2011 Providing comprehensive services and investment capital for China enterprises. CONFIDENTIAL – NOT FOR DISTRIBUTION .

2011

Providing comprehensive services and investment capital for China enterprises.

CONFIDENTIAL – NOT FOR DISTRIBUTION

www.genesisipo.com

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IntroductionGlobal Investment

Genesis Global Capital has been established to invest in proprietary opportunities with profitable growth companies in China.

Genesis is a business development and marketing firm that specializes in investing and providing a turn-key solution for Chinese small and mid-sized companies desiring to be publicly listed in Western markets.

We arrange investment of $3 to $50 million USD for company development and listing on US exchanges.

Genesis Global Capital, LLC are located in Miami, Dallas and Qingdao. Genesis represents a collection of specialists with expertise in all facets of public listings, equity and debt financing and after market support for emerging growth companies.

Since 1999, Genesis management is responsible for more than $800 million USD investment in Chinese companies alone.

Our management team has been retained by more than 500 public companies for investor relations programs, market awareness campaigns, merger and acquisition strategy and to develop fundraising initiatives.

Genesis core business is to take private Chinese companies public on U.S. and other non-Chinese stock markets

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Genesis Global Capital

Genesis invests its own capital, resources and management team to help structure, and market our partner client in the United States and abroad.

Our Company’s core competency is sourcing public merger and acquisitions opportunities for our contract clients. Genesis teams with Chinese companies as both an investor and partner.

We provide the marketing strategy, counsel, and plans to support our clients’ business, financial, and marketing goals. We work closely with top management to define strategy and business models to develop effective tactics to support business development in the United States.

Genesis has a strong background in marketing, corporate finance, accounting, manufacturing, research and development, and industrial engineering in areas relevant to the specific product lines and geographic markets addressed by its operations.

The single most important goal of the newly merged public company is to create value for its shareholders and investors. Additionally, the Genesis mission is to combine energies with our partner and raise significant capital for the operations and the advancement of the new public company to become a global brand.

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Genesis Global CapitalSimple Proven Strategy

Our ObjectivesPublicly List Chinese Companies in the US, creating a new publicly traded

OTCBB company, AMEX, or NASDAQ.

Raise capital for the newly merged public company; Obtain an equity or alternative investment $3 MM USD to $50 MM USD to accelerate the growth and expansion of the Company globally.

Establish additional strategic relationships with manufacturers and distributors in the subsidiary’s industry sector.

Represent the day-to-day US operations for your our partner client by filing public reports, conducting corporate communications with institutional and individual shareholders.

Maintain all Public Relations duties and garner new business for the Chinese company.

Increase companies valuation and market cap through broad based marketing Introductions to independent research firms.

Assistance with development of effective investor relations campaign.

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The Critical Criteria Companies must meet our minimum suitability criteria.

Competitive profile and regulatory nature of client’s industry and solid performance of equity securities issued by similar public companies in the same industry.

Trailing 12-month revenue of $20 million or more and Current shareholders’ equity of $5 million or more.

Annual growth in revenues and earnings of 20% or more during the past 2 years, growth and market potential.

People and management with solid education, experience and track records of success managing companies. Credible CEO and CFO who understand job of being public.

Liquidity, financial strength and operating results and Net Income of at least $3 million in the past 12 months.

Audited balance sheets for the two most recent fiscal years and audited income and cash flow statements for the three most recent fiscal years.

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US Public Markets Why go Public?

Going public can unlock the value of a private company.  The marketvalue of a public company is often substantially higher than a private companywith the same structure and the same industry. Typically, a public company can carry ten times the value of a private enterprise.

BenefitsImproved Shareholder LiquidityHigher Company Valuation Acquisition Growth using Company Stock Greater Access to Capital Markets Employee Stock Incentive PlansOff Shore Stock HoldingsGreater Prestige with Your Clients and SuppliersAccess to the Most Liquid Market in the World

DisadvantagesBusiness Disclosure RequirementsEnergy and Cost Associated with Investor RelationsRegulatory Compliance Creates Exposure to Liability

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Creating Stockholder Value Through P/E Multiple Expansion

Our mission is to create substantial, incremental stockholder value for emerging growth companies by taking them public. This P/E multiple expansion occurs over

time and is generally achieved once a company is listed on NASDAQ.

