U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

     |X| Quarterly report pursuant to Sections 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the quarterly period ended June 30, 2007

    |_| Transition report pursuant to Sections 13 or 15(d) of the Securities
                              Exchange Act of 1934

        For the transition period from _______________ to _______________

                        Commission File Number:000-32341

                           Soyodo Group Holdings, Inc.
                       (Formerly TOP Group Holdings, Inc.)
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            Delaware                                           84-1482082
--------------------------------                           ------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

                1390 Monterey Pass Road, Monterey Park, CA 91754
          (Address of Principal Executive Offices, Including Zip Code)

                                 (323) 261-1888
                (Issuer's Telephone Number, Including Area Code)

  The number of shares outstanding of our Common Stock, $0.0001 par value per
               share, as of June 30, 2007, was 8,195,000 shares.

           Transitional Small Business Disclosure Format (check one):

                                 Yes |_| No |X|

<PAGE>

                           Soyodo Group Holdings, Inc.

                              INDEX TO FORM 10-QSB

                                                                            PAGE
                                                                           -----
PART I.  Financial Information

Item 1.  Financial Statements...........................................       1

Item 2.  Management's Discussion and Analysis of Plan of Operation......       1

Item 3.  Controls and Procedures........................................       2

PART II. Other Information

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds....       2

Item 4.  Submission of Matters to a Vote of Security Holders............       2

Item 6.  Exhibits and Reports on Form 8-K ..............................       3

SIGNATURES .............................................................       3

CERTIFICATIONS..........................................................     4-5

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

For the Company's response to this item, please refer to the Financial
Statements annexed pages F-1 to F-7 of this Form 10-QSB.

Item 2. Management's Discussion and Analysis of Plan of Operation

This Quarterly Report on Form 10-QSB contains statements that may constitute
"forward-looking statements" within the meaning, and made pursuant to the Safe
Harbor provisions, of the Private Securities Litigation Reform Act of 1995. Such
statements are based on management's current expectations and are subject to a
number of risks and uncertainties, including, but not limited to, the difficulty
inherent in operating an early-stage company in a new and rapidly evolving
market, market and economic conditions, the impact of competitive products,
product demand and market acceptance risks, changes in product mix, costs and
availability of raw materials, fluctuations in operating results, delays in
development of highly complex products, risk of customer contract or sales order
cancellations and other risks detailed from time to time in our filings with the
Securities and Exchange Commission (the "SEC"). These risks and uncertainties
could cause our actual results to differ materially from those described in the
forward-looking statements. Any forward-looking statement represents our
expectations or forecasts only as of the date it was made and should not be
relied upon as representing its expectations or forecasts as of any subsequent
date. Except as required by law, we undertake no obligation to correct or update
any forward-looking statement, whether as a result of new information, future
events or otherwise, even if our expectations or forecasts change.

The following discussion and analysis should be read in conjunction with the
financial statements, related notes and other information included in this
Quarterly Report on Form 10-QSB, as well as in conjunction with the consolidated
financial statements and the related notes. The financial statements have been
prepared in accordance with US Generally Accepted Accounting Principles, or
GAAP.

Background

The Company was incorporated as "Quixit, Inc." on May 15, 1997, under the laws
of the State of Colorado. On January 16, 2003, we engaged in the Change in
Control, whereby TOP Group Corp. (New York) purchased 4,400,000 shares of the
Company's common stock from H. Daniel Boone, who was then President and Chairman
of the board of directors. Right after the purchase, TOP Group Corp. (New York)
owned 88% of our outstanding capital stock. On August 22, 2005, due to its
inactive status and its intension to wind up, TOP Group Corp. (New York)
conveyed its 4,400,000shares to Song Ru-hua, the Company's President and
Chairman of the Board.

Prior to the Change in Control, our purpose was to investigate opportunities to
be acquired by a company that desired to be registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In the second quarter of
2005, the company decided to commence a chain of member-only stores in locations
with large Chinese immigrant populations, offering Chinese culture-related
merchandise such as books, pre-recorded CDs, stationery, gifts, and sports
goods. Subsequently, six retail stores were opened. On June 30, 2006, however,
the Company started to concentrate on its wholesale operation and sold to Ru-Hua
Song, its majority shareholder & Principal Executive Officer, all the six retail
stores. Then on November 30, 2006, the company decided to go back to its
original plan of investigating opportunities to be acquired, and sold to Ru-Hua
Song the remaining wholesale operation.

