EXHIBIT 2.2
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                          AGREEMENT AND PLAN OF MERGER


     This AGREEMENT AND PLAN OF MERGER  (hereinafter  called this  "Agreement"),
dated as of June 16,  2005,  is entered  into between  ALPHA  SPACECOM,  INC., a
Colorado  corporation  (the  "Company"),  and  ALPHA  SPACECOM,  INC.,  a Nevada
corporation and a wholly owned subsidiary of the Company ("ASC-NV"). The Company
and ASC-NV may  hereinafter  also be referred to  individually  as a "party" and
collectively as the "parties."

                                    RECITALS

WHEREAS,  the  respective  board of  directors of each of the Company and ASC-NV
deems it advisable,  upon the terms and subject to the conditions herein stated,
that the  Company  be  merged  with  and into  ASC-NV,  and that  ASC-NV  be the
surviving corporation (the "Reincorporation Merger"); and

WHEREAS, the Company has submitted this Agreement for approval to the holders of
shares of Common Stock of the Company ("Colorado Common Stock").

NOW,  THEREFORE,  in  consideration of the premises and of the agreements of the
parties hereto contained herein, the parties agree as follows:

                                    ARTICLE I

                   THE REINCORPORATION MERGER; EFFECTIVE TIME

Section  1.1.  The  Reincorporation  Merger.  Upon the terms and  subject to the
conditions  set forth in this  Agreement,  at the Effective  Time (as defined in
Section  1.2),  the Company  shall be merged with and into ASC-NV  whereupon the
separate  existence of the Company  shall cease.  ASC-NV shall be the  surviving
corporation (sometimes  hereinafter referred to as the "Surviving  Corporation")
in the  Reincorporation  Merger and shall continue to be governed by the laws of
the State of Nevada. The Reincorporation Merger shall have the effects specified
in the Revised  Statutes of the State of Nevada,  as amended  (the "NRS") and in
the Colorado Business Corporation Act, as amended (the "CBCA") and the Surviving
Corporation  shall  succeed,  without other  transfer,  to all of the assets and
property  (whether real,  personal or mixed),  rights,  privileges,  franchises,
immunities and powers of the Company,  and shall assume and be subject to all of
the  duties,  liabilities,  obligations  and  restrictions  of  every  kind  and
description  of the Company,  including,  without  limitation,  all  outstanding
indebtedness of the Company.

Section 1.2.  Effective  Time.  Provided that the condition set forth in Section
5.1 has been fulfilled or waived in accordance with this Agreement and that this
Agreement has not been  terminated or abandoned  pursuant to Section 6.1, on the
date of the closing of the Reincorporation  Merger, the Company and ASC-NV shall
cause Articles of Merger

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to be executed and filed with the Secretary of State of Colorado (the  "Colorado
Articles of Merger")  and  Articles of Merger to be executed  and filed with the
Secretary   of  State  of  Nevada  (the  "Nevada   Articles  of  Merger").   The
Reincorporation  Merger shall become  effective upon the date and time specified
in the  Colorado  Articles  of Merger and the  Nevada  Articles  of Merger  (the
"Effective Time").

                                   ARTICLE II

                 CHARTER AND BYLAWS OF THE SURVIVING CORPORATION

Section 2.1. The Articles of  Incorporation.  The Articles of  Incorporation  of
ASC-NV in effect at the Effective Time shall be the Articles of Incorporation of
the  Surviving  Corporation,  until amended in  accordance  with the  provisions
provided therein or applicable law.

Section 2.2. The Bylaws.  The bylaws of ASC-NV in effect at the  Effective  Time
shall be the bylaws of the  Surviving  Corporation,  until amended in accordance
with the provisions provided therein or applicable law.

                                   ARTICLE III

               OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION

Section 3.1. Officers.  The officers of the Company at the Effective Time shall,
from and after the Effective Time, be the officers of the Surviving Corporation,
until their  successors  have been duly  elected or appointed  and  qualified or
until their earlier death, resignation or removal.

