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

                                    Form 10-K

(Mark One)

[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the fiscal year ended ______________

[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from July 1, 2010 to December 31, 2010

                        Commission File Number 333-152330

                           CONSUMER CAPITAL GROUP INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                      26-2517432
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

               35 North Lake Avenue, Suite 280, Pasadena, CA 91101
                    (Address of principal executive offices)

                                 (626) 568-3368
              (Registrant's telephone number, including area code)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None.

         Securities registered under Section 12(g) of the Exchange Act:

                                      None.

Check whether the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes [ ] No [X]

Check whether the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days. Yes [X]
No [ ]

Check  whether the  registrant  has submitted  electronically  and posted on its
corporate website,  if any, every Interactive Data File required to be submitted
and posted  pursuant to Rule 405 of Regulation S-T  (ss.232.405 of this chapter)
during the preceding 12 months (or for such shorter  period that the  registrant
was required to submit and post such files). Yes [ ] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-K (ss.229.405 of this chapter)  contained herein, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Check whether the registrant is a large accelerated filer, an accelerated filer,
a  non-accelerated  filer, or a smaller  reporting  company.  See definitions of
"large accelerated  filer,"  "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [ ]                        Accelerated Filer [ ]
Non-accelerated  Filer [ ]                         Smaller Reporting Company [X]
(Do not check if a smaller reporting company.)

Check  whether  the issuer is a shell  company  (as defined in Rule 12b-2 of the
Exchange Act). Yes [ ] No [X]

As of December 31, 2010, there were 26 non-affiliate  holders of common stock of
the Company.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of March 31, 2011,  there were 18,888,889  shares of common stock,  par value
$.0001, issued and outstanding. No market value has been computed based upon the
fact that no active trading had been established.
<PAGE>
                           FORWARD-LOOKING STATEMENTS

Certain   statements   made  in  this   Transition   Report  on  Form  10-K  are
"forward-looking  statements"  (within  the  meaning of the  Private  Securities
Litigation  Reform Act of 1995) regarding the plans and objectives of management
for  future  operations.  Such  statements  involve  known  and  unknown  risks,
uncertainties  and other factors that may cause actual  results,  performance or
achievements  of Consumer  Capital Group Inc.  (the  "Company") to be materially
different  from any future  results,  performance or  achievements  expressed or
implied  by such  forward-looking  statements.  The  forward-looking  statements
included herein are based on current  expectations  that involve  numerous risks
and  uncertainties.  The Company's  plans and objectives are based,  in part, on
assumptions involving the continued expansion of business.  Assumptions relating
to the foregoing involve  judgments with respect to, among other things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,   therefore,   there  can  be  no  assurance  the
forward-looking statements included in this Report will prove to be accurate. In
light  of  the  significant   uncertainties   inherent  in  the  forward-looking
statements  included  herein,  the inclusion of such  information  should not be
regarded  as a  representation  by the  Company  or any  other  person  that the
objectives and plans of the Company will be achieved.

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<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

CORPORATE BACKGROUND

     The  Company  was  originally   incorporated  as  "Mondas  Minerals  Corp."
("Mondas")  in Delaware on April 25, 2008,  and was engaged in the  acquisition,
exploration,  and  development  of natural  resource  properties.  The principal
executive  offices  were  previously  located at 13983 West Stone  Avenue,  Post
Falls, ID 83854.

     We received our initial funding of $15,000 through the sale of common stock
to our officer and director who purchased  1,500,000  shares of our common stock
at $0.01 per share on May 13, 2008. In January  2010, we raised  $25,000 from an
offering of 1,000,000  shares  pursuant to a registration  statement on Form S-1
filed  with the SEC under file  number  333-152330  which  became  effective  on
January 5, 2010. The offering was closed on January 27, 2010.

     We were an exploration stage company with no revenues or operating history.
We owned a 100% undivided  interest in a mineral  property,  the Ram 1-4 Mineral
Claims (known as the "Ram  Property.")  The Ram Property  consists of an area of
82.64 acres located in the Lida Quadrangle Area, Esmeralda County, Nevada. Title
to the Ram  Property was held by Mondas.  Our plan of  operation  was to conduct
mineral  exploration  activities  on the property in order to assess  whether it
contains mineral deposits capable of commercial extraction.

     On February 4, 2011, we acquired  Consumer Capital Group,  Inc., a consumer
e-commerce business with operations in the People's Republic of China ("PRC") in
a merger  transaction  ("Merger")  pursuant to an  Agreement  and Plan of Merger
("Merger  Agreement")  by and among the  Company,  the  Company's  wholly  owned
subsidiary,  CCG Acquisition  Corp., a Delaware  corporation  ("CCG  Delaware"),
Consumer  Capital  Group Inc., a  California  corporation  ("CCG),  and Scott D.
Bengfort.

     In the  Merger,  CCG  Delaware  merged  into CCG with CCG as the  surviving
corporation,  which  became  a  wholly  owned  subsidiary  of  the  Company.  In
connection  with CCG  becoming  our wholly  owned  subsidiary,  we acquired  the
business and operations of CCG, and CCG's  subsidiaries,  America Pine (Beijing)
Bio-Tech, Inc., a PRC corporation, Arki (Beijing) E-Commerce Technology Corp., a
PRC  corporation,  Beijing  Beitun  Trading Co.,  Ltd., a PRC  corporation,  and
America Arki (Fuxin) Network  Management Co. Ltd., a PRC corporation  (together,
the "PRC  Subsidiaries"),  became  our  indirect  subsidiaries.  Arki  (Beijing)
E-Commerce Technology Corp. has a contractual  relationship with an entity under
common  control  that is 100%  owned  by two of  CCG's  major  shareholders  and
officers,  America  Arki  Network  Service  Beijing  Co.,  Ltd.  ("Arki  Network
Service"),  which is a PRC limited liability company. CCG, the PRC Subsidiaries,
and Arki Network Service are collectively referred to as the "CCG Group."

     On January 7, 2011, we formed a new wholly-owned  subsidiary by the name of
"Consumer  Capital  Group Inc." in Delaware  solely for purposes of changing our
corporate name to "Consumer  Capital Group Inc." in conjunction with the closing
of the Merger.

     On January 11, 2011,  our board of directors  resolved to change our fiscal
year end from June 30 to December 31.

     Upon  completion  of the Merger on  February  17,  2011,  our name has been
changed to  "Consumer  Capital  Group  Inc." Our current  principal  offices are
located at 35 North Lake  Avenue,  Suite 280,  Pasadena,  CA 91101.  Our trading
symbol on the  Over-the-Counter  Bulletin Board (the "OTCBB") is now CCGN. There
was no trading of our shares  prior to the Merger.  Since the Merger,  there has
been very limited trading of our shares.

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<PAGE>
MERGER

     Under the Merger  Agreement,  the Company issued an aggregate of 17,777,778
shares of its common stock to the  shareholders of CCG immediately  prior to the
Merger ("CCG  Shareholders")  at an exchange rate of one (1) share of our common
stock for each 21.96 shares of CCG common stock.

     Immediately prior to the closing of the Merger, there were 2,500,000 issued
and outstanding  shares of the Company's common stock, 60% of which were held by
the  then-principal  stockholder,  CEO, and sole  director of the  Company,  Mr.
Bengfort. As a part of the Merger, CCG paid USD $335,000 in cash to Mr. Bengfort
in exchange  for his  agreement  to enter into  various  transaction  agreements
relating to the Merger,  as well as the  cancellation of 1,388,889 shares of the
Company's  common  stock  directly  held  by  him,  constituting  92.6%  of  his
pre-Merger holdings of Company common stock.

     In connection  with the Merger,  the mining rights held by the Company were
assigned to Mr. Bengfort,  and in turn Mr. Bengfort also personally  assumed all
liabilities of the Company existing immediately prior to the closing,  under the
terms of an  Assignment  and  Assumption  Agreement  between the Company and Mr.
Bengfort  effective  on the  closing  date of the merger  (the  "Assignment  and
Assumption  Agreement").  Mr.  Bengfort  also agreed to discharge and forego his
rights  to be  repaid  approximately  $16,000,  which  the  Company  owed to him
immediately  prior to the  closing of the  Merger,  along with all other  claims
against the Company, by executing a release agreement  ("Release")  effective on
the closing date of the Merger.  Mr.  Bengfort  also agreed to be a party to the
Merger Agreement including various  representations and warranties,  and execute
an indemnification agreement  ("Indemnification  Agreement") in favor of CCG and
the CCG shareholders to indemnify them for any breach of the Merger Agreement or
unpaid or unresolved  liabilities of the Company that may  materialize  within a
one year period after the closing.

     In connection with the closing, Mr. Bengfort resigned as the Company's sole
officer and  director,  and  designees of CCG were  appointed as new  directors.
These new  directors  took  office and  appointed  new  officers  of the Company
promptly following the closing of the Merger.

BUSINESS OF CCG

     From and after the  closing  of the  Merger,  our  primary  operations  now
consist of the business and operations of the CCG Group,  which are conducted in
the PRC. CCG is a holding  company that,  prior to December  2010,  through Arki
(Beijing)  E-Commerce  Technology  Corp.  ("Arki  Beijing") and its entity under
common control, Arki Network Service, operates a consumer e-commerce business in
the PRC.  Beginning in December  2010, the  e-commerce  business  operations are
conducted  through  America  Arki  (Fuxin)  Network  Management  Co. Ltd., a PRC
corporation  ("Arki  Fuxin"),  Arki Network  Service,  and Arki Beijing  through
respective  contractual  arrangements  among those  parties.  These  contractual
arrangements  are  necessary  to comply  with laws of the PRC  limiting  foreign
ownership  of  companies  that  operate in the  e-commerce  space.  Through such
contractual  arrangements,  we have the ability to substantially  influence Arki
Network Service's daily business  operations and financial affairs,  appoint its
management, and approve all matters requiring stockholder approval.

     CCG also owns 100% of the capital stock of America Pine (Beijing) Bio-Tech,
Inc., a PRC  corporation  ("America  Pine  Beijing"),  which does not  currently
conduct material operations.

     CCG  headquarters  are  located  in  Pasadena,   California,  and  our  PRC
operations are headquartered in Beijing.

Ccg History and Organization

     The founders of the CCG Group are Jianmin Gao, Lingling Zhang, and Fei Gao.
The founders  formed  America Pine Group Inc.  ("America  Pine  California")  in
California on November 27, 2006.  America Pine California was in the business of
selling  healthcare  products  from the U.S.  in the PRC.  The  founders  formed

                                       4
<PAGE>
America Pine  Beijing in the PRC on March 21, 2007 as a wholly owned  subsidiary
of America Pine  California to conduct  operations for this business in the PRC.
These operations ceased on February 5, 2010.

     The  founders  formed  Arki  Beijing  in the PRC on March 6, 2008 also as a
wholly  owned  subsidiary  of America  Pine with an intention to develop the CCG
Group's current consumer e-commerce business.

     CCG was formed in California on October 14, 2009. In February 2010, America
Pine California transferred America Pine Beijing and Arki Beijing to CCG.

     On November 26, 2010, CCG formed Arki Fuxin as its wholly owned subsidiary.

     On November  29,  2010,  CCG received  approval  from the Beijing  Fangshan
District  Business  Council in the PRC to acquire  the  controlling  interest of
Beijing  Beitun  Trading  Co.  ("Beitun  Trading"),  a PRC  domestic  trade  and
distribution company engaged in the wholesale  distribution and import/export of
various food and meat products,  industrial machinery, and electrical equipment.
The joint  venture  has a  registered  capital  of  500,000  RMB  (approximately
$75,069)  -  255,000  RMB  (approximately  $38,285)  from  CCG and  245,000  RMB
(approximately  $36,784) from Wei Guo. As of the present  date,  CCG owns 51% of
Beitun Trading, and Wei Guo owns 49% of Beitun Trading.

     On  November  26,  2010,  Arki  Beijing,  Arki  Network  Service,  and  its
shareholders entered into contractual arrangements, and effective December 2010,
Arki Fuxin, Arki Network Service,  and its shareholders entered into contractual
arrangements,  to operate the consumer e-commerce website.  Arki Network Service
is owned by CCG's two largest  shareholders.  These  arrangements are more fully
described below.

Contractual Arrangements with Arki Beijing, Arki Network Service, and Arki Fuxin

     Our relationships  with Arki Network Service,  its  stockholders,  and Arki
Beijing are governed by a series of contractual  arrangements,  as we (including
our direct and indirect  subsidiaries)  do not own any equity  interests in Arki
Network  Service.  PRC law currently has limits on foreign  ownership of certain
companies.  To comply  with these  restrictions,  Arki  Network  Service and its
shareholders entered into two sets of contractual arrangements with Arki Beijing
and Arki Fuxin in November 2010:

     Powers of Attorney.  The equity owners  irrevocably  appointed Arki Beijing
and Arki Fuxin to vote on their  behalf on all matters they are entitled to vote
on, including matters relating to the transfer of any or all of their respective
equity  interests  in the  entity  and the  appointment  of the chief  executive
officer and other senior management members.

     Share Pledge Agreements.  The equity owners pledged their respective equity
interests  in the  entity  as a  guarantee  for the  payment  by the  entity  of
consulting  and services  fees under the  business  cooperation  agreements  and
repayment under the loan agreements.

     Business  Cooperation  Agreement.  Arki Beijing and Arki Fuxin  provide the
entity  with  technical  support,  consulting  services,  and  other  commercial
services.  The initial term of these  agreements is ten years. In  consideration
for those services, the entity agrees to pay Arki Beijing and Arki Fuxin service
fees. The service fees are eliminated upon consolidation.

     Loan Agreements. Loans were granted to the equity owners of the entity with
the  sole  and  exclusive   purpose  of  providing   funds   necessary  for  its
capitalization as required by the laws of the PRC.

     Exclusive  Option  Agreements.  The equity owners of the entity  granted an
option  contract to Arki  Beijing and Arki Fuxin to  purchase  their  respective
equity interests in the entity.