In March of 2003, our stockholders approved a change in our state of
incorporation from Colorado to Delaware and a change in our name from Quixit,
Inc. to TOP Group Holdings, Inc. Again in August of 2005, our stockholders
approved a change in our name from TOP Group Holdings, Inc. to Soyodo Group
Holdings, Inc.

A. PLAN OF OPERATIONS

Prior to the takeovers, we operated in the retail business in locations within
continental USA with large Chinese immigrant populations. Presently, we look for
an opportunity to be acquired by a buyer who desires to be registered under the
Securities Exchange Act of 1934.

Results of Operations for the six months Ended June 30, 2007 Compared to the six
months Ended June 30, 2006

Due to the fact that the Company decided to go back to its original plan of
investigating opportunities to be acquired, we had no revenue during the six
months ended June 30, 2007, compared with retail sales of $1,594,963 and gross
profit of $521,436 in the six months ended June 30, 2006. As a result, we
incurred only $8,234 in operating expenses in the six months ended June 30,
2007, compared to $896,918 in the six months ended June 30, 2006. We had a net
loss of $8,234 in the six months ended June 30, 2007, compared to $391,965 in
the six months ended June 30, 2006.


                                        1

<PAGE>

B. LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2007, we had $4,616 operating capital, thanks to a loan of
$494,229 from Mr. Song Ru-hua. Currently we have to rely upon advances or loans
from shareholders to pay our expenses. However, we have no commitments from any
person for advances or loans.

We incurred a loss of $8,234 from operations for the six months ended June 30,
2007, and losses are expected in the future as well. This does raise substantial
doubt about our ability to continue as a going concern. Our plans include
seeking additional capital and/or debt financing. There is no guarantee that
additional capital and/or debt financing will be available when and to the
extent required, or that if available, it will be on terms acceptable to us. Our
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of June 30, 2007, our chief executive officer and
chief financial officer have concluded that our disclosure controls and
procedures (as defined in Rules 13a-l5(e) and 15d-15(e) under the Securities
Exchange Act of I 934, as amended) were effective to ensure the information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC' s rules and forms.

Management`s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules
13a- 15(f) and l5d-15(f). Under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting as of June 30, 2007. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Our management has concluded that, as of June 30, 2007, our internal
control over financial reporting was effective based on these criteria.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during
the quarter ended June 30, 2007 that have materially affected, or are reasonably
likely to materially affect our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our chief executive officer and chief financial
officer, does not expect that our procedures or our internal controls will
prevent or detect all error and all fraud. An internal control system, no matter
how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Because of the
inherent limitations in all control systems, no evaluation of our controls can
provide absolute assurance that all control issues and instances of fraud, if
any, have been detected.

                           PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 4. Submission of Matters to a Vote of Security Holders

On June 1, 2006, by a written consent in lieu of a meeting, our shareholders
elected Song Ru-hua, Fang Ye, Song Pei-Kun, Yi Geng-Po and Zhang Hao to serve as
our directors in place of the entire prior Board. At the same time, the
shareholders also adopted and approved a restatement to the Company's
Certificate of Incorporation to, among other things, to reflect prior amendments
and to set the total shares authorized to issue at 12,000,000.


                                        2

<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit
 Number   Description
-------   -----------
  3.1     Articles of Amendment to the Articles of Incorporation of the Company
          (incorporated by reference to the Company's proxy statement on
          Schedule 14A filed with the Commission on March 5, 2003 (the "Proxy
          statement")

  3.2     Agreement and Plan of Merger between Quixit, Inc., a Colorado
          corporation, and TOP Group Corporation (now known as TOP Group
          Holdings, Inc.), a Delaware corporation (incorporated by reference to
          the Proxy Statement)

  3.3     Certificate of Incorporation of the Company (incorporated by reference
          to the Proxy Statement)

  3.4     By-Laws of the Company (incorporated by reference to the Proxy
          Statement)

  3.5     Restated Certificate of Incorporation of the Company (incorporated by
          reference to the Company's proxy statement on Schedule 14C filed with
          the commission on March 15, 2005 for an increase of authorized shares)

  3.6     Restated Certificate of Incorporation of the Company (incorporated by
          reference to the Company's proxy statement on Schedule l4C filed with
          the commission on August 26, 2005 for a name change)

  3.7     Restated Certificate of Incorporation of the Company (incorporated by
          reference to the Company's proxy statement on Schedule l4C filed with
          the commission on June 20, 2006 to set the new total authorized
          shares)

   31     Certification of Principal Executive Officer and Principal Financial
          Officer pursuant to 18 U.S.C. Section as adopted pursuant to Section
          906 of the Sarbanes-Oxley Act of 2002*

   32     Certification *

*Filed herewith

b) Reports on Form 8-K

On December 1, 2006, we filed a report on Form 8-K to inform the decision to go
back to our original plan of investigating opportunities to be acquired and sell
to Song Ru-Hua the remaining wholesale operation. On April 20, 2007 we filed a
report on Form 8-K to inform the resignations of our directors and officers
except Song Ru-Hua to facilitate the search of a potential buyer.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             SOYODO Group Holdings, Inc.