Section 3.2.  Directors.  The directors of the board of directors of the Company
at the Effective Time shall, from and after the Effective Time, be the directors
of the Surviving  Corporation,  until their successors have been duly elected or
appointed and qualified or until their earlier death, resignation or removal.

                                   ARTICLE IV

                        EFFECT OF MERGER ON CAPITAL STOCK

Section 4.1.  Effect of Merger on Capital  Stock.  At the  Effective  Time, as a
result of the  Reincorporation  Merger and without any action on the part of the
Company, ASC-NV or the shareholders of the Company:

     (a) Each share of Colorado  Common  Stock,  other than shares  ("Dissenting
Shares") that are owned by shareholders  ("Dissenting  Shareholders") exercising
dissenters'  rights pursuant to Article 113 of the CBCA,  issued and outstanding
immediately  prior  to the  Effective  Time  shall  be  converted  (without  the
surrender of stock or any other  action) into one fully paid and  non-assessable
share of Common Stock,

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par value  $0.001,  of ASC-NV  ("ASC-NV  Common  Stock"),  with the same rights,
powers and  privileges  as the shares so  converted  and all shares of  Colorado
Common Stock shall be cancelled and retired and shall cease to exist.

     (b) Each option,  warrant,  purchase  right,  unit or other security of the
Company issued and outstanding  immediately prior to the Effective Time shall be
converted into and shall be an identical security of ASC-NV.

Section  4.2.  Certificates.  At  and  after  the  Effective  Time,  all  of the
outstanding  Certificates which immediately prior thereto  represented shares of
Colorado  Common  Stock  (other than  Dissenting  Shares) or options,  warrants,
purchase  rights,  units or other  securities of the Company shall be deemed for
all  purposes  to  evidence  ownership  of and to  represent  the  shares of the
respective Nevada Common Stock, or options, warrants,  purchase rights, units or
other  securities  of  ASC-NV,  as the case may be,  into  which  the  shares of
Colorado  Common Stock or options,  warrants,  purchase  rights,  units or other
securities of the Company  represented by such  Certificates have been converted
as herein  provided and shall be so  registered  on the books and records of the
Surviving  Corporation or its transfer agent.  The registered  owner of any such
outstanding   Certificates  shall,  until  such  Certificates  shall  have  been
surrendered for transfer or otherwise accounted for to the Surviving Corporation
or its  transfer  agent,  have and be entitled to exercise  any voting and other
rights with  respect to, and to receive any  dividends  and other  distributions
upon, the shares of Nevada Common Stock or options,  warrants,  purchase rights,
units or other  securities  of  ASC-NV,  as the case may be,  evidenced  by such
outstanding Certificates, as above provided.

Section 4.3 Dissenters'  Rights. No Dissenting  Shareholder shall be entitled to
shares of Nevada  Common Stock under this Article IV unless and until the holder
thereof shall have failed to perfect or shall have effectively withdrawn or lost
such holder's right to dissent from the  Reincorporation  Merger under the CBCA,
and any  Dissenting  Shareholder  shall be entitled to receive  only the payment
provided by Article 113 of the CBCA with respect to  Dissenting  Shares owned by
such  Dissenting  Shareholder.  If any person or entity who  otherwise  would be
deemed a Dissenting  Shareholder  shall have failed to properly perfect or shall
have  effectively  withdrawn  or lost the right to dissent  with  respect to any
shares  which  would be  Dissenting  Shares  but for that  failure to perfect or
withdrawal  or loss of the  right  to  dissent,  such  Dissenting  Shares  shall
thereupon be treated as though such  Dissenting  Shares had been  converted into
shares of Nevada Common Stock pursuant to Section 4.1 hereof.

                                    ARTICLE V

                               CONDITION PRECEDENT

Section 5.1. Condition to Each Party's Obligation to Effect the  Reincorporation
Merger.   The  respective   obligation  of  each  party  hereto  to  effect  the
Reincorporation  Merger is subject to receipt prior to the Effective Time of the
requisite approval of this Agreement and the transactions contemplated hereby by
a majority of the holders of

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Colorado Common Stock pursuant to the CBCA and the Articles of  Incorporation of
the Company.

