws, the Pledgors shall fully indemnify the Pledgee such taxes paid by the Pledgee.

12.2The Pledgors shall be responsible for all the fees (including but not limited to any taxes, formalities fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with disposition of Pledge) incurred by the Pledgors for the reason that the Pledgors fail to pay any payable taxes, fees or charges for other reasons which cause the Pledgee to recourse by any means or ways.

13. Force Majeure.

13.1“Force Majeure,” shall include but not be limited to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, refers to any unforeseen events beyond the party’s reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The affected party by Force Majeure shall notify the other party of such event resulting in exemption promptly.

13.2In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, the affected party will not be responsible for any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by the event of Force Majeure. After occurrence of an event of Force Majeure, when such event or condition ceases to exist, both parties agree to resume the performance of this Agreement with their best efforts.

14. Confidentiality. The parties of this agreement acknowledge and make sure that all the oral and written materials exchanged relating to this contract are confidential. All the parties have to keep them confidential and can not disclose them to any other third party without other parties’ prior written approval, unless: (a) the public know and will know the materials (not because of the disclosure by any contractual party); (b) the disclosed materials are required by laws or stock exchange rules; or (c) materials relating to this transaction are disclosed to parties’ legal consultants or financial advisors, however, who have to keep them confidential as well. Disclosure of confidential information by Employees or hired institutions of the parties is deemed as the act by the parties, therefore, subjecting them to liability.

15. Dispute Resolution.

15.2This Agreement shall be governed by and construed in accordance with the PRC law.

15.3The parties shall strive to settle any dispute arising from the interpretation or performance, or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. Any resulting arbitration award shall be final and binding upon the parties.

16.Notices. Any notice which is given by the parties hereto for the purpose of performing the rights and obligations hereunder shall be in writing. Where such notice is delivered personally, the time of notice is the time when such notice actually reaches the addressee; where such notice is transmitted by facsimile, the notice time is the time when such notice is transmitted. If such notice does not reach the addressee on business date or reaches the addressee after the business time, the next business day following such day is the date of notice. The delivery place is the address first written above of the parties hereto or the address advised in writing including via facsimile from time to time.

17.Entire Contract. All Parties agree that this Agreement constitute the entire agreement of the Parties with respect to the subject matter therein upon its effectiveness and supersedes and replaces all prior oral and/or written agreements and understandings relating to this Agreement.

18.Severability. Any provision of this Agreement which is invalid or unenforceable because of inconsistent with the relevant laws shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.

19.Appendices. The appendices to this Agreement are entire and integral part of this Agreement.

20.Amendment or Supplement.

20.1Parties may amend and supply this Agreement with a written agreement, provided that such amendment shall be duly executed and signed by the Pledgee, HHSTD, and holders of a majority of the shares of HHSTD held by the Pledgors, and such amendment shall thereupon become a part of this Agreement and shall have the same legal effect as this Agreement.

20.2This agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and sealed by the parties hereto.

21.Copies of the Agreement. This Agreement is executed by the Parties in counterparts, each Party holds one counterpart, and each original has the same legal effect.

IN WITNESS WHEREOF each party hereto has caused this Agreement duly executed by itself or a duly authorized representative on its behalf as of the date first written above.

PLEDGEE:

RDX Holdings Limited

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

HHSTD:

Heilongjiang Hairong Science and Technology Development Co Ltd

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

EX-10

Exh . e

OPTION AGREEMENT

(English Translation)

This Option Agreement (this “Agreement”) is entered into as of 06/27/2008 between and among China between RDX Holdings Limited, a company incorporated under the laws of British Virgin Islands (Party A), located at Unit A, 21/F, 128 Wellington Street, Central Hong Kong, and Heilongjiang Hairong Science and Technology Development Co Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No.20, Gan Shui Road, Development Zone, Xiangfang District Harbin city, Heilongjiang province, China (150096), Mr. Qiang Fu, chairman and shareholder of Party B (“Chairman”), and each of the shareholders of Party B listed on Appendix 1 of this Agreement (the “Shareholders”). In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the & #147;Parties” and each of them is referred to as a “Party.”