Dated: July 9, 2007                          By: /s/ Song Ru-Hua
                                                 -------------------------------
                                             Song Ru-Hua
                                             President
                                             (Principal Executive Officer &
                                             Principal Financial and Accounting
                                             Officer)


                                        3

<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                       (Formerly TOP Group Holdings, Inc.)
                                 Balance Sheets
                                    June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                2007          2006
                                                            -----------   -----------
<S>                                                         <C>           <C>
ASSETS
  Current Assets:
    Cash & cash equivalents                                 $     4,616   $    94,091
    Inventory, retail                                                --       156,110
    Prepaid expenses                                                 --            --
    Related parties receivable                                       --         9,469
                                                            -----------   -----------
  Total Current Assets                                            4,616       259,670
                                                            -----------   -----------
  Property & equipment, net                                          --        11,654
  Security deposits                                                  --       137,962
                                                            -----------   -----------
TOTAL ASSETS                                                $     4,616   $   409,286
                                                            ===========   ===========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
  Current Liabilities
    Accounts payable & accrued expense                      $     3,422   $   325,612
    Accrued payroll & related liabilities                            --        32,025
    Accrued other liabilities                                     9,676        11,238
    Advance from shareholders & directors                       494,229            --
    Note payable                                                     --       500,000
                                                            -----------   -----------
  Total Current Liabilities                                     507,327       868,875
                                                            -----------   -----------
  Stockholders Equity (Deficit)
    Common stock, $.0001 par value, 12,000,000 shares               820           820
      authorized, 8,195,000 shares issued and outstanding
      as of 6/30/07 and 6/30/06
    Additional Paid-In Capital                                  585,223       585,223
    Accumulated Deficit                                     $(1,088,754)   (1,045,632)
                                                            -----------   -----------
  Total Stockholders' Equity (Deficit)                         (502,711)     (459,589)
                                                            -----------   -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)          $     4,616   $   409,286
                                                            ===========   ===========
</TABLE>

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


                                       F-1

<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                       (Formerly TOP Group Holdings, Inc.)
                            Statements of Operations
                            For the six months Ended
                                    June 30,
                                   (Unaudited)

                                                          2007          2006
                                                       ----------   -----------
Net Sales                                              $       --   $ 1,594,963
                                                       ----------   -----------
Cost of Goods Sold                                     $       --   $(1,073,527)
                                                       ----------   -----------
Gross Profit                                                   --       521,436
                                                       ----------   -----------
Operating Expenses
  Sales & Marketing                                            --        39,678
  Store Rents                                                  --       304,273
  General & Administrative                                  8,234       552,967
                                                       ----------   -----------
Total Operating Expenses                                    8,234       896,918
                                                       ----------   -----------
Net Loss From Operations                               $   (8,234)  $  (375,482)
                                                       ----------   -----------
Interest Expense                                               --        16,483
Net Income                                             $   (8,234)  $  (391,965)
                                                       ----------   -----------
Per Share Information:
  Weighted average number
  of common shares outstanding                          8,195,000     7,291,519
                                                       ----------   -----------
Net Loss per common share                                       *   $     (0.05)
                                                       ==========   ===========

*Less than $0.01

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


                                       F-2

<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                       (Formerly TOP Group Holdings, Inc.)
                              Stockholders' Equity
                                  June 30, 2007
                                   (Unaudited)