                                       5
<PAGE>
     As of  December  2010,  we  conduct  substantially  all of  our  e-commerce
business  operations  through Arki Fuxin,  which holds substantial  control over
Arki Network  Service's  operations  through their contractual  arrangements.  .
Chinese  laws and  regulations  currently  have limits on foreign  ownership  of
certain  businesses  that  prohibit   non-Chinese  persons  from  having  direct
ownership interests. To comply with these foreign ownership restrictions,  we do
not own any equity interests in Arki Network Service,  but it is an entity under
common control through contractual arrangements.  Arki Network Service holds the
licenses and approvals  necessary to operate its  e-commerce  business in China.
Arki Fuxin and Arki Beijing  entered into  respective  contractual  arrangements
with Arki Network Service' stockholders,  pursuant to which we provide technical
support and consulting and commercial services to Arki Network Service.  Through
these  contractual  arrangements,  we also  have the  ability  to  substantially
influence Arki Network Service's daily operations and financial affairs, appoint
its senior members of management,  and approve all matters requiring stockholder
approval.

Current Corporate Structure

     The following diagram illustrates our corporate structure:

<TABLE>
<CAPTION>
<S>       <C>       <C>
                           Consumer Capital Group Inc.
                                        |
                                        |
                                        |
                                        |
                     ------------------------------------------------------------------------------------------
Investment    {          100%                 100%                      100%                          51%
Ratio         {           |                    |                          |                            |
                          |                    |                          |                            |
Company       {      Arki (Bejing)        America Pine                America Arki (Fuxin)        Bejing Beitun
Name          (      E-commerce           (Bejing) Bio-Tech Inc       Network                     Trade Co Ltd
                     Technology Corp                                  Management Co. Ltd.
                          |                                                |
                          |                                                |
                          |                                           Contractual
                          |                                           Arrangements
                          |                                                |
                          |                                                |
                          ----- Contractual Arrangements ----------   America Arki Network
                                                                      Service Bejing Co, Ltd.
</TABLE>

                                       6
<PAGE>
Our Consumer E-Commerce Website

     In 2010, we commenced market research and developed  supporting  technology
in preparation for our current PRC-based nationwide online retailing platform at
www.ccmus.com,  which was  launched in 2010 for Chinese  consumers.  The website
provides  an  online  marketing  and  retail  platform  for a  wide  variety  of
manufacturers  and  distributors  to  promote  and sell  products  and  services
directly to consumers in the PRC at a substantial  discount  through our rewards
and  incentive  programs.  This  platform  eliminates  the  extended  network of
intermediaries  in  the  manufacturing-distribution-retail  chain  by  providing
direct  access to our  members.  Our  website  also  provides  access to certain
Western products that are generally  unavailable in the PRC such as handbags and
eyewear  made by U.S.  companies  and food and  beverage  products  from  Spain,
Germany, and France.

     Our website provides  consumer goods and services in the following 14 major
categories:

     1.  Nutrition and health supplements;
     2.  Home furnishings;
     3.  Cosmetics and beauty;
     4.  Consumer electronics;
     5.  Culture and sports;
     6.  Consumer services;
     7.  Maternity;
     8.  Closing and shoes;
     9.  Jewelry and accessories;
     10. Travel;
     11. Foreign goods;
     12. Office supplies;
     13. Household appliances; and
     14. Electronics.

How the Website Works

     Sellers use our website to advertise and sell their goods,  manage customer
data, and track orders and shipments. Consumers shop online and pay for products
and  services  through  the  system.  Thus,  we do not  buy,  hold,  or sell any
inventory. The system escrows payments for the goods until the consumer uses the
system to indicate that the order was satisfactorily fulfilled.

     The sellers set the price of their  products and services  offered  through
our website.  The sellers,  however,  must include  within their selling price a
service fee for CCG and money for our points and reward program.

     As of March 10, 2011,  we have 116 vendors who make up the sellers,  or the
manufacturers and distributors who offer their products and services through our
website, and over 18,000 members who make up the consumers who purchase products
and services offered through our website.

Members

     Retail  prices  for  goods and  services  in China  are  generally  uniform
throughout the country, and, outside of the largest cities, businesses as a rule
do not compete on the basis of price.  Instead,  some retailers  offer customers
the chance to win prize money by conducting sweepstakes and in-store lotteries.

     We follow this  practice by means of a "buying club"  dimension  built into
our website.  Members  qualify for daily  sweepstakes  reward  opportunities  by
making  purchases  through the website.  The total amount of the prize money for
each daily  lottery is based on the volume of purchases  made that day.  Members
who  purchase  goods  and/or  services  through the  website  are  automatically

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<PAGE>
enrolled in the daily "Lucky Drawing." These sweepstakes tap into a group-buying
dynamic  whereby  consumers  are motivated to enroll their family and friends as
members of the website and encourage them to make purchases through the website.
The  larger  the volume of sales on a given day,  the  greater  the prize  money
capped at 5,000RMB.

     In  addition  to this  sweepstakes  feature,  we attract  customers,  build
loyalty,  and encourage repeat business by establishing  membership  levels that
correspond  to the total amount  spent on goods and services by each member.  As
members purchase more goods and services through the website, they attain higher
levels of  membership  that entitle  them to "bonus  points" that can be applied
toward future purchases.  Earning  additional points and attaining higher levels
of membership also entitle members to bonus lottery tickets.

Vendors/Sellers

     Our  website  provides  business-to-consumer   e-commerce  technologies  to
manufacturers  and  distributors  throughout  the PRC and  Asia who wish to sell
directly to Chinese consumers.  Our platform  eliminates most intermediate links
and results in substantial  channel cost savings.  By providing direct access to
our members,  sellers attain an immediate and dramatic expansion of their retail
exposure  throughout  the  PRC.  Sellers  benefit  from  the  online  nature  of
business-to-consumer  e-commerce transactions that facilitate fast and immediate
receipt of orders,  shorten  accounts  receivable  periods,  enhance  cash flow,
reduce cost of sales, and increase a seller's operational capacity.

     An  important  feature of our system is that,  in  addition  to the Company
managed  sweepstakes and bonus points  features,  the platform allows sellers to
offer incentive points that accrue to consumers who purchase the sellers' goods.
Sellers may set the amount of the purchase price that consumers  receive back as
incentive points based on the consumer's membership level and purchasing history
with the seller.  These incentive points constitute a strong marketing mechanism
for the seller and an indirect discount to consumers.

Debit Card

     On March 28,  2011,  we  launched a debit bank card  program  that puts CCG
debit cards in the hands of Chinese  consumers  by entering  into a  cooperation
agreement  with Fuxin  City Bank to issue  co-branded  cards with our  Company's
logo. The debit cards embrace all the financial  functions of  traditional  bank
cards. The cardholder may use the debit card to make electronic  payments on our
website and provides discounts for retail transactions outside of our website.

Technology

     Our  website  is built on the  latest  e-commerce  technologies.  Its major
modules and functionalities include:

     *    A front-end web  application  built on Microsoft  ASP.NET  technology,
          including the most advanced .NET 4.0 framework.

          o    Support for Memberships, User Profiles, Security, and Encryption.
          o    Integrated performance enhancement, database, XML, and RSS.
          o    Support  for   real-time   authentication,   authorization,   and
               validation.

     *    Shopping cart built on Microsoft ASP.NET technology using C# libraries
          with .NET user profiles, LINQ, and SQL Server database.

     *    Transaction  engine  built on  Microsoft  SQL Server and  ASP.NET  4.0
          technology with support for parallel  computing and load balancing for
          enhanced efficient real-time transaction performances.

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<PAGE>
     *    Secured order handling via https, authentication,  authorization,  and
          transaction logging.

     *    Vendor  interface web platform that enables vendors to share and route
          information   through   different   departments,    execute   business
          transactions, and obtain real-time reports.

     *    SQL Server Reporting Services.

     *    Scalability.  The system is designed to support very large  numbers of
          concurrent transactions based on its .NET 4.0 parallel computing, load
          balancing, and SQL Server Enterprise capabilities, and grow well ahead
          of the transaction volume curve.

     *    Lucky Drawing sweepstakes.  The daily sweepstakes are conducted on the
          web  platform  by means of  application  features  that  promote  user
          awareness,  create program  documentation,  drive promotions,  perform
          record reconciliations, and generate reporting and acknowledgment.

     *    Bonus point  incentive  program.  The  system's  knowledge  management
          module and a content  management  module are  designed to support this
          and other incentive programs based on corporate strategic planning and
          marketing schedules.

     *    Interface  with  banking  and  financial  partners.  The system  fully
          integrates with our financial institution partners.

Security

     Our platform  provides  both vendors and members with  complete  financial,
identity, authenticity, and delivery security. We hold payment for goods ordered
through the system until the consumer confirms receipt and satisfaction with the
goods received.  Security is ensured by means of a multifactor  account password
and authentication  system,  multiple  password-protected  login protocols,  and
dynamic passwords,  digital certificates,  and other authentication  mechanisms.
The transaction  security system further guarantees that both buyers and sellers
are certified and registered on file in order to ensure the true identity of the
parties.  Each  transaction  is  subject  to  verification  by  industry-leading
proprietary monitoring algorithms to detect and eliminate fraudulent activity.

Industry Overview

China's Economy

     Chinese  consumers are  experiencing  a rapid increase in per capita income
and  household  consumption.  This is  fueled,  in part,  by an active  array of
policies  on the  part of the  Chinese  government  oriented  toward  increasing
disposable  income and  shifting  growth away from  industrial  development  and
toward domestic demand.

     Both  international  and domestic  retailers are turning their attention to
China's smaller cities.  Beijing's  determination to boost rural  consumption is
also  expected to increase  competition  among  retailers  that have  previously
focused on the  country's  big cities.  Through  rapid  expansion of networks of
retail  chain  stores,  supply and  marketing  cooperatives  are rising as major
players in China's "brick and mortar" rural retail market.

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<PAGE>
Internet Use and E-commerce in China

     China's  population  of  internet  users  jumped  to 384  million  in 2009,
according  to the state  China  Internet  Network  Information  Center  (CNNIC).
Throughout  2009, the number of Chinese  internet  users grew by 86 million,  an
increase of 28.9%  compared to the end of 2008.  The survey found 29% of China's
1.3 billion people are now internet users.  According to Reuters,  the number of
Chinese using the internet to book travel,  bank,  and carry out other  commerce
grew by 68% year-over-year.

     E-commerce  activity in China has risen  dramatically in the past couple of
years,  according to the  Shanghai-based  China Market Research  Group,  and was
expected  to reach 90% growth in 2010.  China's  online  shopping  sales rose to
$36.6  billion in 2009 and will reach have reached an  estimated  $80 billion in
2010.

Future Growth in Consumer Spending

     China's government remains focused on continued gains in the development of
the  country's  consumer  market.  At the 2010  Economic  Work  Conference,  the
government   stressed  the  need  to  further  expand   consumption  demand  and
consumption capacity.  China's  well-established policy to stimulate consumption
includes  extending  the  availability  of  consumer  credit and  enhancing  the
country's retail and distribution systems.

     In September  2010,  the Chinese  government  announced  efforts to step up
stimulus of the domestic  consumption  market and expand imports.  It emphasized
the huge  potential of the domestic  consumption  market that is set to reach $2
trillion  in value  this year.  According  to CHINA  DAILY,  China also plans to
continue to boost domestic  consumption as a priority in its 12th Five-Year Plan
(2011-2015).

COMPETITION

     Our website operates in a rapidly growing consumer,  retail, and e-commerce
market across the PRC.  According to Goldman  Sachs,  e-commerce  sales in China
could grow 275% over five years to reach an estimated $300 billion in 2015.

     We compete against both domestic and international e-commerce businesses as
well as traditional retailers that are expanding into e-commerce,  including the
following that we believe are our major competitors:

     *    TAOBAO.COM is China's  biggest  online  retailer.  It follows the eBay
          model  by  facilitating  consumer-to-consumer  retail  by  means  of a
          platform for businesses and  individuals to open online retail stores.
          Taobao caters to  bargain-hunting  consumers.  Most of their users are
          teenagers, college students, and white collar workers in big cities in
          the age group 20-35.

     *    E-COMMERCE  CHINA  DANGDANG  INC.  is another  big online  retailer in
          China. It sells books and other media products and general merchandise
          that it sources from  publishers,  manufacturers,  and distributors in
          China.  It  also  has  a  marketplace  program  in  which  third-party
          merchants  can  sell  general   merchandise   products  alongside  its
          products,  and customers can purchase these products  through the same
          checkout process.

     *    PAIPAI.COM  consists of a number of major channels,  including  women,
          men,  online games,  digital  products,  mobile phone,  life,  sports,
          students,  special offers,  mothers and babies, toys, superior quality
          products,  and hotels.  Its business model centers on fashionable  and
          trendy brand offerings.

     *    EACHNET.COM is eBay's China e-commerce platform.

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Competitive Advantages and Disadvantages

     Our  e-commerce   business  model  possesses  a  number  of   strategically
significant strengths.  Significant  competitors such as Taobao and Paipai cater
predominantly to consumer-to-consumer transactions. In contrast, we focus on the
full  range  of  consumer  goods  and  services,   from  clothing  and  consumer
electronics   to  household   appliances  and  home   furnishings,   in  a  full
business-to-consumer modality. We believe our sweepstakes and incentive programs
are an unmatched  innovation among China's competing e-commerce  offerings.  The
group-buying dynamic these programs harness results in an unusually low-cost and
effective method of attracting  consumers to the website.  For manufacturers and
distributors,  the platform provides  comprehensive  retail channel benefits and
geographical  breadth while  permitting  autonomy and flexibility in how sellers
fulfill and ship goods to consumers.  By  concentrating  our development of core
competencies  in e-commerce  technology,  we avoid the overhead and  operational
difficulties of logistics and supply chains.