RECITALS

A. Party A is a company incorporated in British Virgin Islands under the laws of the British Virgin islands, which has the expertise in business consulting;

B. Party B is an IT, business consulting, and culture development company with limited liability duly incorporated in Harbin, China;

C. The Chairman and the Shareholders are shareholders of Party B. The Chairman and the Shareholders collectively own more than 100% of the outstanding equity interest in Party B (each, an “Equity Interest” and collectively the “Equity Interest”);

D. A series of agreements such as the Consulting Services Agreement (the “Service Agreement”) have been entered into between Party A and Party B concurrently with this Agreement;

E. An Equity Pledge Agreement (the “Equity Pledge Agreement”) has been entered into by the Parties concurrently herewith;

F. The Parties are entering into this Option Agreement in conjunction with the Pledge Agreement, Consulting Services Agreement and related agreements.

NOW, THEREFORE, the Parties to this Agreement hereby agree as follows:

1. Option Grant 

1.1 Grant of Rights. The Chairman and the Shareholders (hereafter collectively referred to as the “Transferor”) hereby irrevocably grants to Party A an option to purchase or cause any person designated by Party A (“Designated Persons”) to purchase, to the extent permitted under PRC Law, according to the steps determined by Party A, at the price specified in Section 1.3 of this Agreement, at any time from the Transferor a portion or all of the equity interests held by Transferor in Party B (the “Option”). No option or similar right shall be granted by Transferor to any third party other than Party A and/or the Designated Persons. Party B hereby agrees to the granting of the Option by The Chairman and the Shareholders to Party A and/or the Designated Persons. The “person” set forth in this clause and this Agreement means an individual, corporation, joint venture, partnership, enterprise, trust or a non-corporation organization.

1.2 Exercise of Rights. According to the stipulations of PRC laws and regulations, Party A and/or the Designated Persons may exercise Option by issuing a written notice (the “Notice”) to the Transferor and specifying the equity interest purchased from Transferor (the “Purchased Equity Interest”) and the manner of purchase.

1.3 Purchase Price.

1.3.1 For Party A to exercise the Option, the purchase price of the Purchased Equity Interest (“Purchase Price”) shall be equal to the original paid-in price of the Purchased Equity Interest by the Transferor, unless the applicable PRC laws and regulations require appraisal of the equity interests or stipulate other restrictions on the purchase price of equity interests.

1.3.2   If the applicable PRC laws require appraisal of the equity interests or stipulates other restrictions on the purchase price of the Equity Interest at the time that Party A exercise the Option, the Parties agree that the Purchase Price shall be set at the lowest price permissible under the applicable laws.

1.4 Transfer of the Purchased Equity Interest. Upon each exercise of the Option rights under this Agreement:

1.4.1 Party B shall convene a shareholders’ meeting upon request by the Transferor, and Transferor agrees to call such meeting. During the meeting, resolutions shall be proposed, approving the transfer of the appropriate Equity Interest to Party A and/or the Designated Persons;

1.4.2 The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest purchase agreement in a form reasonably acceptable to Party A, with Party A and/or the Designated Persons (as applicable);

1.4.3 The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons, and cause Party A and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this clause and 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 interest created under the Equity Pledge Agreement.

1.5 Payment. The payment of the Purchase Price shall be determined by the consultation of Party A and/or the Designated Persons with the Transferor according to the applicable laws at the time of exercise of the Option.