Better ValuationsPrivate Company Seeking Public Listing

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The market for micro-cap IPOs (where under $25 million of new capital is raised) has been virtually shut since 2000.

During the last few years, the combination of a reverse merger and private placement (PIPE) has filled the IPO void — and Genesis has been at the forefront of this market trend. We typically raise $3-50 million in a PIPE contemporaneous with a going public transaction and act as either a lead or co-manager.

Unlike other placement agents, we generally set terms with the issuer before going to market (as opposed to soliciting term sheets from potential lead investors). We conduct 2-3 week road shows, including several days in Europe and the US. Investors in Genesis PIPEs are typically hedge funds (90%) and high net worth individuals (10%). From the time we have a private placement memorandum in hand, it typically takes 4-6 weeks (including the time on the road) to complete the PIPE.

Investing and Capital RaiseAccess to US Capital

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PortfolioGlobal Reach

For over a decade the Genesis team has been a dedicated asset to over 500 US public companies for investor relations programs, market awareness campaigns, merger and acquisition strategy or develop fund raising initiatives. Our folio continues to grow as we expand our global network.

Agfeed IndustriesPluristem Life SystemsAmeriChip International Jiangbo PharmaceuticalsACRA Biopharma IncDragon InternationalViragen BiotechnologySunwin PharmaceuitcalsChina Wind SystemsInnova TechnologiesEmpire China Cement

Renhuang PharmaceuticalsHollis-Eden PharmaceuticalsAltus Pharmaceuticals China Redstone GroupLeapfrog Smart ProductsSky Star Bio PharmaceuticalsChina Direct Yasheng GroupLotus PharmaceuticalsAccentia BiopharmaceuticalsChina Biotics

Shiner InternationalChina American HoldingsGenesis Technology GroupAgronix Inc. Biovest InternationalChina Organic AgricultureChina TechFaith WirelessCard Activation Technologies Enviro Voraxial TechnologySmartheatTelecom Communications

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About Genesis Former Chinese Listing Projects

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Return on InvestmentInstitutional Investors /Pre IPO

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Key Investment Sectors

Agriculture Autos & Parts Bio-medics Building Supply Business Products Basic MaterialsChemicals Computers ConstructionDrugs Electronics Utilities/Electric Foods/Beverages Forest Products/Paper Gaming Utilities/Gas Healthcare Household Goods Internet/Leisure Machinery and Tools MediaEntertainment Metals Non-Ferrous Oil/Oil Services Precious Metals Protection Restaurants Safety Equipment Real Estate Retailing Semiconductors Software Steel/Iron Technology Telecommunication Textiles/Apparel Tourism Transports Waste Management

Sector Proven

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What it Means to be a Public Company?

Commitment to shareholders to corporate governance. Outside Directors

Full Disclosure

Commitment to work to create liquidity and a broader ownership

of the stock. Investor Relations Research Quarterly conference calls Transparency Speaking at conferences

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Defined Roles of both Partners

What is Required of Genesis? Finance the Listing Process Work with Chinese company to manage the process

(lawyers and accountants). Help Chinese company position the company’s “story” so

that it

appeals to international investors. Market the transaction to US investors; Arrange investment Help US investors do due diligence. Ensure that transaction closes timely.

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Defined Roles of both Partners

Organize company for public offering and listing. Ability to audit financial statements per US GAAP. Business plan with 5 year projections (developed with Genesis). Legal assistance Commit to corporate governance and transparency required by international

investors.

Finance the Listing Process Work with Chinese company to manage the process (lawyers and accountants). Help Chinese company position the company’s “story” so that it

appeals to international investors. Market the transaction to US investors; Arrange investment Help US investors do due diligence. Ensure that transaction closes timely.

Role of GGC

Role of Client

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Completed Deal Case Study-Timeline:

4. U.S. Audit

5. Legal Review6. Company Re-organization

7. Acquired U.S. shell

8. Stock Exchange Agreement9. Super 8-K

10. Closed $5mm financing

1. Engaged by Chinese Company

2. Pre-Audit

3. Pre-legal

*Research Client for 1 year

*File for NASDAQ

*US Listed Company

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China ListingMerger Technique

USA Company Public Shell

Step 1 CHINA COMPANY

Step 2 NEW CHINA COMPANY

Step 3 CAYMAN COMPANY

Step 4 BVI COMPANY

China Company is now a US

listing!