     Our  website  is  presently  disadvantaged  by  its  limited  time  in  the
marketplace and our need to recruit and train experienced personnel. In addition
to the competition we face from other e-commerce businesses, we require time and
resources to further integrate our banking,  merchant, and consumer partners. At
present,   consumer-to-consumer   represents  the  largest  segment  of  China's
e-commerce market.  Business-to-consumer  is in its infancy, and our website is,
thus, one of the first-to-market players in this space.

MARKETING AND SALES

     Arki Network Service has relationships with 30 provincial  locations in the
PRC that conducts a continuous program of word-of-mouth market development; Arki
Network  Service,  however,  has no  ownership in any of these  locations.  Each
location  attempts to recruit local and regional  manufacturers and distributors
for our business and to promote the development of online consumer,  family, and
community shopping on our website.

     We have also developed a marketing  program in  conjunction  with the China
Education   Foundation  to  promote  our  business  during  televised   national
graduation ceremonies of the PRC's millions of college students.

PRC REGULATIONS

     Online  commerce  in China is subject to a number of laws and  regulations.
This section  summarizes all material PRC laws and  regulations  relevant to our
business and operations in China and the key provisions of such regulations.

Corporate Laws and Industry Catalogue Relating to Foreign Investment

     The establishment, operation, and management of corporate entities in China
are  governed by the Company Law of the PRC, or the Company  Law,  effective  in
1994,  as amended in 1999,  2004,  and 2005,  respectively.  The  Company Law is
applicable to our PRC subsidiaries and affiliated PRC entity unless the PRC laws
on foreign investment have stipulated otherwise.

     The establishment, approval, registered capital requirement, and day-to-day
operational  matters  of  wholly  foreign-owned  enterprises,  such  as our  PRC
subsidiary,  Arki Network  Service,  are  regulated by the Wholly  Foreign-owned
Enterprise  Law of the PRC  effective  in 1986,  as  amended  in  2000,  and the
Implementation  Rules  of the  Wholly  Foreign-owned  Enterprise  Law of the PRC
effective in 1990, as amended in 2001.

     Investment  activities  in the PRC by  foreign  investors  are  principally
governed by the Guidance Catalogue of Industries for Foreign Investment,  or the
Catalogue,  which  was  promulgated  and is  amended  from  time  to time by the
Ministry of Commerce and the National  Development  and Reform  Commission.  The

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Catalogue divides industries into three categories:  encouraged, restricted, and
prohibited. Industries not listed in the Catalogue are generally open to foreign
investment unless specifically restricted by other PRC regulations.

     Establishment of wholly foreign-owned enterprises is generally permitted in
encouraged  industries.  Some  restricted  industries  are  limited to equity or
contractual joint ventures, while in some cases Chinese partners are required to
hold the majority  interests  in such joint  ventures.  For  example,  sales and
distribution  of audio and video products are among the  restricted  categories,
and only  contractual  joint ventures in which Chinese partners holding majority
interests can engage in the  distribution  of audio and video products in China.
In addition,  restricted  category  projects  are also  subject to  higher-level
government approvals.  Foreign investors are not allowed to invest in industries
in the prohibited category.

Regulations Relating to Telecommunications Services

     In  September   2000,   the  State  Council   issued  the   Regulations  on
Telecommunications of China, or the Telecommunications  Regulations, to regulate
telecommunications activities in China. The telecommunications industry in China
is  governed  by  a  licensing  system  based  on  the  classifications  of  the
telecommunications services set forth under the Telecommunications Regulations.

     The  Ministry of Industry  and  Information  Technology  together  with the
provincial-level communications administrative bureaus, supervises and regulates
the  telecommunications  industry in China. The  Telecommunications  Regulations
divide  the  telecommunications  services  into two  categories:  infrastructure
telecommunications  services and value-added  telecommunications  services.  The
operation  of  value-added   telecommunications   services  is  subject  to  the
examination,  approval, and the granting of licenses by the Ministry of Industry
and Information Technology or the provincial-level communications administrative
bureaus.  According to the  Catalogue of  Classification  of  Telecommunications
Businesses  effective in April 2003,  provision of information  services through
the internet, such as the operation of our website, is classified as value-added
telecommunications services.

Regulations Relating to Foreign Investment in Value-added Telecommunications
Industry

     According  to  the   Administrative   Rules  for  Foreign   Investment   in
Telecommunications  Enterprises issued by the State Council effective in January
2002, as amended in September  2008, a foreign  investor may hold no more than a
50% equity  interest in a value-added  telecommunications  services  provider in
China, and such foreign  investor must have experience in providing  value-added
telecommunications services overseas and maintain a good track record.

     The Circular on Strengthening the  Administration of Foreign  Investment in
and  Operation of  Value-added  Telecommunications  Business,  or the  Circular,
issued by the former Ministry of Information  Industry in July 2006,  reiterated
the regulations on foreign investment in  telecommunications  businesses,  which
require foreign investors to set up  foreign-invested  enterprises and obtain an
internet  content   provider,   or  ICP,  license  to  conduct  any  value-added
telecommunications  business in China.  Under the Circular,  a domestic  company
that holds an ICP license is prohibited from leasing,  transferring,  or selling
the license to foreign investors in any form, and from providing any assistance,
including providing resources,  sites, or facilities,  to foreign investors that
conduct value-added telecommunications business illegally in China. Furthermore,
certain relevant assets,  such as the relevant  trademarks and domain names that
are used in the  value-added  telecommunications  business  must be owned by the
local ICP license holder or its shareholders. The Circular further requires each
ICP license holder to have the necessary  facilities  for its approved  business
operations  and to  maintain  such  facilities  in the  regions  covered  by its
license. In addition, all value-added  telecommunications  service providers are
required to maintain  network and  information  security in accordance  with the
standards set forth under  relevant PRC  regulations.  If an ICP license  holder
fails to comply with the  requirements  in the Circular and also fails to remedy
such  non-compliance  within  a  specified  period  of  time,  the  Ministry  of

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<PAGE>
Information  Industry  or its local  counterparts  have the  discretion  to take
administrative measures against such license holder,  including revoking its ICP
license. We believe Arki Network Service is in compliance with the Circular.

Regulations Relating to Internet Information Services and Content of Internet
Information

     In September 2000, the State Council issued the Administrative  Measures on
Internet  Information  Services,  or the  Internet  Measures,  to  regulate  the
provision  of  information  services  to  online  users  through  the  internet.
According to the Internet Measures,  internet  information  services are divided
into  two  categories:  services  of  an  operative  nature  and  services  of a
non-operative  nature.  Our  business  conducted  through our  website  involves
operating  internet  information  services,  which  requires us to obtain an ICP
license.  If an internet  information  service  provider  fails to obtain an ICP
license,  the relevant local branch of the Ministry of Information  Industry may
levy fines, confiscate its income, or even block its website. Due to the PRC law
restriction  that foreign  investors cannot hold more than a 50% equity interest
in a value-added  telecommunications  services provider, we hold our ICP license
through  Arki  Network  Service.  Arki Network  Service  currently  holds an ICP
license issued by Beijing Communications  Administration,  a local branch of the
Ministry of  Information  Industry.  Our ICP license will expire in August 2015,
and we will renew such license prior to its expiration date.

     The  Internet  Measures  further  specify  that  the  internet  information
services regarding,  among others,  news,  publication,  education,  medical and
health care,  and pharmacy and medical  appliances  are required to be examined,
approved, and regulated by the relevant authorities.  Internet content providers
are  prohibited  from  providing  services  beyond that included in the scope of
their business license or other required licenses or permits.  Furthermore,  the
Internet Measures clearly specify a list of prohibited content. Internet content
providers must monitor and control the information posted on their websites.  We
are subject to this rule as a result of our operation of our online  marketplace
program.

Regulations Relating to Privacy Protection

     As an internet content provider,  we are subject to regulations relating to
protection of privacy.  Under the Internet Measures,  internet content providers
are prohibited from producing,  copying,  publishing or distributing information
that is  humiliating or defamatory to others or that infringes the lawful rights
and interests of others. Internet content providers that violate the prohibition
may  face  criminal  charges  or   administrative   sanctions  by  PRC  security
authorities.  In addition,  relevant  authorities  may suspend  their  services,
revoke  their  licenses  or  temporarily  suspend or close down their  websites.
Furthermore, under the Administration of Internet Bulletin Board Services issued
by the  Ministry of  Information  Industry in November  2000,  internet  content
providers  that provide  electronic  bulletin  board  services  must keep users'
personal  information  confidential  and are  prohibited  from  disclosing  such
personal information to any third party without the consent of the users, unless
otherwise  required  by  law.  The  regulation   further   authorizes   relevant
telecommunication authorities to order internet content providers to rectify any
unauthorized  disclosure.  Internet content  providers could be subject to legal
liabilities  if  unauthorized  disclosure  causes  damages or losses to internet
users.  However,  the PRC  government  retains the power and  authority to order
internet content providers to provide the personal information of internet users
if the users post any prohibited content or engage in illegal activities through
the  internet.  We  believe  that we are  currently  in  compliance  with  these
regulations in all material aspects.

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<PAGE>
Regulations Relating to Taxation

     In January 2008,  the PRC  Enterprise  Income Tax Law took effect.  The PRC
Enterprise  Income Tax Law applies a uniform 25%  enterprise  income tax rate to
both  foreign-invested  enterprises and domestic  enterprises,  unless where tax
incentives  are  granted  to  special  industries  and  projects.  Under the PRC
Enterprise  Income  Tax  Law  and  its  implementation  regulations,   dividends
generated  from the  business  of a PRC  subsidiary  after  January  1, 2008 and
payable to its foreign  investor may be subject to a withholding tax rate of 10%
if the PRC tax authorities determine that the foreign investor is a non-resident
enterprise,  unless  there  is a tax  treaty  with  China  that  provides  for a
preferential  withholding tax rate.  Distributions of earnings  generated before
January 1, 2008 are exempt from PRC withholding tax.

     Under the PRC Enterprise Income Tax Law, an enterprise  established outside
China with "de facto  management  bodies" within China is considered a "resident
enterprise" for PRC enterprise income tax purposes and is generally subject to a
uniform  25%  enterprise  income tax rate on its  worldwide  income.  A circular
issued by the State  Administration  of  Taxation  in April 2009  regarding  the
standards used to classify certain  Chinese-invested  enterprises  controlled by
Chinese  enterprises or Chinese  enterprise  groups and  established  outside of
China as "resident  enterprises"  clarified that dividends and other income paid
by such PRC  "resident  enterprises"  will be considered  PRC-source  income and
subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC
enterprise  shareholders.   This  circular  also  subjects  such  PRC  "resident
enterprises" to various reporting requirements with the PRC tax authorities.

     Under the implementation  regulations to the PRC Enterprise Income Tax Law,
a "de facto  management body" is defined as a body that has material and overall
management and control over the manufacturing and business operations, personnel
and human resources, finances, and properties of an enterprise. In addition, the
tax  circular  mentioned  above  specifies  that certain  PRC-invested  overseas
enterprises  controlled by a Chinese enterprise or a Chinese enterprise group in
the PRC will be  classified  as PRC resident  enterprises  if the  following are
located or residence in the PRC:  senior  management  personnel and  departments
that are responsible for daily production,  operation, and management; financial
and personnel  decision making bodies;  key properties,  accounting  books,  the
company seal, and minutes of board meetings and shareholders' meetings; and half
or more of the senior management or directors having voting rights.

Regulations Relating to Foreign Exchange

     Pursuant  to the  Regulations  on the  Administration  of Foreign  Exchange
issued by the State  Council and  effective in 1996,  as amended in January 1997
and August  2008,  current  account  transactions,  such as sale or  purchase of
goods,  are not subject to PRC  governmental  control or  restrictions.  Certain
organizations in the PRC, including foreign-invested  enterprises, may purchase,
sell,  and/or remit foreign  currencies  at certain banks  authorized to conduct
foreign exchange business upon providing valid commercial documents. Approval of
the PRC State Administration of Foreign Exchange,  or SAFE, however, is required
for capital account transactions.

     In August  2008,  SAFE  issued a  circular  on the  conversion  of  foreign
currency  into  Renminbi by a  foreign-invested  company that  regulates how the
converted  Renminbi  may be used.  The  circular  requires  that the  registered
capital of a  foreign-invested  enterprise  converted into Renminbi from foreign
currencies  may only be utilized for purposes  within its  business  scope.  For
example,  such  converted  amounts  may  not  be  used  for  investments  in  or
acquisitions of other PRC companies,  unless  specifically  provided  otherwise,
which can inhibit the ability of companies to consummate such  transactions.  In
addition,  SAFE  strengthened  its oversight of the flow and use of the Renminbi
registered  capital  of  foreign-invested  enterprises  converted  from  foreign
currencies.  The use of such Renminbi  capital may not be changed without SAFE's
approval,  and may  not in any  case be used  to  repay  Renminbi  loans  if the
proceeds of such loans have not been  utilized.  Violations may result in severe
penalties, such as heavy fines.

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<PAGE>
Regulations Relating to Labor

     Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor  Contract
Law effective in 2008, a written  labor  contract is required when an employment
relationship  is  established  between  an  employer  and  an  employee.   Other
labor-related  regulations  and rules of the PRC stipulate the maximum number of
working hours per day and per week as well as the minimum wages.  An employer is
required to set up  occupational  safety and sanitation  systems,  implement the
national  occupational  safety  and  sanitation  rules  and  standards,  educate
employees on occupational safety and sanitation,  prevent accidents at work, and
reduce occupational hazards.