2. Promises Relating Equity Interest.  

2.1 Promises Related to Party B. Party B, the Chairman and the Shareholders hereby promise:

2.1.1 Without prior written consent by Party A, not, in any form, to supplement, change or renew the Articles of Association of Party B, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital in any other forms;

2.1.2 According to customary fiduciary standards applicable to managers with respect to corporations and their shareholders, to maintain the existence of the corporation, prudently and effectively operate the business;

2.1.3 Without prior written consent by Party A, not, upon the execution of this Agreement, to sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income of Party B, or encumber or approve any encumbrance or imposition of any security interest on Party A’s assets;

2.1.4 Without prior written notice by Party A, not issue or provide any guarantee or permit the existence of any debt, other than (i) the debt arising from normal or daily business but not from borrowing; and (ii) the debt disclosed to Party A and obtained the written consent from Party A;

2.1.5 To normally operate all business to maintain the asset value of Party B, without taking any action or failing to take any action that would result in a material adverse effect on the business or asset value of Party B;

2.1.6 Without prior written consent by Party A, not to enter into any material agreement, other than agreements in the ordinary course of business (for purposes of this paragraph, if the amount of the Agreement involves an amount that exceeds a hundred thousand Yuan (RMB 100,000) the agreement shall be deemed material);

2.1.7 Without prior written consent by Party A, not to provide loan or credit loan to any others;

2.1.8 Upon the request of Party A, to provide all materials of operation and finance relevant to Party B to the extent they are in possession of such materials;

2.1.9 Purchase and hold insurance from an insurance company acceptable to Party A, and the insurance amount and category shall be the same with those held by the companies in the same industry or field, operating the similar business and owning the similar properties and assets as Party B;

2.1.10 Without prior written consent by Party A, not to cause Party B to merge or associate with any person, or acquire or invest in any person;

2.1.11 To notify Party A of the occurrence or the potential occurrence of the litigation, arbitration or administrative procedure related to the assets, business and income of Party B;

2.1.12 To cause Party B to maintain and preserve its assets, and to execute all requisite or appropriate documents, take all requisite or appropriate actions, and pursue all appropriate claims, or make requisite or appropriate pleas for all claims;

2.1.13 Without prior written notice by Party A, not to assign equity interests to shareholders in any form; however, Party A shall distribute all or part of its distributable profits to their own shareholders upon request by Party A;

2.1.14 According to the request of Party A, to appoint any person designated by Party A to be the directors of Party B.

2.2 Promises Related to Transferor. The Chairman and the Shareholders hereby promise:

2.2.1 Without prior written consent by Party A, not, upon the execution of this Agreement, to sell, transfer, mortgage or dispose in any other form any legitimate or beneficial interest of equity interest, or to approve any other security interest set on it, with the exception of the pledge set on the equity interest of the Transferor subject to Equity Pledge Agreement;

2.2.2 Without the prior written notice by Party A, not to decide or support or execute any shareholder resolution at any shareholder meeting of Party B that approves any sale, transfer, mortgage or dispose of any legitimate or beneficial interest of equity interest, or allows any other security interest set on it, other than the pledge on the equity interests of Transferor pursuant to Equity Pledge Agreement;

2.2.3 Without prior written notice by Party A, the Parties shall not agree or support or execute any shareholder resolution at any shareholder meeting of Party B that approves Party B’s merger or association with any person, acquisition of any person or investment in any person;

2.2.4 To notify Party A the occurrence or the potential occurrence of the litigation, arbitration or administrative procedure related to the equity interest owned by them;

2.2.5 To cause the Board of Directors of Party B to approve the transfer of the Purchased Equity Interest subject to this Agreement;

2.2.6 In order to keep its ownership of the equity interest, to execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defend against fall claims of compensation;

2.2.7 Upon the request of Party A, to appoint any person designated by Party A to be the directors of Party B;

2.2.8 Upon the request of Party A at any time, to transfer its Equity Interest immediately to the representative designated by Party A unconditionally at any time and abandon its prior right of first refusal of such equity interest transferring to another available shareholder;

2.2.9 To prudently comply with the provisions of this Agreement and other Agreements entered into collectively or respectively by the Transferor, Party B and Party A and perform all obligations under these Agreements, without taking any action or any nonfeasance that sufficiently affects the validity and enforceability of these Agreements;

