Exhibit 10.46


                               FINANCING AGREEMENT

         This FINANCING AGREEMENT  ("Agreement") is made and entered into on the
date set forth on the signature page hereof,  by and between HFG  International,
Limited, a Hong Kong corporation  ("HFG"), and Eastern  Nano-Materials  Holdings
Limited,  a  corporation  organized  under the laws of the Republic of Singapore
(the "Company).

         WHEREAS,  as  provided  for in the FAA (as  hereinafter  defined),  the
Company  intends  to  complete,  with  the  assistance  of HFG,  a going  public
transaction  (the  "Going  Public  Transaction")  with a U.S.  domiciled  public
company ("Pubco").  In contemplation  thereof, the Company desires to enter into
this  Agreement  for the  purpose  of setting  forth  certain  basic  parameters
pursuant to which HFG will assist the Company and, if appropriate,  Pubco with a
capital raising transaction (a "Financing"); and

         WHEREAS,  HFG is willing to execute this  Agreement  for the purpose of
evidencing its desire to assist the Company and Pubco with a Financing. However,
it is expressly  understood by the Company that HFG shall be under no obligation
to help either the Company or Pubco complete a Financing  until such time as HFG
and the Company execute that certain Financial  Advisory  Agreement (the "FAA"),
the form of which is attached hereto as Exhibit "A".

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which is hereby  acknowledged  and accepted,  the parties hereby
agree to enter into this Agreement under the following terms and conditions:

         1.  Financing.  It is expected  that a Financing  will be  accomplished
under terms similar to the following:

Issuer:                    Pubco or the Company, as restructured

Issue:                     Common Stock

Offering Amount:           $15million USD (the  "Expected  Offering" or "Minimum
                           Offering") of gross offering proceeds.

Closing Date:              Simultaneous  with the  closing  of the Going  Public
                           Transaction.

Valuation                  The  common  stock   offered  will  be  priced  at  a
                           post-money  valuation  of at least 10-12 times the 12
                           month  US GAAP  trailing  net  income  for the  third
                           quarter of calendar 2005.

Registration:              Immediately  upon the  closing  of the  Going  Public
                           Transaction, the Company will ensure that Pubco files
                           a registration statement with the U.S. Securities and
                           Exchange  Commission  for the purpose of  registering
                           the  purchased  shares for resale.  Funds will not be
                           released from escrow until the registration statement
                           is filed.



<PAGE>

Special Provisions:        The Company will agree in the subscription  documents
                           evidencing  the  Financing  that  in  the  event  the
                           Minimum  Offering is sold at a valuation  of at least
                           10 times the 12 month US GAAP trailing net income for
                           the third quarter of calendar  2005, the Company will
                           complete  both the  Financing  and the  Going  Public
                           Transaction.  However, if the Minimum Offering is not
                           raised,  the Company  shall be under no obligation to
                           complete the Going Public Transaction.


         2.   Consideration.   Subject  to  applicable   law,  any  parties  who
facilitated the Financing  ("Facilitators")  will be paid an amount equal to six
percent (6%) of the gross proceeds  delivered upon consummation of the Financing
for which said party or parties is responsible.

         3. Conditions. The Company acknowledges that the closing of a Financing
will be contingent  upon both the  achievement  of the Minimum  Offering and the
consummation of the Going Public Transaction in accordance with the FAA.

         4.  Exclusivity  and Future  Financings.  HFG shall have the  exclusive
right for a period of four months (the  "Exclusivity  Period")  from the date of
this Agreement to effect the Financing.

         In addition,  the Company  agrees that in the event that this Agreement
is terminated for any reason, other than upon the completion of a Financing,  it
shall not enter into  discussions  or  negotiations  with or close a  financing,
regardless of terms,  with any party introduced by HFG as a possible investor or
placement agent for the Financing, each of which shall be listed on Schedule "A"
to this  Agreement  at the  time of  introduction,  for a  period  of two  years
following the date of termination of this Agreement.

         5.  Amendment  and  Modification.  This  Agreement  may be  amended  or
modified by the written consent of the parties hereto.

         6.  Captions and  Headings.  The  paragraph  headings  throughout  this
Agreement are for  convenience and reference only, and shall in no way be deemed
to define, limit or add to the meaning of any provision of this Agreement.

         7. Governing  Law. This Agreement  shall be governed by the laws of the
Peoples  Republic of China and any dispute arising  hereunder shall be submitted
for  binding  arbitration  to the China  Foreign  Trade  Commission  Arbitration
Committee in Beijing

         It is understood  that this  Agreement will be prepared and executed in
both the  English  and  Chinese  languages,  with  both  versions  having  legal
efficacy. If a dispute arises as to the interpretation of a particular provision
of this  Agreement  because of  differences  between  the  Chinese  and  English
languages,  the dispute shall be resolved in accordance  with the  provisions of
the Chinese version.





<PAGE>

         8.   Counterparts.   This   Agreement   may  be  executed  in  multiple
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing facsimile  signature of a
party  shall  constitute  a valid and  binding  execution  and  delivery of this
Agreement by such party.  Such  facsimile  copies shall  constitute  enforceable
original documents.