     In the PRC, workers dispatched by an employment agency are normally engaged
in temporary,  auxiliary, or substitute work. Pursuant to the PRC Labor Contract
Law, an employment agency is the employer for workers  dispatched by it and must
perform an employer's  obligations toward them. The employment  contract between
the employment agency and the dispatched  workers,  and the placement  agreement
between the  employment  agency and the company  that  receives  the  dispatched
workers  must be in writing.  Also,  the  company  that  accepts the  dispatched
workers  must bear joint and several  liability  for any  violation of the Labor
Contract  Law by the  employment  agencies  arising  from their  contracts  with
dispatched  workers.  An employer is obligated to sign an indefinite  term labor
contract with an employee if the employer continues to employ the employee after
two  consecutive  fixed-term  labor  contracts.  The  employer  also  has to pay
compensation to the employee if the employer terminates an indefinite term labor
contract.  Except  where the  employer  proposes  to renew a labor  contract  by
maintaining  or raising the conditions of the labor contract and the employee is
not agreeable to the renewal, an employer is required to compensate the employee
when a definite term labor contract expires. Furthermore,  under the Regulations
on Paid Annual Leave for Employees  issued by the State Council in December 2007
and effective as of January 2008, employees who have served an employer for more
than one (1) year and less than ten years are entitled to a 5-day paid vacation,
those whose  service  period ranges from 10 to 20 years are entitled to a 10-day
paid vacation,  and those who have served for more than 20 years are entitled to
a 15-day paid  vacation.  An employee who does not use such vacation time at the
request  of the  employer  shall be  compensated  at three  times  their  normal
salaries for each waived vacation day.

     Pursuant to the Regulations on Occupational  Injury Insurance  effective in
2004 and the Interim Measures  concerning the Maternity Insurance for Enterprise
Employees  effective  in  1995,  PRC  companies  must  pay  occupational  injury
insurance  premiums  and  maternity  insurance  premiums  for  their  employees.
Pursuant  to the Interim  Regulations  on the  Collection  and Payment of Social
Insurance  Premiums  effective in 1999 and the Interim  Measures  concerning the
Administration of the Registration of Social Insurance  effective in 1999, basic
pension   insurance,   medical   insurance,   and  unemployment   insurance  are
collectively  referred  to as social  insurance.  Both PRC  companies  and their
employees are required to contribute to the social insurance plans.  Pursuant to
the  Regulations  on the  Administration  of Housing Fund  effective in 1999, as
amended in 2002,  PRC  companies  must  register  with  applicable  housing fund
management  centers and establish a special housing fund account in an entrusted
bank.  Both PRC companies and their  employees are required to contribute to the
housing funds.  The PRC  Subsidiaries and Arki Network Service are in process of
applying  for  registration  for social  insurance  and  opening a housing  fund
account.

Regulations On Dividend Distribution

     Wholly  foreign-owned  companies in the PRC may pay  dividends  only out of
their  accumulated  profits  after  tax as  determined  in  accordance  with PRC
accounting  standards.   Remittance  of  dividends  by  a  wholly  foreign-owned
enterprise  out of China is subject to  examination  by the banks  designated by
SAFE. Wholly foreign-owned companies may not pay dividends unless they set aside
at least 10% of their  respective  accumulated  profits  after tax each year, if
any, to fund certain reserve funds,  until such time as the accumulative  amount
of such  fund  reaches  50% of the  wholly  foreign-owned  company's  registered
capital.  In  addition,  these  companies  also may  allocate a portion of their
after-tax  profits based on PRC accounting  standards to staff welfare and bonus
funds at their discretion. These reserve funds and staff welfare and bonus funds
are not distributable as cash dividends.

                                       15
<PAGE>
Safe Regulations On Offshore Special Purpose Companies Held by PRC Residents or
Citizens

     Pursuant  to the Notice on  Relevant  Issues  Concerning  Foreign  Exchange
Administration  for PRC Residents to Engage in Financing and Inbound  Investment
via Overseas  Special  Purpose  Vehicles,  or Circular No. 75, issued in October
2005 by SAFE  and its  supplemental  notices,  PRC  citizens  or  residents  are
required  to register  with SAFE or its local  branch in  connection  with their
establishment  or control of an offshore  entity  established for the purpose of
overseas equity financing involving a roundtrip  investment whereby the offshore
entity acquires or controls  onshore assets or equity  interests held by the PRC
citizens or residents.  In addition,  such PRC citizens or residents must update
their SAFE  registrations  when the offshore  special purpose vehicle  undergoes
material  events  relating to  increases  or  decreases  in  investment  amount,
transfers or exchanges of shares, mergers or divisions, long-term equity or debt
investments,  external guarantees,  or other material events that do not involve
roundtrip  investments.   Subsequent  regulations  further  clarified  that  PRC
subsidiaries  of an  offshore  company  governed  by the  SAFE  regulations  are
required to  coordinate  and  supervise  the filing of SAFE  registrations  in a
timely  manner  by the  offshore  holding  company's  shareholders  who  are PRC
citizens  or  residents.   If  these   shareholders  fail  to  comply,  the  PRC
subsidiaries  are  required  to  report  to  the  local  SAFE  branches.  If the
shareholders  of the offshore  holding company who are PRC citizens or residents
do not  complete  their  registration  with the  local  SAFE  branches,  the PRC
subsidiaries may be prohibited from distributing their profits and proceeds from
any reduction in capital, share transfer or liquidation to the offshore company,
and  the  offshore  company  may be  restricted  in its  ability  to  contribute
additional capital to its PRC subsidiaries. Moreover, failure to comply with the
SAFE  registration  and amendment  requirements  described above could result in
liability under PRC law for evasion of applicable foreign exchange restrictions.

M&A Rules

     On August 8, 2006, six PRC regulatory agencies,  including China Securities
Regulatory Commission, or CSRC, promulgated a rule entitled Provisions Regarding
Mergers and Acquisitions of Domestic  Enterprises by Foreign  Investors,  or the
M&A Rules, to regulate foreign investment in PRC domestic  enterprises.  The M&A
rules, among other things, requires an overseas special purpose vehicle, or SPV,
formed for listing purposes through  acquisitions of PRC domestic  companies and
controlled by PRC companies or individuals, to obtain the approval of CSRC prior
to publicly listing their  securities on an overseas stock exchange.  We believe
that while the CSRC generally has  jurisdiction  over overseas  listings of SPVs
like us, CSRC's  approval is not required for this offering  given the fact that
no provision in the M&A Rules classifies the respective contractual arrangements
between Arki Network  Service and Arki Beijing and between Arki Network  Service
and Arki Fuxin as a type of acquisition transaction falling under the M&A Rules.
There remains some  uncertainty as to how this regulation will be interpreted or
implemented in the context of an overseas  offering.  If the CSRC or another PRC
regulatory  agency  subsequently  determines  that approval is required for this
offering, we may face sanctions by the CSRC or another PRC regulatory agency.

     The M&A Rules also establish  procedures and  requirements  that could make
some acquisitions of Chinese companies by foreign investors more  time-consuming
and  complex,  including  requirements  in some  instances  that the Ministry of
Commerce be notified in advance of any change-of-control  transaction in which a
foreign investor takes control of a Chinese domestic enterprise.

Safe Regulations On Employee Share Options

     On March 28, 2007, SAFE  promulgated  the Application  Procedure of Foreign
Exchange Administration for Domestic Individuals Participating in Employee Share
Holding  Plan or Share  Option Plan of  Overseas  Listed  Company,  or the Share
Option Rule. Pursuant to the Share Option Rule, Chinese citizens who are granted
share options by an overseas  publicly  listed  company are required to register
with SAFE through a Chinese agent or Chinese subsidiary of the overseas publicly
listed company and complete certain other procedures. Our PRC employees who have
been granted share options will be subject to these regulations.  Failure of our

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PRC share option holders to complete their SAFE  registrations may subject these
PRC  employees  to fines and legal  sanctions  and may also limit our ability to
contribute  additional  capital  into our PRC  subsidiaries  and  limit  our PRC
subsidiaries' ability to distribute dividends to us.

EMPLOYEES

     During the period  covered by this report,  we had one  employee,  Scott D.
Bengfort,  who was our sole officer and director.  Mr. Bengfort  devoted 5 hours
per week to company matters.  There were no formal employment agreements between
the Company and Mr.  Bengfort.  In  connection  with the  Merger,  Mr.  Bengfort
resigned as the  Company's  sole  officer and  director.  Currently,  we have 12
employees, all of which are full-time employees.

BANKRUPTCY OR SIMILAR PROCEEDINGS

     There has been no bankruptcy, receivership or similar proceeding.

ITEM 1A. RISK FACTORS.

                         RISKS RELATING TO OUR BUSINESS

OUR  LIMITED  OPERATING  HISTORY  MAKES IT  DIFFICULT  TO  EVALUATE  OUR  FUTURE
PROSPECTS AND RESULTS OF OPERATIONS.

     Our preparatory  work for consumer  e-commerce  business  commenced and the
operation of our online  retailing  platform  officially  commenced in 2010.  We
acquired a majority interest in a meat  distribution  business in November 2010.
Our limited  operating  history makes it difficult to evaluate our business.  In
addition,  the limited  performance history of our management and sales team and
the uncertainty of our future performance and ability to maintain or improve our
financial,  sales, and operating systems,  procedures, and controls increase the
risk that we may be unable to continue to successfully operate our business.  In
the event  that we are not able to manage  our  growth  and  operate as a public
company due to our limited  experience,  our business may suffer uncertainty and
failures, which makes it difficult to evaluate our business.

WE ARE  HIGHLY  DEPENDENT  ON SENIOR  MANAGEMENT  AND KEY  SALES  AND  TECHNICAL
PERSONNEL.

     We are highly dependent on our senior management to manage our business and
operations.  In  particular,  we rely  substantially  on Jianmin  Gao, our Chief
Executive Officer,  to manage our operations.  The loss of Mr. Gao, or any other
member of our senior  management,  would have a material  adverse  effect on our
business and operations.  Competition for senior management is intense,  and the
pool of suitable  candidates  is limited.  We may be unable to locate a suitable
replacement  for any member of our senior  management that we lose. In addition,
if any member of our senior  management  joins a competitor or forms a competing
company,  they may compete with us for customers,  business partners,  and other
key professionals and staff members of the Company.

THE  SHAREHOLDERS  OF OUR  AFFILIATED  PRC ENTITY HAVE  POTENTIAL  CONFLICTS  OF
INTEREST WITH US, WHICH MAY ADVERSELY AFFECT OUR BUSINESS.

     Jianmin Gao and Fei Gao are father and son, respectively,  and officers and
directors  of the  Company.  They  are  also  the  two (2)  shareholders  of our
affiliated PRC entity,  Arki Network  Service,  each holding 50% in such entity.
Thus,  conflicts  of  interest  between  their  duties to the  Company and their
interests  as the  controlling  shareholders  of our  affiliated  PRC entity may
arise.  We cannot assure you that they will act entirely in our  interests  when
conflicts of interest  arise or that  conflicts of interest  will be resolved in
our  favor.  If we are  unable to resolve  any such  conflicts,  or if we suffer

                                       17
<PAGE>
significant  delays  or other  obstacles  as a  result  of such  conflicts,  our
business and operations could be severely disrupted,  which could materially and
adversely affect our results of operations and damage our reputation.

IF WE FAIL TO MANAGE  OUR  RELATIONSHIPS  WITH OUR  VENDORS,  OUR  BUSINESS  AND
PROSPECTS MAY SUFFER.

     Our website provides  products and services from domestic Chinese and other
Asian  manufacturers  and  distributors.  Maintaining  good  relationships  with
suppliers  of products and  services  that are offered  through our website that
compete  with each other can be  difficult.  For  example,  suppliers of similar
products may compete for desirable  virtual shelf space or priority  exposure of
their  products on our website to our customer  base.  There can be no assurance
that our current  vendors  will  continue to offer their  products  and services
through our website,  or that we will be able to establish new or extend current
vendor  relationships  to ensure a steady  supply to our members in a timely and
cost-efficient   manner.   If  we  are  unable  to  develop  and  maintain  good
relationships  with these  manufacturers  and  distributors,  it may inhibit our
ability to offer products and services  demanded by our  customers,  or to offer
them in sufficient  quantities and at prices acceptable to them. In addition, if
our  vendors  cease to provide  us with  favorable  pricing or payment  terms or
return  policies,   our  working  capital  requirements  may  increase  and  our
operations  may be  materially  and  adversely  affected.  Any  breakdown in our
relationships  with the manufacturers  and distributors,  or a failure to timely
resolve  disputes  with or complaints  from our vendors,  could  materially  and
adversely affect our business, prospects, and results of operations.

WE MAY INCUR LIABILITY FOR COUNTERFEIT PRODUCTS SOLD AT OUR WEBSITE.

     Our website offers products from over 116  manufacturers  and  distributors
across China.  Those  manufacturers and distributors are separately  responsible
for  sourcing the  products  they sell on our website.  Although we have adopted
measures to verify the authenticity of products sold on our website and minimize
potential infringement of third-party intellectual property rights in the course
of sourcing and selling products, we may not always be successful.  In the event
that counterfeit or infringing  products are sold on our website,  we could face
claims  that we  should be held  liable  for  selling  counterfeit  products  or
infringing on others'  intellectual  property  rights.  If there is a successful
claim  against us, we might be required  to pay  substantial  damages or refrain
from further sale of the relevant products.  Moreover,  regardless of whether we
successfully  defend  against  such  claims,  our  reputation  could be severely
damaged.  Successful claims of infringement of third-party intellectual property
rights  against us is a violation by the sellers of products and services on our
website of agreements we have with such sellers, which automatically  terminates
such agreement,  and any damages  obtained against us may be deducted from sales
by such sellers. Any of these events could have a material adverse effect on our
business, results of operations, or financial condition.

WE MAY BE REQUIRED TO OBTAIN PAYMENT SERVICE PERMIT.