3. Representations and Warranties. As of the execution date of this Agreement and every transferring date, Party B, the Chairman and the Shareholders hereby jointly and severally represent and warrant collectively and respectively to Party A as follows:

3.1 It has the power and ability to enter into and deliver this Agreement, and any equity interest transferring Agreement (“Transferring Agreement,” respectively) having it as a party, for every single transfer of the Purchased Equity Interest according to this Agreement, and to perform its obligations under this Agreement and any Transferring Agreement. Upon execution, this Agreement and the Transferring Agreements having it as a party will constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms;

3.2 To its knowledge and without independent verification, the execution, delivery of this Agreement and any Transferring Agreement and performance of the obligations under this Agreement and any Transferring Agreement will not: (i) cause to violate any relevant laws and regulations of PRC; (ii) constitute a conflict with its Articles of Association or other organizational documents (if an entity); (iii) cause to breach any Agreement or instruments to which it is a party or having binding obligation on it, or constitute the breach under any Agreement or instruments to which it is a party or having binding obligation on it; (iv) cause to violate relevant authorization of any consent or approval to it and/or any continuing valid condition; or (v) cause any consent or approval authorized to it to be suspended, removed, or into which other requests be added;

3.3 The shares of Party B are transferable, and Party B has not permitted or caused any security interest to be imposed upon the shares of Party B.

3.4 Party B does not have any unpaid debt, other than (i) debt arising from its normal business; and (ii) debt disclosed to Party A and obtained by written consent of Party A;

3.5 Party B has complied with all PRC laws and regulations applicable to the acquisition of assets and securities in connection with this Agreement;

3.6 No litigation, arbitration or administrative procedure relevant to the Equity Interests and assets of Party B or Party B itself is in process or to be settled and the Parties have no knowledge of any pending or threatened claim;

3.7 The Transferor bears the fair and salable ownership of its Equity Interest free of encumbrances of any kind, other than the security interest pursuant to the Equity Pledge Agreement.

4. Assignment of Agreement 

4.1 Party B, the Chairman and the Shareholders shall not transfer their rights and obligations under this Agreement to any third party without the prior written consent of the Party A.

4.2 Party B, the Chairman and the Shareholders hereby agree that Party A shall be able to transfer all of its rights and obligation under this Agreement to any third party with its needs, and such transfer shall only be subject to a written notice sent to Party B, the Chairman and the Shareholders by Party A, and no any further consent from Party B, the Chairman and the Shareholders will be required.

5. Effective Date and Term 

5.1 This Agreement shall be effective as of the date first set forth above.

5.2 The term of this Agreement is ten (10) years unless the early termination in accordance with this Agreement or other terms of the relevant agreements stipulated by the Parties. This Agreement may be extended according to the written consent of Party A before the expiration of this Agreement. The term of extension will be decided unanimously through mutual agreement of the Parties.

5.3 If Party A or Party B terminates by the expiration of its operating period (including any extended period) or other causes in the term set forth in Section 5.2, this Agreement shall be terminated simultaneously, except Party A has transferred its rights and obligations in accordance with Section 4.2 of this Agreement.

6. Applicable Law and Dispute Resolution

6.1 Applicable Law. The execution, validity, construing and performance of this Agreement and the resolution of disputes under this Agreement shall be governed by the laws of PRC.

6.2 Dispute Resolution. The parties shall strive to settle any dispute arising from the interpretation or performance in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after such dispute is raised, each party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its rules. Arbitration shall take place in Beijing and the proceedings shall be conducted in Chinese. Any resulting arbitration award shall be final conclusive and binding upon both parties.

7. Taxes and Expenses. Each Party shall, according to the PRC laws, bear any and all registering taxes, costs and expenses for equity transfer arising from the preparation and execution of this Agreement and all Transferring Agreements, and the completion of the transactions under this Agreement and all Transferring Agreements.