<TABLE>
<CAPTION>
                                  COMMON STOCKS      Additional                    Stock           Total
                              --------------------     Paid-In    Accumulated   Subscription   Stockholders'
                              # of Shares   Amount     Capital      Deficit      Receivable        Equity
                              -----------   ------   ----------   -----------   ------------   -------------
<S>                            <C>            <C>      <C>         <C>            <C>            <C>
Balance - December 31, 2003    5,000,000      500      135,293       (192,065)          --        (56,272)
                               ---------      ---      -------     ----------     --------       --------
Net Loss for the Year                 --       --           --        (26,516)          --        (26,516)
                               ---------      ---      -------     ----------     --------       --------
Balance - December 31, 2004    5,000,000      500      135,293       (218,581)          --        (82,788)
                               ---------      ---      -------     ----------     --------       --------
Issurance of stock for cash    2,160,000      216      329,784             --       45,000        285,000
Net Loss for the year                 --       --           --       (435,086)          --       (435,086)
                               ---------      ---      -------     ----------     --------       --------
Balance - December 31, 2005    7,160,000      716      465,077       (653,667)      45,000       (232,874)
                               ---------      ---      -------     ----------     --------       --------
Issurance of stock for cash    1,035,000      104      120,146             --      (45,000)       165,250
Net Loss for the year                 --       --           --       (426,853)          --       (426,853)
                               ---------      ---      -------     ----------     --------       --------
Balance - December 31, 2006    8,195,000      820      585,223     (1,080,520)    $     --       (494,477)
                               ---------      ---      -------     ----------     --------       --------
Net Loss 1/1/07 to 6/30/07            --       --           --         (8,234)          --         (8,234)
                               ---------      ---      -------     ----------     --------       --------
Balance - March 31, 2007       8,195,000      820      585,223     (1,088,754)          --       (502,711)
                               =========      ===      =======     ==========     ========       ========
</TABLE>

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


                                       F-3

<PAGE>

                          SOYODO GROUP HOLDINGS, INC.
                       (Formerly TOP Group Holdings, Inc.)
                             Statements of Cash Flow
                        For the six months Ended June 30,

                                 Indirect Method
                                   (Unaudited)

                                                              2007       2006
                                                            -------   ---------
Cash Flows from Operating Activities:
  Net Loss                                                  $(8,234)  $(391,965)
  Adjustments to reconcile net loss to net cash used
    by operating activities
    Depreciation                                                 --      19,546
    Decrease (Increase) in Inventory                             --     643,356
    Decrease (Increase) in Accounts Receivable                   --    (156,110)
    Decrease (Increase) in other currect assets                  --     144,597
    Decrease (Increase) in security deposits                     --          --
    Increase (Decrease) in accounts payable                  (4,198)   (468,742)
    Increase (Decrease) in current liabilities                3,377     (24,313)
Net Cash Used by Operating Activities                        (9,055)   (233,631)
                                                            -------   ---------
Investing Activities:
  Purchase of property and equipment                             --     181,350
Net Cash from Investing Activities                               --     181,350
                                                            -------   ---------
Financing Activities
  Net proceeds from issurance of common stock                    --     120,250
  Decrease (Increase) in Stock Subscription Receivable           --      45,000
  Increase in notes payable                                      --      55,683
  Increase in loan from shareholders & directors             11,000    (180,000)
Net Cash from Financing Activities                           11,000      40,933
                                                            -------   ---------
Net Increase in Cash & Cash Equivalents                       1,945     (11,348)
Beginning Cash & Cash Equivalents                             2,671     105,439
                                                            -------   ---------
Ending Cash & Cash Equivalents                              $ 4,616   $  94,091
                                                            =======   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for Interest                                    $    --   $  16,483
                                                            =======   =========
  Cash paid for Income Taxes                                $    --   $      --
                                                            =======   =========

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


                                       F-4

<PAGE>

                              SOYODO HOLDINGS, INC.
                          Notes to Financial Statements
                                  June 30, 2007

Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

The Company was incorporated on May 15, 1997, under the laws of the state of
Colorado. On January 16, 2003, TOP Group Corp., a New York corporation,
purchased 4,400,000 shares of the Company's common stock, which represented 88%
of the Company's outstanding capital stock at that time. Prior to the change in
control, the Company's purpose was to investigate opportunities to be acquired
by a company that desired to be registered under the Securities Exchange Act of
1934, as amended.

In the second quarter of 2005, the company decided to commence a chain of
member-only stores in locations with large Chinese immigrant populations,
offering Chinese culture-related merchandise such as books, pre-recorded CDs,
stationery, gifts, and sports goods. Subsequently, six retail stores had been
opened. On June 30, 2006, however, the Company started to concentrate on its
wholesale operation and sold to Song Ru-Hua, its majority shareholder &
Principal Executive Officer, all the six retail stores. Then on November 30,
2006, the company decided to go back to its original plan of investigating
opportunities to be acquired, and sold to Song Ru-Hua the remaining wholesale
operation.