BVI Acquires 100% Cayman

BVI Mergers into US Public

Company

Cayman Island Establishes 100%

New China Co.

New Company Established

China Co exchange profit contracts with New China Co.

This company is a WOFE

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Completed Deal Case Study:China Redstone Group

1. In 2008 Genesis met Redstone CEO Mr. Yiyou Ran who agreed to engage with Genesis’s subsidiary GPC in the Private-to-Public Process.

2. Genesis engaged a local Chinese PCAOB qualified CPA to conduct a pre-audit.

Organize the partner company so it is GAAP-compliantOrganize company’s records so they are ready for full auditIdentify any other issues that might impede the PPP process

3. Genesis engaged both a U.S.-based and a China-based law firm to conduct “pre-legal” preparation and assessment prior to full legal review.

• Upon satisfactory completion of pre-audit, Genesis selected and engaged a U.S. auditor with a strong presence in China.

• Auditor, equipped with specialized knowledge of Chinese accounting practices, prepared fully audited financial statements consistent with U.S. accounting principles. Chinese firm addressed all the legal issues related to transferring ownership of assets to an overseas entity with the CSRC (China’s equivalent of the SEC)

While audit was ongoing, full legal review commencedU.S. law firm addressed these same legal issues with the SEC

Genesis’s private-to-public process unlocked tremendous value for China Redstone!

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Completed Deal Case Study:China Redstone Group

6. On advice of attorneys, Redstones’ shareholder structure was

reorganized to to comply with SEC requirements.

7. Genesis, working with the U.S. law firm, acquired a suitable U.S. OTCBB shell

for the purpose of taking Redstone public. Acquisition of shell was completed after rigorous due diligence

8. Genesis explored potential funding sources to provide capital for Redstones’

ongoing operations, to be invested in the public entity.

9. Stock exchange agreement was signed, swapping shares between the private

corporation and the public shell, thus effecting completion of a reverse- merger.

10. Within 4 days of execution of the stock exchange agreement, the newly public

Redstone filed a “Super 8-K” with the SEC, thus completing the public-to private

process and allowing it to trade publicly.

11. Genesis continued its support of Redstones’ financial operations by lining up

market makers to begin trading the new Redstone stock.

12. Closing of $5 million financing; Redstone is in process of second round of $20

MM USD, acquisition and has filed for NASDAQ application.

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About Genesis Due Diligence and Underwriting Process

Initial Investigation

Investment Assessment

Underwriting & Due Diligence

Investment Review and Approval

Documents Negotiated / Finalized

Pre-Close Process

Close / Fund

Post Investment Management

Exit / Harvesting

Management AnalysisAnalysis of OpportunityAnalysis of SituationCommercial Value Assessment

Review historical financialsValidate ProjectionsAssess Financing StructureAssessment of Project Timing & RecoupmentReview Market Comparables

Financial AuditReference ChecksBackground ChecksLegal Diligence

ChecklistFinalize Due DiligenceFinalize Operating and Marketing Plan with Management with

MilestonesAgreement on ReportingProactive Outline of Genesis’ role in the ongoing execution and

monitoring of investment

Active involvement in marketing process and key decisionsVigilant monitoring of covenants and control features

Investment RecoupmentSale of Assets

Pass

Pass

Pass

Pass

Pass

Pass

Term Sheet Offered / NegotiatedPass

Potential Investment Identified

Initial Due DiligencePass

Market Trends / CompetitionInvestment ReturnsInvestment RisksDownside Protection & Exit Possibilities

Fits Criteria & Strategy

Initial Information Gathering-- Review of legal contracts and agreements, chain of title, etc.

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Develop capital markets strategy with private company.

Coordinate Legal, Auditing and Accounting Process in US and China

Coordinate and oversee Public Listing in the US

Identify and evaluate various financing alternatives

Provide loan financing, as required and review private company

Assist with coordination of road show and private placement memorandum or prospectus

Prepare financials, quarterly and annual reports.

Situation analysis and monitoring

Investor and analyst outreach

Press release and investor presentation preparation

Investor surveys

Communications related to placement of securities

Corporate governance advice

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Services with real value

Executive Overview

We develop and manage business growth programs for Chinese corporations that are based on our strategic insights, reflecting our experience in business, finance, economics, politics, government, media, and public relations.