         9. Notices and Waivers.  Any notice or waiver  required or permitted to
be given by the parties  hereto  shall be in writing and shall be deemed to have
been given, when delivered,  three business days after being mailed by certified
or registered  mail,  faxed during  regular  business hours of the recipient and
there is confirmation  of receipt,  or sent by prepaid full rate telegram to the
following addresses:

         To HFG:
         Timothy P. Halter, President
         12890 Hilltop Road
         Argyle, Texas 76226

         To the Company:
         ________________________
         ________________________
         ________________________
         ________________________


         IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement to be
effective as of the last date written next to the signatures below.

HFG INTERNATIONAL, LIMITED


/s/ Timothy P. Halter                          Dated:
---------------------------------------              ---------------------------
BY: Timothy P. Halter
ITS: President

Eastern Nano-Materials Holdings Limited

/s/ Xiangzhi Chen                              Dated:
---------------------------------------              ---------------------------
BY: Xiangzhi Chen
ITS: CEO









<PAGE>


                              ASSIGNMENT AGREEMENT

         THIS  ASSIGNEMENT  AGREEMENT  ("Agreement") is made and entered into on
this the 29th day of  March,  2006,  by and  among  between  HFG  International,
Limited,  a Hong  Kong  corporation  ("HFG"),  Eastern  Nano-Materials  Holdings
Limited,  a  corporation  organized  under the laws of the Republic of Singapore
(the "Company) and Faith Bloom Limited,  a company  organized  under the laws of
The British Virgin Islands ("Faith Bloom").

                              W I T N E S S E T H:

         WHEREAS,  HFG and the Company have entered into that certain  Financial
Advisory  Agreement  (the  "FAA")  and that  certain  Financing  Agreement  (the
"Financing Agreement" and collectively with the FAA, the "Assigned  Agreements")
each being dated as of September 26, 2005;

         WHEREAS, the Company desires to assign its rights and obligations under
the Assigned  Agreements to Faith Bloom and Faith Bloom is willing to assume all
rights and obligations of the Company under the Assigned Agreements;

         WHEREAS,  HFG is willing to consent to the  assignment  of the Assigned
Agreements by the Company to Faith Bloom;

         WHEREAS,  the  parties  hereto  also  desire  to  amend  the  Financing
Agreement as provided for herein; and

         WHEREAS,  except as otherwise modified by this Agreement,  the Assigned
Agreements  shall remain in full force and effect,  with the  obligations of the
parties thereto remaining duly enforceable.

         NOW,  THEREFORE,  for and in  consideration  of the covenants set forth
herein and the mutual  benefits  to be gained by the parties  hereto,  and other
good and valuable  consideration,  the receipt and adequacy of which are now and
forever  acknowledged and confessed,  the parties hereto hereby agree and intend
to be legally bound as follows:

         1.  Assignment.  Upon the  execution  of this  Agreement by the parties
hereto, all rights and obligations of the Company under the Assigned  Agreements
shall be assigned to and assumed by Faith Bloom,  with HFG hereby  consenting to
this assignment.

         2. Amendment and Restatement.  Section 4. of the Financing Agreement is
amended and restated in its entirety as follows:

         "HFG shall have the exclusive right (the "Exclusivity Period") from the
         date of this Agreement to March 31, 2006 to effect the Financing.




<PAGE>

         In addition,  Faith Bloom agrees that in the event that this  Agreement
         is  terminated  for any  reason,  other than upon the  completion  of a
         Financing,  it shall not enter into discussions or negotiations with or
         close a financing,  regardless of terms,  with any party  introduced by
         HFG as a possible  investor or placement agent for the Financing,  each
         of which shall be listed on Schedule "A" to this  Agreement at the time
         of  introduction,  for a  period  of two  years  following  the date of
         termination of this Agreement."

         3. Governing  Law. This Agreement  shall be governed by the laws of the
Peoples  Republic of China and any dispute arising  hereunder shall be submitted
for  binding  arbitration  to the China  Foreign  Trade  Commission  Arbitration
Committee in Beijing.

         It is understood  that this  Agreement will be prepared and executed in
both the  English  and  Chinese  languages,  with  both  versions  having  legal
efficacy. If a dispute arises as to the interpretation of a particular provision
of this  Agreement  because of  differences  between  the  Chinese  and  English
languages,  the dispute shall be resolved in accordance  with the  provisions of
the Chinese version.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                         HFG:

                                         HFG International, Limited



                                         By:   /s/ Timothy P. Halter
                                            ------------------------------------
                                               Timothy P. Halter,
                                         Its:  President
                                         The Company:

                                         Eastern Nano-Materials Holdings Limited



                                         By:   /s/ Xiangzhi Chen
                                            ------------------------------------
                                               Xiangzhi Chen
                                         Its:  CEO
                                         Faith Bloom:

                                         Faith Bloom Limited



                                         By:   /s/ Xiangzhi Chen
                                            ------------------------------------
                                               Xiangzhi Chen
                                         Its:  CEO