In March 2003, the Company changed its state of incorporation from Colorado to
Delaware and its name from Quixit, Inc. to TOP Group Holdings, Inc. In August of
2005, the company changed its name again from TOP Group Holdings, Inc. to Soyodo
Group Holdings, Inc. The Company's fiscal year end is December 31.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.

Cash and Cash Equivalents:

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

Use of Estimates:

The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Net Loss Per Share:

Net loss per share is based on the weighted average number of common shares
outstanding during the period.

Other Comprehensive Income:

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

Inventory:

The valuation method used for our closing inventory is lower of cost or market.
There was no inventory at the end of June, 2007.


                                       F-5

<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                  June 30, 2007

Note 2 - Property and Equipment:

Due to its divestitures in 2006, the company had nothing left in property and
equipment as of June 30, 2007.

Note 3 - Commitments--operating leases:

As of June 30, 2007, the Company had entered into leases for five retail stores,
of which four are located in California and one in Illinois. Those leases range
from 2 years to five years with a total retail space of 28,000 square feet.
Without adjustment for cost escalation clauses, our minimum lease payments will
be about $406,000 for the 12-month period ended June 30, 2008, about $1,011,000
for the 36-month period ended June 30, 2010, provided that our two-year leases
are not renewed.

However on June 30, 2006, Ru-Hua Song and his privately held corporations took
over these five stores. They have been and will be responsible for store rents.
But it should be noted that if Ru-Hua Song and his privately held corporations
fail to pay all the rents involved, we will still be held liable by the
landlords to honor the terms of those leases.

Note 4 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no
net income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets
  Net operating loss carry-forwards                                 $ 1,088,754
  Valuation allowance                                                (1,088,754)
                                                                    ------------
  Net deferred tax assets                                           $         0
                                                                    ============

As of June 30, 2007, the Company had net operating loss carry-forwards of
approximately $1,088,754 for federal income tax purposes. These carry-forwards,
if not utilized to offset taxable income, will begin to expire in 2010.

Note 5 - Going Concern:

The Company's financial statements have been prepared on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company commenced its retail operation in the third quarter of 2005 in
locations with large Chinese immigrant populations. On June 30, 2006, it started
to only concentrate on its wholesale operation and sold to Song Ru-Hua all the
existing six retail stores. On November 30, 2006, the company decided to go back
to its original plan of investigating opportunities to be acquired, and sold to
Song Ru-Hua the remaining wholesale operation.

As of June 30, 2007, the Company's current liabilities exceed current assets by
$502,711 and its net worth is negative $502,711. Therefore, the Company's
ability to continue as a going concern is dependent upon its ability to achieve
profitable operations and to develop additional sources of capital. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties.


                                       F-6

<PAGE>

                           SOYODO GROUP HOLDINGS, INC.
                          Notes to Financial Statements
                                  June 30, 2007

Note 6 - Capital Stock Transactions:

On March 25, 1999, the Company's Board of Directors approved an amendment to the
Articles of Incorporation of the Company, declaring a 1 to 10 reverse stock
split of outstanding common stock at March 25, 1999. In 2001, the Board of
Directors declared a 5 to 1 forward stock split. On January 21, 2005, the
company filed an Amended Certificate of Incorporation to increase the shares
authorized to issue from 5,000,000 to 100,000,000 and to reduce the par value
per share from $0.01 to $0.0001. On September 20, 2006, the company filed an
Amended Certificate of Incorporation to set the authorized shares at 12,000,000.

On December 15, 2005, our three officers, Wu Hai, Li Ke-Guang and Zhang Hao,
subscribed to pay $80,000 for 160,000 restricted shares, of which 100,000 shares
were returned in 2006 to the company by Li Ke-Guang, who had also resigned from
his Vice President position. The company did receive $30,000 for the remaining
60,000 restricted shares. On June 8, 2006, our three independent directors, Song
Pei-Kun, Yi Geng-Po and Fang Ye paid $170,250 to acquire 1,135,000 restricted
shares of the company.

All shares and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to reflect the stock
splits and the par value reduction.

Note 7 - Related Party Transactions:

During the six months ended June 30, 2007, the company did not have any business
transactions. As of June 30, 2007, the company did not have any accounts
receivable and accounts payable with related parties.

Note 8 - Loans from Shareholders:

This loan from shareholders of $494,229 resulted mainly from the takeover
settlement on November 30, 2006 by Mr. Song Ru-hua. This loan does not carry a
due date.

Note 9 - Segment Information:

The Company as of June 30, 2007 had no business operations. Prior to the
takeover on November 30, 2006, it was in the wholesale business in California of
the U.S.A.


                                       F-7