Genesis provides strategy and execution services to Chinese clients and partners, who believe that penetrating US markets is critical to achieving their core operating and financial objectives.

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About GenesisGenesis’s Investment Team - United States

United States -- Deal Structuring and Execution

Kenneth Clinton, CEO. Chief Executive Officer has been totally reliant on China as a source of income and inspiration for 13 years. Clinton oversees client development, structuring and deal execution. Clinton originates new investments and manages all listing and investment activities. He has assisted over 50 Chinese companies penetrate US markets, as well as help several state-owned companies undergo management buyout programs. He has served as an advisor to over 30 global companies, including Disney, China Infrastructure Investment Corporation (CIIC), Shanghai Technology Stock Exchange (STSE), SVA Group, Focus Media, Electronic Data Systems (EDS), Dynegy Energy and Motorola. He served as the first non-Chinese member of the World Trade Center (Jiangsu Province), was elected to the board of directors of one of China's largest public companies and served as president of a Chinese manufacturing joint venture with over 3,000 employees. He received a Bachelor’s degree in Public Relations from Texas Tech University and also studied economics at the King’s College London. He has been the featured speaker on the topic of the China before numerous groups in over 20 countries.

Tom Tong, Counsel. Before co-founding this firm, Mr. Tong spent six years with Locke Liddell & Sapp, where he developed a successful China practice for the firm utilizing his bilingual and bi-cultural skills. Tom regularly represents U.S. and Chinese companies in both inbound and outbound transactions and dispute resolution matters. Tom is licensed in the State of Texas. He is currently a Council Member of the International Law Section of the Houston Bar Association, and serves on the board of the Houston Asian American Bar Association and the Chinese Association of Professionals in Science and Technology.

Genesis’s investment team has a strong combination of:

China-based operating, consulting and fund-raising experience.

investment management and private equity expertise, and

a strong track record of backing superior management teams.

About GenesisGenesis’s Investment Team - United States

United States --

Ray Hsu, Chief Technical Officer. Mr. Hsu has over 15 years of professional experience leading high-growth companies to create successful software products and solutions. He earned an MS in Computer Science from the Georgia Institute of Technology and graduated Summa Cum Laude with a BS in Computer Science Engineering from the University of Texas at Arlington. Mr. Hsu is currently the Vice President of Solution Delivery and founding member of @hand Corporation, a leading provider of Enterprise Field Mobility Systems for Fortune 500 Energy Services Companies and U.S. Federal Government agencies. Prior to @hand, Mr. Hsu was a key member of the LabVIEW development team at National Instruments where he became the sole inventor of two U.S. patents in the areas of graphical data representation and differencing. Kenneth Clinton, Director.

Dr. Ian Ashley, Director. Dr. Ashley graduated Summa Cum Laude with degrees in Chemistry and Biochemistry from Oberlin College before graduating from Baylor College of Medicine in Houston, Texas in 1996. Previously he worked for Merck & Co. in Research and Development with focus on hypertension and calcium channel blockers. He is ABEM Board Certified in Emergency Medicine after finishing a residency in Emergency Medicine at Loma Linda University Medical Center in Southern California. He currently serves as Attending Physician at Providence Hospital in Waco, Texas. Dr. Ashley serves as a Director of Lotus Pharmaceuticals Inc. Dr. Ashley has pharmaceutical industry expertise with increasing responsibility for all aspects of product development including global clinical development plans, clinical and medical operations, regulatory affairs, and post approval clinical marketing support.

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About GenesisGenesis’s Investment Team - United States

China-- Deal Structuring and Execution

Dr. Jifu Wang, President. Dr. Wang is former Chairman for the Department of Management and Marketing from 2006 to 2008 and the Interim Dean in the business school at the University of Houston, Victoria in 2009.  He served as an executive in top management teams for several group companies in China's Shenzhen Special Economic Zone and has rich management experiences in international business from 1991 to 1998.  His research interest includes global strategy and organizational change, and he has published more than 30 referred articles, a book and several book chapters in global strategy with focus on core competence and capable organizations. He obtained MS-HRM and Ph.D. of Management in Strategy from Auburn University in 1997 and 2001. He also obtained MBA from Emporia State University in 1997. He speaks fluent Chinese and English at Professional translator level.