8. Notices. Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of relevant each party or both parties set forth below or other address of the party or of the other addressees specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10^th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4^th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimil e transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

Party A:	Harbin ZhongQiang Power-Tech Co., Ltd
Address:	No.1 Weiyou Road, Economy and Technology Development zone, Shuangcheng City, Heilongjiang Province, China (150100)
Fax:	86-451-53116419
Phone:	86-451-53118471
Party B:	Heilongjiang ZhongQiang Power-Tech Co., Ltd.

Address:
Fax:	86-451-53116419
Phone:	86-451-53118471
Chairman:	To the address printed on the signature page hereto.
Shareholders:	To the respective addresses printed on the signature pages hereto.

9. Confidentiality. The Parties acknowledge and confirm any oral or written materials exchanged by the Parties in connection with this Agreement are confidential. The Parties shall maintain the secrecy and confidentiality of all such materials. Without the written approval by the other Parties (except that written approval of the Shareholders shall not be required), any Party shall not disclose to any third party any relevant materials, but the following circumstances shall be excluded:

9.1 The materials that is known or may be known by the general public (but not include the materials disclosed by each party receiving the materials);

9.2 The materials required to be disclosed subject to the applicable laws or the rules or provisions of stock exchange; or

9.3 The materials 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. The disclosure of the confidential materials by staff or employed institution of any Party shall be deemed as the disclosure of such materials by such Party, and such Party shall bear the liabilities for breaching the contract. This clause shall survive whatever this Agreement is invalid, amended, revoked, terminated or unable to implement by any reason.

10. Further Warranties. The Parties agree to promptly execute documents reasonably required to perform the provisions and the aim of this Agreement or documents beneficial to it, and to take actions reasonably required to perform the provisions and the aim of this Agreement or actions beneficial to it.

11. Miscellaneous.

11.1 Amendment, Modification and Supplement. Any amendment and supplement to this Agreement shall only be effective is made by the Parties in writing.

11.2 Entire Agreement. Notwithstanding the Article 5 of this Agreement, the Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supercede and replace all prior or contemporaneous agreements and understandings in verb or/and in writing.

11.3 Severability. If any provision of this Agreement is judged as invalid or non-enforceable according to relevant Laws, the provision shall be deemed invalid only within the applicable laws and regulations of the PRC, and the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall, through fairly consultation, replace those invalid, illegal or non-enforceable provisions with valid provisions that may bring the similar economic effects with the effects caused by those invalid, illegal or non-enforceable provisions.

11.4 Headings. The headings contained in this Agreement are for the convenience of reference only and shall not affect the interpretation, explanation or in any other way the meaning of the provisions of this Agreement.

11.5 Language and Copies. This Agreement has been executed in Chinese in duplicate originals; each Party holds one (1) original and each duplicate original shall have the same legal effect.

11.6 Successor. This Agreement shall bind and benefit the successor of each Party and the transferee allowed by each Party.

11.7 Survival. Any obligation taking place or at term hereof prior to the end or termination ahead of the end of this Agreement shall continue in force and effect notwithstanding the occurrence of the end or termination ahead of the end of the Agreement. Article 6, Article 8, Article 9 and Section 11.7 hereof shall continue in force and effect after the termination of this Agreement.

11.8 Waiver. Any Party may waive the terms and conditions of this Agreement in writing with the signature of the Parties. Any waiver by a Party to the breach by other Parties within certain situation shall not be construed as a waiver to any similar breach by other Parties within other situations.

IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

PARTY A:

RDX Holdings Limited

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

PARTY B:

Heilongjiang Hairong Science and Technology Development Co Ltd

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

EX-10

Exh. f

PROXY AGREEMENT

(English Translation)

This Proxy Agreement (the “Agreement”) is entered into as of 06/27/2008 between RDX Holdings Limited, a company incorporated under the laws of British Virgin Islands, (“Party A” or “Proxy Holder”), and Heilongjiang Hairong Science and Technology Development Co Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No.20, Gan Shui Road, Development Zone, Xiangfang District Harbin city, Heilongjiang province, China (150096),., (“Party B”), Mr. Qiang Fu, chairman and shareholder of Party B (“Chairman”), and each of the parties listed on Appendix 1 of this Agreement (“Shareholders”). In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the “Parties” and eac h of them is referred to as a “Party”.