     Pursuant to the "Measures  for the  Administration  of Payment  Services of
Non-Financial Institutions" (the "Measures") promulgated by the People's Bank of
China  (the  "BOA")  and  effective  on  September  1,  2010,  and its  Detailed
Implementation Rules effective on December 1, 2010, a Payment Business Permit is
required for the non-financial  institutions that serve as intermediary agencies
between the payer and the  beneficiary to provide partial or all of the monetary
funds  transfer  services  in the form of a) online  payment;  b)  issuance  and
acceptance of prepaid cards;  c) bill  collection  via  bankcards;  and d) other
payment  services  determined by the People's Bank of China. In terms of on line
payment,  it refers to an act of  transferring  money  between the payer and the
beneficiary  through  public  network or  special  network,  including  currency
exchange,  online payment, mobile phone payment,  telephone payment, and digital
TV payment.  In addition,  the Measures set forth certain conditions for Payment
Business Permit applicant in terms of registered capital amount,  qualifications
of the main  capital  contributors  and so on. We may be required to apply for a
Payment  Business  Permit  accordingly.  Prior to receipt of a Payment  Business
Permit,  we may not be  qualified  to  provide  money  escrow  services  for our
clients,   which  may  impair  our  competitiveness  and  adversely  affect  our
operation.

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<PAGE>
OUR INABILITY TO OBTAIN CAPITAL, USE INTERNALLY GENERATED CASH, OR USE SHARES OF
OUR COMMON STOCK OR DEBT TO FINANCE  FUTURE  EXPANSION  EFFORTS COULD IMPAIR THE
GROWTH AND EXPANSION OF OUR BUSINESS.

     Reliance on internally  generated cash or debt to finance our operations or
complete business  expansion efforts could  substantially  limit our operational
and financial flexibility. The extent to which we will be able or willing to use
shares of common stock to consummate  expansions will depend on our market value
from time to time and the willingness of potential  sellers to accept it as full
or partial  payment.  Using  shares of common  stock for this  purpose  also may
result in significant dilution to our then existing stockholders.  To the extent
that we are unable to use common stock to make future expansions, our ability to
grow  through  expansions  may be  limited by the extent to which we are able to
raise capital for this purpose through debt or equity  financings.  No assurance
can be given that we will be able to obtain the  necessary  capital to finance a
successful expansion program or our other cash needs. If we are unable to obtain
additional  capital on acceptable  terms, we may be required to reduce the scope
of any expansion.  In addition to requiring funding for expansions,  we may need
additional funds to implement our internal growth and operating strategies or to
finance other aspects of our  operations.  Our failure to (i) obtain  additional
capital on  acceptable  terms,  (ii) use  internally  generated  cash or debt to
complete expansions because it significantly limits our operational or financial
flexibility,  or (iii) use shares of common stock to make future  expansions may
hinder our ability to  actively  pursue any  expansion  program we may decide to
implement and negatively impact our stock price.

OUR SUCCESS MAY DEPEND IN PART ON OUR ABILITY TO MAKE SUCCESSFUL ACQUISITIONS.

     As part of our  business  strategy,  we may plan to expand  our  operations
through  strategic  acquisitions in our current  markets and in new markets.  We
cannot  accurately  predict the  timing,  size,  and success of our  acquisition
efforts.  Our acquisition  strategy involves  significant  risks,  including the
following:

     *    our ability to identify suitable acquisition  candidates at acceptable
          prices;

     *    our  ability  to  successfully  complete  acquisitions  of  identified
          candidates;

     *    our  ability  to  compete   effectively   for  available   acquisition
          opportunities;

     *    increases in asking prices by acquisition  candidates to levels beyond
          our financial capability or to levels that would not

     *    result in the returns required by our acquisition criteria;

     *    diversion of management's attention to expansion efforts;

     *    unanticipated  costs  and  contingent   liabilities   associated  with
          acquisitions;

     *    failure of acquired businesses to achieve expected results;

     *    our  failure  to  retain  key   customers  or  personnel  of  acquired
          businesses; and

     *    difficulties   entering  markets  in  which  we  have  no  or  limited
          experience.

     These risks, as well as other  circumstances that often accompany expansion
through  acquisitions,  could  inhibit  our  growth  and  negatively  impact our
operating  results.  In addition,  the size,  timing,  and success of any future
acquisitions may cause  substantial  fluctuations in our operating  results from
quarter to quarter.  Consequently, our operating results for any quarter may not
be indicative of the results that may be achieved for any subsequent  quarter or
for a full fiscal year.  These  fluctuations  could adversely  affect the market
price of our common stock.

                                       19
<PAGE>
COSTS INCURRED BECAUSE WE ARE A PUBLIC COMPANY MAY AFFECT OUR PROFITABILITY.

     As a public company,  we incur  significant  legal,  accounting,  and other
expenses,  and we are  subject to the SEC's  rules and  regulations  relating to
public disclosure that generally involve a substantial  expenditure of financial
resources.  In  addition,  the  Sarbanes-Oxley  Act of  2002,  as well as  rules
subsequently  implemented by the SEC,  requires changes in corporate  governance
practices of public  companies.  We expect that full  compliance with such rules
and regulations will significantly  increase our legal and financial  compliance
costs  and make  some  activities  more  time-consuming  and  costly,  which may
negatively impact our financial results.  To the extent our earnings suffer as a
result of the financial  impact of our SEC reporting or  compliance  costs,  our
ability to develop an active trading market for our securities could be harmed.

     It may be  time-consuming,  difficult  and  costly  for us to  develop  and
implement  the  internal  controls  and  reporting  procedures  required  by the
Sarbanes-Oxley  Act, when  applicable to us. Our new members of management as of
the reverse merger transaction have no experience operating a public company. We
may need to recruit,  hire,  train, and retain additional  financial  reporting,
internal  controls,  and  other  personnel  in order to  develop  and  implement
appropriate  internal  controls and reporting  procedures both  domestically and
internationally.  If  we  are  unable  to  comply  with  the  internal  controls
requirements of the  Sarbanes-Oxley  Act, when applicable,  we may have material
weaknesses  reported in our independent  accountant's  attestation report on our
internal control over financial reporting required by the Sarbanes-Oxley Act.

                         RISKS RELATING TO OUR INDUSTRY

OUR  SUCCESS  DEPENDS  ON OUR  ABILITY TO  IDENTIFY  AND  RESPOND TO  CONSTANTLY
CHANGING CONSUMER PREFERENCES.

     The  e-commerce  and retail  industries  are subject to  changing  consumer
preferences.  Consequently,  we must stay  abreast  of  emerging  lifestyle  and
consumer trends and anticipate trends that will appeal to existing and potential
customers.  If our members  cannot find their  desired  products on our website,
they may stop purchasing products and services on our website, stop visiting our
website,  or visit less often.  If we do not anticipate,  identify,  and respond
effectively to consumer  preferences  or changes in consumer  trends at an early
stage,  we may not be  able  to  generate  our  desired  level  of  sales.  Such
circumstances  could  materially  and adversely  affect our business,  financial
condition, and results of operations.

ANY UNPLANNED  INTERRUPTION  IN THE FUNCTIONING OF OUR NETWORK OR SERVICES COULD
LEAD TO SIGNIFICANT COSTS AND DISRUPTIONS.

     We conduct  all of our  transactions  through our  website,  and the proper
functioning of our website is essential to our business.  Our website is subject
to  unanticipated  interruptions  through failures of our software or network or
virus attacks. The satisfactory  performance,  reliability,  and availability of
our website, our transaction-processing  systems, and our network infrastructure
are critical to our success and our ability to attract and retain customers. Any
system interruptions caused by  telecommunications  failures,  computer viruses,
hacking or other attempts to harm our systems that result in the  unavailability
or slowdown of our website or reduced order fulfillment performance would reduce
the volume of products and services sold and the  attractiveness of offerings at
our website. Our servers may also be vulnerable to computer viruses, physical or
electronic   break-ins,   and   similar   disruptions,   which   could  lead  to
interruptions,  delays,  loss of data,  or the  inability  to accept and fulfill
customer orders. We may also experience  interruptions  caused by reasons beyond
our control.  There can be no assurance that such unexpected  interruptions will
not happen and occurrences  could damage our reputation and result in a material
decrease in our revenues.

                                       20
<PAGE>
THE INTERNET AND INTERNET-BASED  SERVICES IN THE PRC MAY FAIL TO GROW AS QUICKLY
AS EXPECTED, AND LIMITED USE OF PERSONAL COMPUTERS IN THE PRC AND THE RELATIVELY
HIGH COST OF INTERNET  ACCESS MAY LIMIT THE  DEVELOPMENT  OF THE INTERNET IN THE
PRC AND THUS IMPEDE OUR GROWTH.

     Our future  success  depends on the growth of the  internet  in the PRC. In
particular, our business strategy and growth assumptions depend on the continued
development and utilization of internet-based services such as e-commerce. While
business-to-consumer  ecommerce  has  existed  in China  since the  1990s,  only
recently have certain companies,  such as our company,  become profitable,  and,
thus,  the  viability and  prospects of various  business-to-consumer  ecommerce
business models, and e-commerce generally,  in China remain relatively untested.
Our  business  prospects  and future  growth could suffer if the internet or the
markets  for  internet-based  services  in the PRC  fail to grow as  quickly  as
anticipated,  which  could  have a material  adverse  impact  over our  business
prospects, results of operations, and financial condition.

     Further, although the use of personal computers in the PRC has increased in
recent years,  the  penetration  rate of personal  computers in the PRC is still
much lower than that in the United  States.  In addition,  despite a decrease in
the cost of internet access in the PRC due to a decrease in the cost of personal
computers and the greater availability of broadband internet access, the cost of
personal  internet  access,  in contrast with internet  access through  internet
cafes, remains relatively high in comparison to the average per capita income in
the PRC. These factors may limit the growth of membership to our website and our
business overall.

WE FACE  SIGNIFICANT  COMPETITION,  WHICH  COULD  REDUCE  OUR  MARKET  SHARE AND
MATERIALLY AND ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

     The internet market in the PRC is relatively new and rapidly evolving. Yet,
the online retail environment in the PRC is intensely  competitive,  and we face
competition from both several domestic and international  e-commerce  businesses
as well as traditional retailers that are expanding into e-commerce.

     We compete  with our  competitors  in the PRC  primarily  on  technological
advancements,  attractiveness  of products and  services,  volume of traffic and
users,  quality of website  and  content,  strategic  relationships,  quality of
services,  effectiveness  of sales and marketing  efforts,  talented staff,  and
pricing.  We believe our particular  disadvantages  are that our website has had
limited  time in the  marketplace  and we must  recruit  and  train  experienced
personnel.  Over time, our competitors  may gradually build certain  competitive
advantages over us in terms of greater brand  recognition  among internet users,
better products and services,  larger customer and vendor bases,  more extensive
and  well-developed  marketing and sales  networks,  and  substantially  greater
financial and technical resources.

                    RISKS RELATED TO DOING BUSINESS IN CHINA

OUR GROWTH AND  PROFITABILITY  DEPEND ON THE LEVEL OF  ECONOMIC  CONDITIONS  AND
OTHER FACTORS IN CHINA.

     We  currently  derive  all of our  revenue  from the PRC.  This  geographic
concentration  exposes us to consumer  confidence,  spending,  growth rates, and
other  factors that may be specific to that  territory to which we would be less
subject if we were more  geographically  diversified.  The retail  industry,  in
particular,  is very  sensitive  to broad  economic  changes.  The  domestic and
international political environments, including military conflicts and political
turmoil and social  instability,  may also adversely affect consumer  confidence
and reduce  spending,  which could in turn  materially and adversely  affect our
growth and profitability. Any geographic expansion efforts that we undertake may
not be successful, which, in turn, would limit our growth opportunities.

                                       21
<PAGE>
IF THE PRC GOVERNMENT FINDS THAT THE  ARRANGEMENTS  THAT ESTABLISH THE STRUCTURE
FOR OPERATING  OUR BUSINESS DO NOT COMPLY WITH PRC  GOVERNMENT  RESTRICTIONS  ON
FOREIGN INVESTMENT IN THE  TELECOMMUNICATIONS  BUSINESS,  WE COULD BE SUBJECT TO
SEVERE PENALTIES.

     The PRC government regulates telecommunications-related  businesses through
strict business licensing requirements and other government  regulations.  These
laws and  regulations  also  include  limitations  on foreign  ownership  of PRC
companies  that  engage in  telecommunications-related  business.  Specifically,
foreign  investors are not allowed to own more than a 50% equity interest in any
PRC company engaging in value-added telecommunications business.

     The MIIT issued a circular in July 2006 requiring a foreign investor to set
up a  foreign-invested  enterprise  and obtain a value-added  telecommunications
business operating license,  or VAT license, in order to conduct any value-added
telecommunications  business in China. Pursuant to this circular, a domestic VAT
license holder is prohibited  from leasing,  transferring or selling the license
to foreign  investors in any form, and from providing any assistance,  including
providing  resources,  sites or  facilities,  to foreign  investors that conduct
value-added  telecommunications  business illegally in China.  Furthermore,  the
relevant   trademarks  and  domain  names  that  are  used  in  the  value-added
telecommunications business must be owned by the local VAT license holder or its
shareholder.  The circular  further requires each VAT license holder to have the
necessary  facilities for its approved business  operations and to maintain such
facilities in the regions covered by its license.  In addition,  all value-added
telecommunications  service  providers  are  required  to  maintain  network and
information  security in accordance  with the standards set forth under relevant
PRC  regulations.  Due to a lack of  interpretations  from the regulator,  it is
unclear what impact this  circular will have on us or other  similarly  situated
companies.

     The  relevant  PRC  regulatory   authorities   have  broad   discretion  in
determining  whether a particular  contractual  structure is in violation of PRC
laws and  regulations.  If our corporate and contractual  structure is deemed by
the MIIT to be illegal,  either in whole or in part,  we may have to modify such
structure to comply with regulatory requirements.  However, we cannot assure you
that we can achieve this without material  disruption to our business.  Further,
if our  corporate and  contractual  structure is found to be in violation of any
existing or future PRC laws or regulations,  the relevant regulatory authorities
would have broad discretion in dealing with such violations, including:

     *    revoking our business and operating licenses;

     *    levying fines on us;

     *    confiscating  any of our income that they deem to be obtained  through
          illegal operations;

     *    shutting down a portion or all of our networks and servers;

     *    discontinuing or restricting our operations in China;

     *    requiring us to restructure our corporate and contractual structure;

     *    restricting  or  prohibiting  our  use of  the  proceeds  from  future
          offering  to  finance  our  PRC   affiliated   entity'   business  and
          operations; and

     *    taking other  regulatory or enforcement  actions that could be harmful
          to our business.