Michael Wang, CFO. Wang is CFO and CPA Licensed (Texas). Formerly the Chief Financial Officer of SNIF LABS INC., in Boston, MA and Shenzen.  SNIF Labs was an active radio frequency identification (RFID) technology products.   In addition, he served as special consultant to the CEO at JTec, Inc, a software start-up based in Beijing.  He was formerly an auditor with Ernst and Young, in Houston. He began her career as a financial analyst with Arthur Anderson in Houston.  He is a 2007 graduate of the Tuck School of Business at Dartmouth with an M.B.A. and a 2001 graduate of University of Texas with a Masters in Accounting. He is a CFA Level II candidate and fluent in Mandarin Chinese.

Su Xiaojun, Chinese Counsel. Xiaojun is a graduate of Southwest University of Political Science and Law with LL.B. and LL.M. degrees respectively. He is a partner in GUANGXIAN with both civil engineering and legal translator’s experience. Since beginning his practice in 1999, Mr. Su has served China’s 7th Construction Bureau of Hydro Engineering, China Railway Engineering Group, and other construction companies for highways, power plants, and other infrastructural projects. During practice he worked with QSI Chongqing Int’l Schools, BVI HAOWAY Investment Ltd debt issuance, Modular Manufacturing Ltd, Aircraft Inventory Corp., as China’s Cinda AMC and Great Wall AMC non-performing loans disposition. Mr. Su focuses his career on international investment, finance and infrastructure.

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About GenesisGenesis’s Strategic Partners- Global

United States -- Deal Structuring and Execution

PMB Helin DonovanMr. Mike BergSan Francisco, California50 Francisco Street, Suite 120San Francisco, CA 94133Tel 415.399.1330Kabani & Company, Inc.Certified Public Accountants 6033 West Century Blvd., Suite 810 Los Angeles, CA 90045

Richardson & Patel, LLPMr. Kevin Leung10900 Wilshire BoulevardLos Angeles, California 90024-6525Telephone: (310) 208-1182Facsimile: (310) 208-1154Sherb & Co., LLP1900 NW Corporate Blvd.,Suite 210 East Boca Raton, FL 33431 Telephone: (561) 886-4234

Our strategic partners have all worked on Genesis projects.

Our professionals are top tier in their industry.

A brilliant cadre of attorneys, accountants and brokerage firms.

Tew Cardenas LLPMr. Jeff TewFour Seasons Tower, 15th Floor1441Brickell Avenue, Miami, FL 33131-3407Ph: (305) 536-1112 Fax: (305) 536-1116

Buchanan Ingersoll and Rooney PC1835 Market Street, 14th FloorPhiladelphia, PA 19103-2985Tel: 215 665 87

Berman Wolfe Rennert Vogel & Mandler, P.A. Mr. Charles RennertNationsBank Tower, Suite 3500 100 Southeast Second StreetMiami, Florida 33131-2130Tel: 305-577-4177

Evershine CPAMr. Dale Chen6F No 378 ChangChun Rd., Taipei, Taiwan, 104, R.O.C.Taiwan: Tel: 886-2-2717-0515

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OverviewTurn-Key Partner

Genesis will foster a plan of organization that will satisfy both provincial and US listing standards. Genesis will develop and oversee the entire funding process through already established and proven networks.

Genesis receives compensation only from equity in the new US listed company. Genesis covers all legal, auditing, and listing transactions expenditures.

We provide the marketing strategy, counsel, and plans to support Chinese business, financial, or marketing goals.

Acquisitions

Reporting/Accounting

Public Listing

Finance and Banking

We only enjoy equity success when the Chinese company becomes a new publicly listed company in the US.

Investor Relations

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Contact Information

This document contains material non-public information. If the reader is not the intended recipient or agent responsible for delivering it to the intended recipient, you are hereby notified that any retention, dissemination or copying of the document is strictly prohibited. If you have received this in error, please immediately notify Richardson & Patel LLP, by telephone and return the original document to us at the address below.

All inquiries regarding the proposed offering and all requests for additional information should be directed to either:

Mr. Kenneth L. [email protected]

786-246-992225 Highland Park Village

Dallas, Texas 75205

Richardson & Patel LLP 10900 Wilshire Boulevard, Suite

Los Angeles, CA 90024  (310) 208-1182 ext. 775 (Tel)