                                   ARTICLE VI

                                   TERMINATION

Section  6.1.   Termination.   This  Agreement  may  be   terminated,   and  the
Reincorporation  Merger may be  abandoned,  at any time  prior to the  Effective
Time,  whether before or after approval of this Agreement by the shareholders of
the Company, if the board of directors of the Company determines for any reason,
in  its  sole   judgment  and   discretion,   that  the   consummation   of  the
Reincorporation  Merger would be inadvisable or not in the best interests of the
Company and its shareholders. In the event of the termination and abandonment of
this  Agreement,  this Agreement  shall become null and void and have no effect,
without any  liability  on the part of either the  Company or ASC-NV,  or any of
their respective shareholders, directors or officers.

                                   ARTICLE VII

                            MISCELLANEOUS AND GENERAL

Section 7.1. Modification or Amendment.  Subject to the provisions of applicable
law, at any time prior to the Effective  Time,  the parties hereto may modify or
amend this Agreement;  provided,  however,  that an amendment made subsequent to
the approval of this Agreement by the holders of Colorado Common Stock shall not
(i) alter or change the amount or kind of shares and/or rights to be received in
exchange for or on conversion of all or any of the shares or any class or series
thereof of such corporation,  (ii) alter or change any provision of the Articles
of   incorporation   of  the  Surviving   Corporation  to  be  effected  by  the
Reincorporation  Merger, or (iii) alter or change any of the terms or conditions
of this  Agreement  if such  alteration  or change  would  adversely  affect the
holders of any class or series of capital stock of any of the parties hereto.

Section  7.2.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each such counterpart being deemed to be an original  instrument,
and all such counterparts shall together constitute the same agreement.

Section 7.3.  GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN
ALL RESPECTS SHALL BE  INTERPRETED,  CONSTRUED AND GOVERNED BY AND IN ACCORDANCE
WITH THE LAW OF THE  STATE OF  NEVADA  WITHOUT  REGARD  TO THE  CONFLICT  OF LAW
PRINCIPLES THEREOF.

Section 7.4. Entire Agreement.  This Agreement  constitutes the entire agreement
and supercedes all other prior agreements,  understandings,  representations and
warranties both written and oral, among the parties, with respect to the subject
matter hereof.

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Section  7.5. No Third Party  Beneficiaries.  This  Agreement is not intended to
confer  upon any person  other than the  parties  hereto any rights or  remedies
hereunder.

Section 7.6.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or  enforceability  of the other provisions  hereof.  If any
provision of this  Agreement,  or the  application  thereof to any person or any
circumstance,  is  determined  by any  court or  other  authority  of  competent
jurisdiction  to be  invalid or  unenforceable,  (a) a  suitable  and  equitable
provision shall be substituted  therefor in order to carry out, so far as may be
valid and  enforceable,  the intent and purpose of such invalid or unenforceable
provision,  and (b) the remainder of this Agreement and the  application of such
provision  to other  persons  or  circumstances  shall not be  affected  by such
invalidity or  unenforceability,  nor shall such invalidity or  unenforceability
affect the validity or  enforceability  of such  provision,  or the  application
thereof, in any other jurisdiction.

Section 7.7.  Headings.  The headings  therein are for  convenience of reference
only, do not constitute  part of this Agreement and shall not be deemed to limit
or otherwise affect any of the provisions hereof.

IN WITNESS  WHEREOF,  this Agreement has been duly executed and delivered by the
duly  authorized  officers  of the parties  hereto as of the date first  written
above.


                                          ALPHA SPACECOM, INC.,
                                          a Colorado corporation

                                          By: s/ Xuedong Hu
                                             ----------------------------------
                                          Name:  Xuedong Hu
                                          Title:  CEO & President


                                          ALPHA SPACECOM, INC.,
                                          a Nevada corporation

                                          By: s/Xuedong Hu
                                          Name:  Xuedong Hu
                                          Title:  CEO & President

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