Occurrence  of any of these events could  materially  and  adversely  affect our
business, financial condition and results of operations.

                                       22
<PAGE>
WE RELY ON CONTRACTUAL  ARRANGEMENTS  WITH ARKI NETWORK SERVICE IN CHINA AND ITS
RESPECTIVE  SHAREHOLDERS  FOR  OUR  BUSINESS  OPERATIONS,  WHICH  MAY  NOT BE AS
EFFECTIVE IN  PROVIDING  OPERATIONAL  CONTROL OR ENABLING US TO DERIVE  ECONOMIC
BENEFITS AS OWNERSHIP OF CONTROLLING EQUITY INTERESTS.

     We rely on and expect to continue to rely on contractual  arrangements with
Arki Network  Service in China and its  respective  shareholders  to operate our
e-commerce platform.  These contractual  arrangements may not be as effective in
providing us with  control  over Arki Network  Service and enabling us to derive
economic  benefits from the  operations of Arki Network  Service as ownership of
controlling  equity  interests  would be.  If we had  direct  ownership  of Arki
Network Service, we would be able to exercise our rights as a shareholder to (i)
effect changes in the board of directors of Arki Network Service,  which in turn
could effect changes,  subject to any applicable fiduciary  obligations,  at the
management level, and (ii) derive economic benefits from the operations of those
entities  by  causing  them to declare  and pay  dividends.  However,  under the
current contractual arrangements,  as a legal matter, if Arki Network Service or
any of its shareholders fails to perform its or his respective obligations under
these  contractual  arrangements,  we may have to incur  substantial  costs  and
resources to enforce such  arrangements,  and rely on legal  remedies  available
under PRC laws, including seeking specific performance or injunctive relief, and
claiming damages, which we cannot assure you will be effective.  For example, if
shareholders  of Arki Network  Service  were to refuse to transfer  their equity
interests therein to us or our designated  persons when we exercise the purchase
option pursuant to these contractual  arrangements,  we may have to take a legal
action to compel them to fulfill their contractual obligations.

     If  (i)  the  relevant  PRC  authorities   invalidate   these   contractual
arrangements for violation of PRC laws, rules and regulations, (ii) Arki Network
Service or its shareholders terminate the contractual arrangements or (iii) Arki
Network  Service or its  shareholders  fail to perform their  obligations  under
these  contractual  arrangements,  our  business  operations  in China  would be
adversely  and  materially  affected,   and  the  value  of  your  shares  would
substantially  decrease.   Further,  if  we  fail  to  renew  these  contractual
arrangements  upon  their  expiration,  we  would  not be able to  continue  our
business  operations  unless the  then-current  PRC law  allowed us to  directly
operate the relevant businesses in China.

     In addition,  if Arki Network Service or all or part of their assets become
subject  to liens or  rights  of  third-party  creditors,  we may be  unable  to
continue  some or all of our business  activities,  which could  materially  and
adversely affect our business, financial condition and results of operations. If
Arki  Network   Service   undergoes  a  voluntary  or  involuntary   liquidation
proceeding, its shareholders or unrelated third-party creditors may claim rights
to some or all of its  assets,  thereby  hindering  our  ability to operate  our
business,  which could materially and adversely affect our business, our ability
to generate revenue and the market price of your shares.

     All of these  contractual  arrangements are governed by PRC law and provide
for the  resolution  of  disputes  through  arbitration  in the PRC.  The  legal
environment in the PRC is not as developed as in some other jurisdictions,  such
as the United States.  As a result,  uncertainties in the PRC legal system could
limit our ability to enforce these contractual arrangements. In the event we are
unable to enforce these  contractual  arrangements,  we may not be able to exert
effective  control  over Arki  Network  Service,  and our ability to conduct our
business may be negatively affected.

OUR  CONTRACTUAL  ARRANGEMENTS  WITH OUR  AFFILIATED  PRC  ENTITY  MAY RESULT IN
ADVERSE TAX CONSEQUENCES TO US.

     As a result of our  corporate  structure and the  contractual  arrangements
between us and our affiliated PRC entity,  we are effectively  subject to the 5%
PRC business tax on net revenues derived from our contractual  arrangements with
our affiliated PRC entity.  We may be subject to adverse tax consequences if the
PRC tax  authorities  were to determine  that the  contracts  between us and our
affiliated  PRC  entity  were not on an arm's  length  basis  and  constitute  a
favorable transfer pricing arrangements. If this occurs, the PRC tax authorities
could request that our affiliated PRC entity adjust its taxable income,  if any,
upward for PRC tax purposes. Such a pricing adjustment could adversely affect us

                                       23
<PAGE>
by increasing our affiliated PRC entity's tax expenses  without reducing our tax
expenses, which could subject our affiliated PRC entity to late payment fees and
other  penalties for  underpayment of taxes.  The PRC enterprise  income tax law
requires every  enterprise in China to submit its annual  enterprise  income tax
return  together with a report on  transactions  with its related parties to the
relevant tax authorities.  The tax authorities may impose reasonable adjustments
on taxation if they have  identified  any related  party  transactions  that are
inconsistent  with  arm's  length  principles.  As  a  result,  our  contractual
arrangements   with  our  affiliated  PRC  entity  may  result  in  adverse  tax
consequences to us. As our affiliated PRC entity suffered accumulated loss since
its  inception,  it has not paid any PRC income tax so far. If it generates  net
income from transactions  with our PRC subsidiaries  pursuant to the contractual
arrangements in the future and the PRC tax  authorities  decide to make transfer
pricing  adjustments  on its net  income,  our  consolidated  net  income may be
adversely affected.

IF OUR AFFILIATED PRC ENTITY FAILS TO OBTAIN AND MAINTAIN THE REQUISITE  ASSETS,
LICENSES,  AND APPROVALS REQUIRED UNDER THE COMPLEX  REGULATORY  ENVIRONMENT FOR
INTERNET-BASED  BUSINESSES IN CHINA,  OUR  BUSINESS,  FINANCIAL  CONDITION,  AND
RESULTS OF OPERATIONS MAY BE MATERIALLY AND ADVERSELY AFFECTED.

     The internet  industry in China is highly  regulated by the PRC  government
and numerous regulatory  authorities of the central PRC government are empowered
to issue and implement  regulations  governing  various  aspects of the internet
industry.  Our affiliated PRC entity is required to obtain and maintain  certain
assets relevant to its business as well as applicable licenses or approvals from
different regulatory authorities in order to provide its current services. These
assets and  licenses  are  essential  to the  operation  of our business and are
generally  subject to annual  review by the relevant  governmental  authorities.
Furthermore,  our  affiliated  PRC entity may be required  to obtain  additional
licenses.  If it  fails to  obtain  or  maintain  any of the  required,  assets,
licenses,  or  approvals,  its  continued  business  operations  in the internet
industry may subject it to various  penalties,  such as  confiscation of illegal
net revenues,  fines, and the  discontinuation or restriction of its operations.
Any such disruption in the business operations of our affiliated PRC entity will
materially and adversely affect our business, financial condition and results of
operations.

REGULATION AND CENSORSHIP OF INFORMATION DISTRIBUTION OVER THE INTERNET IN CHINA
MAY  ADVERSELY  AFFECT  OUR  BUSINESS,  AND  WE MAY BE  LIABLE  FOR  INFORMATION
DISPLAYED ON, RETRIEVED FROM, OR LINKED TO OUR WEBSITE.

     China has enacted laws and  regulations  governing  internet access and the
distribution of products, services, news, information, audio-video programs, and
other  content  through  the  internet.  In the  past,  the PRC  government  has
prohibited the distribution of information through the internet that it deems to
be in violation of PRC laws and regulations. If any of our internet content were
deemed by the PRC government to violate any content  restrictions,  we would not
be able to  continue  to  display  such  content  and could  become  subject  to
penalties,  including confiscation of income, fines, suspension of business, and
revocation of required licenses, which could materially and adversely affect our
business, financial condition, and results of operations. We may also be subject
to potential liability for any unlawful actions of our customers or users of our
website or for content we  distribute  that is deemed  inappropriate.  It may be
difficult to  determine  the type of content that may result in liability to us,
and if we are found to be liable, we may be prevented from operating our website
in China.

OUR ONLINE BUSINESS RELIES ON THE  TELECOMMUNICATIONS  INFRASTRUCTURE OF CHINA'S
INTERNET.

     Most access to the internet in China is maintained  through a network owned
by the local Chinese  telecommunications  carriers (E.G.  China Unicom and China
Telecom)  under the regulatory  supervision of China's  Ministry of Industry and
Information  Technology ("MIIT"). In addition,  networks in China connect to the
internet through a  government-controlled  international  gateway,  which is the
only channel through which domestic  Chinese users connect to the  international
internet  network.  We rely on this  infrastructure  and China  Unicom and China
Telecom  to  provide  data  communications  capacity,  primarily  through  local
telecommunications  lines.  We would have no access to alternative  networks and
services,  on a timely  basis,  if at all,  in the  event of any  infrastructure
disruption or failure.

                                       24
<PAGE>
THE  PRC  LEGAL  SYSTEM  EMBODIES  UNCERTAINTIES  THAT  COULD  LIMIT  THE  LEGAL
PROTECTIONS AVAILABLE TO US.

     The PRC legal  system  is a civil law  system  based on  written  statutes.
Unlike  common law  systems,  it is a system in which  decided  legal cases have
little  precedential  value.  In 1979, the PRC government  began to promulgate a
comprehensive  system of laws and  regulations  governing  general  economic and
business  matters.  The  overall  effect of  legislation  since  1979 has been a
significant  enhancement  of  the  protections  afforded  to  various  forms  of
foreign-invested  enterprises  in China.  Our PRC  subsidiaries  - America  Pine
Beijing, Arki Beijing, Arki Fuxin, and Beitun Trading - are wholly foreign owned
enterprises,  or  WFOEs;  a WFOE is an  enterprise  incorporated  in  China  and
capitalized  by foreign  funds.  Our PRC  subsidiaries  are  subject to laws and
regulations  applicable  to foreign  investment in China in general and laws and
regulations  applicable to WFOEs in  particular.  These laws,  regulations,  and
legal requirements,  however, are constantly changing,  and their interpretation
and enforcement involve  uncertainties,  which could limit the legal protections
available  to  us.  In  addition,   we  cannot  predict  the  effect  of  future
developments in the PRC legal system,  particularly with regard to the internet,
including  the  promulgation  of new laws,  changes  to  existing  laws,  or the
interpretation or enforcement thereof, or the preemption of local regulations by
national laws. Furthermore, any litigation in China may be protracted and result
in substantial costs and diversion of resources and management attention.

REGULATIONS  RELATING TO OFFSHORE  INVESTMENT  ACTIVITIES  BY PRC  RESIDENTS MAY
SUBJECT OUR  STOCKHOLDERS TO FINES AND LEGAL SANCTIONS AND MAY ADVERSELY  AFFECT
OUR BUSINESS.

     The PRC State  Administration  of Foreign Exchange ("SAFE") issued a public
notice in October 2005, or the SAFE notice,  requiring PRC residents to register
with the local SAFE  branch  before  establishing  or  controlling  any  company
outside of China for the purpose of capital financing with assets or equities of
PRC  companies,  referred  to in the  notice  as an  "offshore  special  purpose
company."  PRC  residents  that are  shareholders  of offshore  special  purpose
companies established before November 1, 2005 were required to register with the
local SAFE branch before March 31, 2006. Further,  PRC residents are required to
file  amendments  to their  registrations  with the local  SAFE  branch if their
special purpose  companies undergo material events involving changes in capital,
such as changes in share capital,  mergers and acquisitions,  share transfers or
exchanges,  spin-off transactions,  or long-term equity or debt investments.  We
have urged our  beneficial  owners  that are PRC  residents  to  complete  their
registration  with  local  SAFE  branch as  required  under  the SAFE  notice in
connection  with the  transactions  contemplated  by the Merger  Agreement,  but
cannot assure you that they have  completed  such  registrations  at the time of
filing.  The failure of these  beneficial  owners to timely  complete their SAFE
registrations  pursuant to the SAFE  notice or the failure of future  beneficial
owners of our company  who are PRC  residents  to comply  with the  registration
procedures  set forth in the SAFE notice may subject such  beneficial  owners to
fines  and  legal  sanctions  and may  also  limit  our  ability  to  contribute
additional  capital  into our  WFOEs,  limit our WFOEs'  ability  to  distribute
dividends to us or the offshore  entities set up by our  beneficial  owners,  or
otherwise materially and adversely affect our business.

RESTRICTIONS  ON CURRENCY  EXCHANGE MAY LIMIT OUR ABILITY TO UTILIZE OUR CAPITAL
EFFECTIVELY.

     All of our revenues and operating expenses are denominated in Renminbi. The
Renminbi is currently  freely  convertible  under the "current  account",  which
includes dividends,  trade, and service-related  foreign exchange  transactions,
but not under the "capital  account," which includes  foreign direct  investment
and loans.

     Currently,   our  PRC   subsidiaries  may  purchase  foreign  exchange  for
settlement of "current account transactions," and retain foreign exchange in its
current  account,  subject to a ceiling approved by the SAFE, to satisfy foreign
exchange liabilities or to pay dividends.  We cannot,  however,  assure you that
the relevant PRC  governmental  authorities  will not limit or eliminate our PRC
subsidiaries' abilities to purchase and retain foreign currencies in the future.

                                       25
<PAGE>
     Since a significant  amount of our future  revenues will be  denominated in
Renminbi,  the existing  and any future  restrictions  on currency  exchange may
limit our ability to utilize capital  generated in Renminbi to fund our business
activities  outside of China,  if any, or  expenditures  denominated  in foreign
currencies.