RECITALS

A. The Chairman and the Shareholders hold a majority of the outstanding shares of Heilongjiang Hairong Science and Technology Development Co Ltd, a company with joint stock limited liability organized under the laws of the PRC (the “Company”);

B. The Chairman and each of the Shareholders are willing to entrust the person designated by the Proxy Holder with their voting rights (with respect to shares held by each such party) without any limitations, at any shareholder meeting of the Company.

NOW THEREFORE, the parties agree as follows:

1. The Chairman hereby agrees to irrevocably grant the person designated by the Proxy Holder with the right to exercise his shareholder voting rights and other shareholder right, including the attendance at and the voting of such shares at the shareholder’s meeting of Company (or by written consent in lieu of a meeting) in accordance with applicable laws and its Article of Association, including but not limited to the rights to sell or transfer all or any of his equity interests of the Company, and appoint and vote the directors and Chairman as the authorized representative of the shareholders of Company.

2. The Proxy Holder agrees to designate the person who accepts the authority granted by the Chairman pursuant to the Article 1 of this Agreement, and the designated person shall represent the Chairman to exercise the Chairman’s shareholder voting rights and other shareholder rights pursuant to this Agreement.

3. Each Shareholder hereby agrees to irrevocably grant the person designated by the Proxy Holder with the right to exercise his, her or its shareholder voting rights and other shareholder right, including the attendance at and the voting of such shares at the shareholder’s meeting of Company (or by written consent in lieu of a meeting) in accordance with applicable laws and its Articles of Association, including but not limited to the rights to sell or transfer all or any of his equity interests of the Company, and appoint and vote the directors and the Chairman as the authorized representative of the shareholders of Company.

4. The Proxy Holder agrees to designate the person who accepts the authority granted by the Shareholders hereunder pursuant to the Article 1 of this Agreement, and the designated person shall represent the Shareholders to exercise the Shareholders’ voting rights and other shareholder rights pursuant to this Agreement.

5. The Chairman and the Shareholders hereby acknowledge that, whatever any change with the equity interests of Company, they shall both entrust the person designated by the Proxy Holder with all shareholder’s voting rights and all the rights of shareholders; if the Chairman and the Shareholders transfer their equity interests of Company to any individual or company, the Proxy Holder, or the individuals or entities designated by the Proxy Holder (the “Transferee”), they shall compel and assure that such Transferee sign an agreement with the same terms and conditions of this Agreement granting the Proxy Holder the shareholder rights of Transferee.

6. The Chairman and the Shareholders hereby acknowledge that the obligations of the Chairman and the Shareholders under this Agreement are separate, and if one such party shall no longer be a shareholder of the Company, the obligations of the other party shall remain intact.

7. The Chairman and the Shareholders hereby acknowledge that if the Proxy Holder withdraws the appointment of the relevant person, the Proxy Holder will withdraw the appointment and authorization to this person and authorize other persons, in substitution, designated by the Proxy Holder for exercising shareholder voting rights and other rights of themselves at the shareholder meetings of the Company.

8. This Agreement has been duly executed by the parties’ authorized representatives as of the date first set forth above and shall be effective simultaneously.

9. The effective term shall be ten (10) years and may be extended by the written agreement among the Parties upon the expiration of this Agreement.

10. Any amendment and/or rescission shall be agreed by the Parties in writing.

IN WITNESS WHEREOF each party hereto have caused this Proxy Agreement to be duly executed by itself or a duly authorized representative on its behalf as of the date first written above.

PARTY A:

RDX Holdings Limited

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman

PARTY B:

Heilongjiang Hairong Science and Technology Development Co Ltd

By: /s/ Qiang Fu

Name: Qiang Fu

Title: Chairman