     Foreign  exchange  transactions  under the  capital  account are subject to
limitations  and  require  registration  with or approval  by the  relevant  PRC
governmental  authorities.  In particular, if we finance our PRC subsidiaries by
foreign currency loans,  those loans cannot exceed certain  statutory limits and
must be  registered  with the SAFE,  and if we finance our PRC  subsidiaries  by
capital contributions,  then those capital contributions must be approved by the
Ministry Of Commerce or its local agency. In addition, because of the regulatory
issues related to foreign currency loans to, and foreign investment in, domestic
PRC enterprises, we may not be able to finance Arki Network Service's operations
by loans or capital contributions. We cannot assure you that we can obtain these
governmental  registrations  or approvals on a timely  basis,  if at all.  These
limitations  could  affect  the  ability  of these  entities  to obtain  foreign
exchange  through  debt or equity  financing,  and could  adversely  affect  our
business and financial conditions.

FLUCTUATION  IN THE  VALUE  OF  THE  RENMINBI  MAY  REDUCE  THE  VALUE  OF  YOUR
INVESTMENT.

     The value of the Renminbi  against the U.S. dollar and other  currencies is
affected  by,  among other  things,  changes in China's  political  and economic
conditions and China's  foreign  exchange  policies.  The conversion of Renminbi
into foreign  currencies,  including  U.S.  dollars,  has been based on exchange
rates set by the People's Bank of China.  On July 21, 2005,  the PRC  government
changed its decade-old policy of pegging the value of the Renminbi solely to the
U.S. dollar.  Under this revised policy,  the Renminbi is permitted to fluctuate
within a narrow and managed band against a basket of certain foreign currencies.
Following the removal of the U.S. dollar peg, the Renminbi appreciated more than
20% against the U.S. dollar over the following three years. The People's Bank of
China,  however,  regularly  intervenes in the foreign  exchange market to limit
fluctuations in Renminbi exchange rates and achieve policy goals. For almost two
years after July 2008,  the Renminbi  traded  within a narrow range  against the
U.S. dollar. As a consequence, the Renminbi fluctuated significantly during that
period against other freely traded  currencies,  in tandem with the U.S. dollar.
In June 2010,  the PRC  government  announced  that it would  increase  Renminbi
exchange rate  flexibility.  It remains  unclear,  though,  how this flexibility
might be implemented.  There remains significant  international  pressure on the
PRC government to adopt a more flexible currency policy, which could result in a
further  and more  significant  appreciation  of the  Renminbi  against the U.S.
dollar.

     Because all of our revenues and  expenditures  are denominated in Renminbi,
appreciation or  depreciation in the value of the Renminbi  relative to the U.S.
dollar would affect our financial  results reported in U.S. dollar terms without
giving effect to any underlying change in our business or results of operations.
Fluctuations  in the exchange  rate will also affect the  relative  value of any
dividend we issue that will be exchanged into U.S. dollars and earnings from and
the value of any U.S. dollar-denominated investments we make in the future.

     Very  limited  hedging  transactions  are  available in China to reduce our
exposure to exchange  rate  fluctuations.  To date, we have not entered into any
hedging  transactions  in an effort to reduce our  exposure to foreign  currency
exchange  risk.  While we may decide to enter into hedging  transactions  in the
future, the availability and effectiveness of these hedging  transactions may be
limited,  and we may not be able to  successfully  hedge our exposure at all. In
addition,  our currency  exchange  losses may be  magnified by Chinese  exchange
control  regulations  that restrict our ability to convert Renminbi into foreign
currency.

                         RISK RELATING TO OUR SECURITIES

TO DATE, WE HAVE NOT PAID ANY CASH DIVIDENDS, AND NO CASH DIVIDENDS ARE EXPECTED
TO BE PAID IN THE FORESEEABLE FUTURE.

                                       26
<PAGE>
     We do not  anticipate  paying  cash  dividends  on our common  stock in the
foreseeable  future,  and we may not have sufficient funds legally  available to
pay dividends. Even if the funds are legally available for distribution,  we may
nevertheless  decide not to pay any dividends.  We intend to retain all earnings
for our operations.

WE MAY NEED  ADDITIONAL  CAPITAL,  AND THE SALE OF  ADDITIONAL  SHARES  OR OTHER
EQUITY SECURITIES COULD RESULT IN DILUTION TO OUR STOCKHOLDERS.

     We may require additional cash resources due to changed business conditions
or other future developments, including any investments we may decide to pursue.
If our resources are insufficient to satisfy our cash requirements,  we may seek
to sell  additional  equity or debt  securities.  The sale of additional  equity
securities  could  result in dilution to our  stockholders.  The  incurrence  of
additional  indebtedness would result in increased debt service  obligations and
could result in further  operating  and financing  covenants  that would further
restrict our  operations.  We cannot provide  assurances  that financing will be
available in amounts or on terms acceptable to us, if at all.

THERE  HAS  BEEN A  LIMITED  TRADING  MARKET  FOR  OUR  COMMON  STOCK,  AND  OUR
STOCKHOLDERS MAY BE UNABLE TO LIQUIDATE THEIR SHARES.
     There was no trading of our common  stock prior to our  acquisition  of the
business  and  operations  of the CCG Group in February  2011.  Since that time,
there has been a very limited  trading  market for our common  stock.  An active
trading  market for our common stock may not develop due to a number of factors,
including  the fact that we are a small  company that is  relatively  unknown to
stock  analysts,  stock  brokers,  institutional  investors,  and  others in the
investment community that generate or influence sales volume. Even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant  to follow an unproven  company  such as ours or purchase or recommend
the  purchase  of our shares  until  such time as we became  more  seasoned  and
viable.  We cannot give you any assurance  that an active public  trading market
for our  common  stock  will  develop  or be  sustained.  You may not be able to
liquidate  your stock  quickly  or at the market  price if trading in our common
stock is not active.

IF AN  ACTIVE  TRADING  MARKET  FOR OUR  COMMON  STOCK  DEVELOPS,  WE  EXPECT TO
EXPERIENCE  VOLATILITY  IN THE PRICE OF OUR  COMMON  STOCK,  WHICH MAY RESULT IN
SUBSTANTIAL  LOSSES TO OUR  STOCKHOLDERS IF THEY ARE UNABLE TO SELL THEIR SHARES
AT OR ABOVE THEIR PURCHASE PRICE.

     If an active  trading market for our common stock  develops,  we expect the
market price of our common stock to fluctuate  substantially  for the indefinite
future  due to a number of  factors,  including  general  and  industry-specific
economic  conditions,  actual  or  anticipated  fluctuations  in  our  operating
results,  our  capital  commitments,  and the loss of any of our key  management
personnel.

PAST  ACTIVITIES OF OUR COMPANY AND AFFILIATES MAY LEAD TO FUTURE  LIABILITY FOR
OUR COMPANY.

     Prior to the reverse  triangular  merger  with CCG, we were  engaged in the
acquisition and exploration of mining  properties,  a business  unrelated to our
current  operations.  Any  liabilities  relating to such prior business  against
which we are not  completely  indemnified  will be borne by us and may result in
substantial  costs to the Company and could divert  management's  attention  and
resources that otherwise could have been focused on our business operations.

A LARGE MAJORITY OF OUR SHARES ARE HELD BY A FEW STOCKHOLDERS,  SOME OF WHOM ARE
MEMBERS OF OUR MANAGEMENT. AS THESE PRINCIPAL STOCKHOLDERS SUBSTANTIALLY CONTROL
OUR CORPORATE  ACTIONS,  OUR OTHER  STOCKHOLDERS MAY FACE DIFFICULTY IN EXERTING
ANY INFLUENCE OVER MATTERS NOT SUPPORTED BY THESE PRINCIPAL STOCKHOLDERS.

     Our  principal  stockholders  are Jianmin  Gao,  our Chairman of the Board,
Chief Executive  Officer,  and Chief  Financial  Officer,  Lingling  Zhang,  our
Corporate  Secretary and a member of the Board, and Fei Gao, our Chief Operating

                                       27
<PAGE>
Officer  and  a  member  of  the  Board.   These  principal   stockholders   own
approximately 67% of our outstanding shares of common stock. These stockholders,
acting  individually  or as a group,  could exert  control  over matters such as
electing  directors,  amending our certificate of incorporation  or bylaws,  and
approving mergers or other business  combinations or transactions.  In addition,
because  of the  percentage  of  ownership  and  voting  concentration  in these
principal  stockholders,  elections of our board of directors  will generally be
within the  control of these  stockholders.  While all of our  stockholders  are
entitled to vote on matters  submitted to our  stockholders  for  approval,  the
concentration  of shares and voting control  presently lies with these principal
stockholders.  As such,  it would be difficult for  stockholders  to propose and
have approved proposals not supported by these principal stockholders. There can
be no assurance  that matters  voted upon by our officers and directors in their
capacity as  stockholders  will be viewed  favorably by all  stockholders of our
company.  The stock  ownership of our principal  stockholders  may  discourage a
potential  acquirer from seeking to acquire shares of our common stock which, in
turn, could reduce our stock price or prevent our stockholders  from realizing a
premium over our stock price.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

     As a "smaller  reporting  company" as defined by Item 10 of Regulation S-K,
the Company is not required to provide this information.

ITEM 2. DESCRIPTION OF PROPERTY.

     During the period covered by this report,  we did not own any property.  We
were operating out of the premises of our former  President,  Scott D. Bengfort,
on a rent free basis during our exploration  stage. The office was at 13983 West
Stone Avenue, Post Falls, ID 83854.

     Our  current  principal  executive  offices  are  located  at 35 North Lake
Avenue,  Suite  280,  Pasadena,  CA 91101.  The table  below  provides a general
description of our offices and facilities, including those for our international
operations:

                               Principal                              Lease
   Location                    Activities      Area (sq. ft.)    Expiration Date
   --------                    ----------      --------------    ---------------

35 North Lake Avenue,        Company              1,252        November 30, 2012
Suite 280                    headquarters
Pasadena, CA 91101

No. 3B & 5, Floor 25,        PRC operations       7,065        October 20, 2013
Unit 2503                    headquarters; Arki
No. 77, Jianguo Road         Beijing's office
Chaoyang District, Beijing
People's Republic of China

     The  minimum  future  commitments  under  lease  agreements  payable  as of
September 30, 2010 are as follows:

                                            Amount
                                          ----------
                     2010                 $   80,384
                     2011                    405,396
                     2012                    398,787
                     2013                    298,136
                                          ----------
                    Total                 $1,182,703
                                          ==========

                                       28
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

     There are no material pending legal  proceedings to which the Company,  any
executive officer, any owner of record or beneficially of more than five percent
of any class of voting  securities is a party or as to which any of its property
is subject, and no such proceedings are known to the Company to be threatened or
contemplated against it.

ITEM 4. REMOVED AND RESERVED.

     None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASES OF EQUITY SECURITIES.

     Our shares were  approved for  quotation on the OTCBB under the symbol MNDM
on April 1, 2010.  As a result of the Merger,  our symbol was changed to CCGN on
February 25, 2011. There was no trading of our shares prior to the Merger. Since
the Merger, there has been very limited trading of our shares.

     As of  December  31,  2010,  prior to the  closing  of the  Merger,  we had
approximately  27  stockholders  of record of our  common  stock  based upon the
stockholder list provided by our transfer agent. Our transfer agent is Signature
Stock Transfer,  Inc. located at 2632 Coachlight Court,  Plano, Texas 75093, and
their telephone number is (972) 612-4120.

     We have paid no cash dividends and have no outstanding  options. We have no
securities authorized for issuance under equity compensation plans.

     There  were no  shares of common  stock or other  securities  issued to the
issuer or affiliated purchasers during the period covered by this report.

ITEM 6. SELECTED FINANCIAL DATA.

     As a "smaller  reporting  company" as defined by Item 10 of Regulation S-K,
the Company is not required to provide this information.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

     The Company was organized to engage in the  acquisition,  exploration,  and
development of natural resources.  During the period covered by this report, our
operations  were limited to our prior  business  and we were in our  exploration
stage and had generated no revenue. The following discussion and analysis of the
results of  operations  and  financial  conditions  of financial  statement  are
limited to our prior business during the period covered by this report.

RESULTS OF OPERATIONS

     As of  December  31,  2010 (the date of the  audited  financial  statements
herein),  we had not merged  with  Consumer  Capital  Group,  Inc.  and our only
business was the prior  business of Mondas  Minerals Corp. and that business was
still in its  exploration  stage  and had not  generated  any  revenues  did not
generate any  revenues up to the time we disposed of that  business and acquired
the business of Consumer Capital Group, Inc. in February 2011.

                                       29
<PAGE>
     We  incurred  operating  expenses  of $7,896  and $8,980 for the six months
ended  December 31, 2010 and 2009,  respectively.  These  expenses  consisted of
general operating expenses and professional fees incurred in connection with the
day to day  operation  of our  business  and the  preparation  and filing of our
required reports with the U.S. Securities and Exchange Commission. For the years
ended June 30,  2010 and 2009,  we  incurred  operating  expenses of $24,888 and
$11,964,  respectively  and also  consisted  of general  operating  expenses and
professional  fees for  purposes  described  above.  For the year ended June 30,
2010, these expenses also included $9,500 in exploration costs.

     Our net loss from inception  (April 25, 2008) through December 31, 2010 was
$51,748.

     Our auditors  have issued a going  concern  opinion.  This means that as of
December  31,  2010  there was  substantial  doubt  that we can  continue  as an
on-going business for the next twelve months unless we obtain additional capital
to pay our bills.  This is because as of December 31, 2010 we had not  generated
revenues and no revenues were  anticipated  until we begin  removing and selling
minerals.  In  February  2011,  we  disposed of our prior  mining  business  and
acquired the business and operations of the CCG Group.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2010, the Company had assets equal to $1,252,  comprised
exclusively of cash. This compares with assets of $9,428,  comprised exclusively
of cash, as of June 30, 2010. The Company's  current  liabilities as of December
31, 2010 totaled  $13,000,  comprised  exclusively  of a loan from our Director.
This compares with current  liabilities of $13,280 comprised of accounts payable
of $280 and the Director loan of $13,000 as of June 30, 2010.

     The  following is a summary of the Company's  cash flows  provided by (used
in)  operating and financing  activities  for the six months ended  December 31,
2010 and December 31, 2009 and for the period from April 25, 2008 (Inception) to
December 31, 2010.

<TABLE>
<CAPTION>
                                                                                               For the Period from
                                                              6 Months           6 Months        April 25, 2008
                                                               Ended              Ended          (Inception) to
                                                             December 31,       December 31,       December 31,
                                                                2010               2009               2010
                                                              --------           --------           --------
<S>                                                           <C>                <C>                <C>
Cash Used in Operating Activities                             $ (8,176)          $ (9,060)          $(51,748)
Cash Provided by Financing Activities                         $     --           $  8,500           $ 53,000
Net Increase (Decrease) in Cash and Cash Equivalents          $ (8,176)          $   (560)          $  1,252
</TABLE>

     The Company had nominal  assets and  generated  no revenues  for the period
from  inception to December 31, 2010.  The Company was also  dependent  upon the
receipt of capital  investment or other  financing to fund its operations and to
execute its business  plan. In addition,  the Company was dependent upon certain
related parties to provide continued funding and capital resources.

OFF-BALANCE SHEET ARRANGEMENTS

     We did  not  have  any  off-balance  sheet  arrangements  that  had or were
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.

                                       30
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     As a "smaller  reporting  company" as defined by Item 10 of Regulation S-K,
the Company is not required to provide this information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Audited financial statements begin on the following page of this report.

                                       31
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm....................  F-2

Balance Sheets at December 31, 2010 and June 30, 2010......................  F-3

Statements of Operations for the Transition Period Ended
December 31, 2010 and 2009.................................................  F-4

Statements of Changes in Stockholders' Deficit.............................  F-5

Statements of Cash Flows for the Six-Month Transition Period Ended
December 31, 2010 and 2009.................................................  F-6

Notes to Financial Statements..............................................  F-7


                                      F-1
<PAGE>
                        [LETTERHEAD OF ANTON & CHIA LLP]



         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders' of Mondas Minerals Corp.:

We have audited the  accompanying  balance sheet of Mondas  Minerals Corp.  (the
"Company") as of December 31, 2010,  and the related  statements of  operations,
stockholders'  deficit, and cash flows for the six-month transition period ended
December 31, 2010.  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.  The financial  statements of Mondas
Minerals  Corp. as of June 30, 2010,  and the related  statements of operations,
stockholders' deficit, and cash flows for the years ended June 30, 2010 and 2009
were audited by other  auditors  whose report dated August 31, 2010 expressed an
unqualified opinion on those statements.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  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 audits 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 includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used 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 financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Mondas  Minerals Corp. as of
December  31,  2010,  and the results of its  operations  and cash flows for the
six-month  transition  period  ended  December  31,  2010,  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. The Company has a loss from operations
and an  accumulated  deficit of $51,748 from  inception to December 31, 2010. As
discussed  in  Note 3 to the  financial  statements,  a  significant  amount  of
additional capital will be necessary to advance operations to the point at which
the Company is profitable.  These  conditions,  among others,  raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  regarding  these  matters  are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ Anton & Chia LLP
---------------------------------
Newport Beach, California
March 31, 2011

                                      F-2
<PAGE>
                              MONDAS MINERALS CORP.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       As of              As of
                                                                     December 31,        June 30,
                                                                        2010               2010
                                                                      --------           --------
<S>                                                                   <C>                <C>
                                     ASSETS

Current assets
  Cash                                                                $  1,252           $  9,428
                                                                      --------           --------
      Total current assets                                               1,252              9,428
                                                                      ========           ========

                                   LIABILITIES

Current liabilities
  Accounts payable                                                          --                280
  Related party note payable                                            13,000             13,000
                                                                      --------           --------
      Total current liabilities                                         13,000             13,280
                                                                      --------           --------

                              STOCKHOLDERS' DEFICIT

100,000,000 Common Shares Authorized at $0.0001 Par value
2,500,000 and 2,500,000 common shares issued and outstanding
 at December 31, 2010 and June 30, 2010, respectively                      250                250
Additional paid in capital                                              39,750             39,750
Deficit accumulated during development stage                           (51,748)           (43,852)
                                                                      --------           --------
      TOTAL STOCKHOLDERS' DEFICIT                                      (11,748)            (3,852)
                                                                      --------           --------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $  1,252           $  9,428
                                                                      ========           ========
</TABLE>


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

                                      F-3
<PAGE>
                              MONDAS MINERALS CORP.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                           6 Months        6 Months                                     From Inception on
                                            ended           ended         Year ended      Year ended    April 25, 2008 to
                                          December 31,    December 31,     June 30,        June 30,        December 31,
                                             2010            2009            2010            2009             2010
                                          ----------      ----------      ----------      ----------       ----------
                                                          (Unaudited)
<S>                                       <C>             <C>             <C>             <C>              <C>
Revenue                                   $       --      $       --      $       --      $       --       $       --
                                          ----------      ----------      ----------      ----------       ----------
EXPENSES
  General and administrative                   7,896           8,980          15,388          11,964           35,248
  Exploration costs                               --              --           9,500              --           13,000
  Recognition of an impairment loss               --              --              --              --            3,500
                                          ----------      ----------      ----------      ----------       ----------
Total expenses                                 7,896           8,980          24,888          11,964           51,748
                                          ----------      ----------      ----------      ----------       ----------

Loss before income taxes                      (7,896)         (8,980)        (24,888)        (11,964)         (51,748)
                                          ----------      ----------      ----------      ----------       ----------

Provision for income taxes                        --              --              --              --               --
                                          ----------      ----------      ----------      ----------       ----------

NET LOSS                                  $   (7,896)     $   (8,980)     $  (24,888)     $  (11,964)      $  (51,748)
                                          ==========      ==========      ==========      ==========       ==========

BASIC & DILUTED LOSS PER COMMON SHARE     $    (0.00)     $    (0.01)     $    (0.01)     $    (0.01)
                                          ==========      ==========      ==========      ==========
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES BASIC AND DILUTED                  2,500,000       1,500,000       1,921,918       1,500,000
                                          ==========      ==========      ==========      ==========
</TABLE>


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

                                      F-4
<PAGE>
                              MONDAS MINERALS CORP.
                         (An Exploration Stage Company)
            CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (Deficiency)
               From Inception April 25, 2008 to December 31, 2010

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated
                                                                                               During          Total
                                                   Common Stock                   Paid in    Development    Stockholders'
                                                      Shares         Amount       Capital       Stage         (Deficit)
                                                      ------        -------       -------       -----         ---------
<S>                                                <C>            <C>          <C>          <C>             <C>
Balance at inception on April 25, 2008                      --      $    --      $     --     $     --        $     --

Common Shares issued to founder at $0.01
 per share (par value $0.0001) on May 13, 2008       1,500,000      $   150      $ 14,850     $     --        $ 15,000

Net loss for the period from inception on
 April 25, 2008 to June 30, 2008 (audited)                                                      (7,000)         (7,000)
                                                    ----------      -------      --------     --------        --------
Balance, June 30, 2008                               1,500,000      $   150      $ 14,850     $ (7,000)       $  8,000
                                                    ==========      =======      ========     ========        ========

Net loss for the year ending June 30, 2009                                                     (11,964)        (11,964)
                                                    ----------      -------      --------     --------        --------
Balance, June 30, 2009                               1,500,000      $   150      $ 14,850     $(18,964)       $ (3,964)
                                                    ==========      =======      ========     ========        ========

Common Shares issued to investors at $0.025 per
 share, (par value $0.0001) on January 27, 2010      1,000,000      $   100      $ 24,900     $     --        $ 25,000

Net loss for the year ending June 30, 2010                                                     (24,888)        (24,888)
                                                    ----------      -------      --------     --------        --------
Balance, June 30, 2010                               2,500,000      $   250      $ 39,750     $(43,852)       $ (3,852)
                                                    ==========      =======      ========     ========        ========

Net loss for the period ending December 31, 2010                                                (7,896)         (7,896)
                                                    ----------      -------      --------     --------        --------
Balance, December 31, 2010                           2,500,000      $   250      $ 39,750     $(51,748)       $(11,748)
                                                    ==========      =======      ========     ========        ========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-5
<PAGE>
                              MONDAS MINERALS CORP.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                6 Months        6 Months                                   From Inception on
                                                 ended           ended         Year ended    Year ended    April 25, 2008 to
                                               December 31,    December 31,     June 30,      June 30,        December 31,
                                                  2010            2009            2010          2009             2010
                                                --------        --------        --------      --------         --------
                                                               (Unaudited)
<S>                                            <C>             <C>             <C>           <C>              <C>
OPERATING ACTIVITIES
  Net loss                                      $ (7,896)       $ (8,980)       $(24,888)     $(11,964)        $(51,748)
  Accounts payable                                  (280)            (80)            200            80               --
                                                --------        --------        --------      --------         --------
     Cash used in operating activities            (8,176)         (9,060)        (24,688)      (11,884)         (51,748)
                                                ========        ========        ========      ========         ========

FINANCING ACTIVITIES
  Proceeds from additional paid in
   capital - founder                                  --              --              --            --           15,000
  Proceeds from additional paid in
   capital - investors                                --              --          25,000            --           25,000
  Proceeds from note issued to related party          --           8,500           8,500         4,500           13,000
                                                --------        --------        --------      --------         --------
     Cash flows from financing activities             --           8,500          33,500         4,500           53,000
                                                ========        ========        ========      ========         ========


Net increase (decrease) in cash                   (8,176)           (560)          8,812        (7,384)           1,252

Cash at beginning of period                        9,428             616             616         8,000               --
                                                --------        --------        --------      --------         --------

Cash at end of period                           $  1,252        $     56        $  9,428      $    616         $  1,252
                                                ========        ========        ========      ========         ========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-6
<PAGE>
                              MONDAS MINERALS CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Mondas Minerals,  Corp. (the "Company") was incorporated on April 25, 2008 under
the laws of the State of  Delaware.  The  Company  is  primarily  engaged in the
acquisition and exploration of mining properties.

The Company has been in the  exploration  stage since its  formation and has not
yet  realized  any revenues  from its planned  operations.  Upon the location of
commercially  mineable  reserves,  the  Company  plans to  prepare  for  mineral
extraction and enter the development stage.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with United States generally  accepted  accounting  principles ("U.S.
GAAP").

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America  requires our  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 revenues  and expenses
during the reporting period.  Significant estimates and assumptions reflected in
the  Company's  financial  statements  include,  but are not limited to accounts
payable and related party note payable.  Actual  results could differ from those
estimates.

REVENUE RECOGNITION

For revenue from product sales, the Company will recognize revenue in accordance
with Staff Accounting  Bulletin No. 104,  "Revenue  Recognition"  (SAB No. 104),
which  superseded  Staff Accounting  Bulletin No. 101,  "Revenue  Recognition in
Financial  Statements"  (SAB No.  101).  SAB No.  104  requires  that four basic
criteria must be met before revenue can be recognized:  (1) persuasive  evidence
of an arrangement  exists;  (2) delivery has occurred;  (3) the selling price is
fixed  and  determinable;   and  (4)   collectability  is  reasonably   assured.
Determination  of  criteria  (3) and  (4) are  based  on  management's  judgment
regarding the fixed nature of the selling  prices of the products  delivered and
the  collectability  of those  amounts.  Provisions for discounts and rebates to
customers,  estimated  returns  and  allowance,  and other  adjustments  will be
provided for in the same period the related sales are  recorded.  From April 25,
2008  (inception)  to December  31,  2010,  the Company  had not  generated  any
revenues.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

Mineral property acquisition,  exploration and development costs are expensed as
incurred  until  such time as  economic  reserves  are  quantified.  To date the
Company  has not  established  any proven or  probable  reserves  on its mineral
properties.

                                      F-7
<PAGE>
                              MONDAS MINERALS CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CASH AND CASH EQUIVALENTS

We consider all investments with an original maturity of three months or less to
be cash equivalents. Cash equivalents primarily represent funds invested in bank
checking accounts,  money market funds and certificates of deposit.  At December
31, 2010 and June 30, 2009, the Company had no cash equivalents, respectively.

CONCENTRATION OF RISK

Financial  instruments that potentially subject the Company to concentrations of
credit risk consist  principally  of cash. The Company places its cash with high
quality  banking  institutions.  From time to time, the Company may maintain its
cash balances at certain institutions in excess of the Federal Deposit Insurance
Corporation limit.

IMPAIRMENT OF LONG-LIVED ASSETS

We  evaluate  long-lived  assets for  impairment  whenever  events or changes in
circumstances  (such as a significant  adverse change to market  conditions that
will impact the future use of the assets)  indicate their net book value may not
be recoverable.  When these events occur, we compare the projected  undiscounted
future  cash flows  associated  with the  related  asset or group of assets over
their  estimated  useful  lives  against  their   respective   carrying  amount.
Impairment,  if any, is based on the excess of the carrying amount over the fair
value, based on market value when available,  or discounted expected cash flows,
of those  assets and is  recorded  in the period in which the  determination  is
made. The Company's  management currently believes there is no impairment of its
long-lived assets.  There can be no assurance,  however,  that market conditions
will not change or demand for the Company's  products will  continue.  Either of
these could result in the future impairment of long-lived assets.

INCOME TAXES

Under  ASC  740,  "Income  Taxes",  deferred  tax  assets  and  liabilities  are
recognized for the future tax consequences attributable to temporary differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax bases.  Deferred tax assets and liabilities
are measured  using enacted tax rates expected to apply to taxable income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  Valuation  allowances are established  when it is more likely than not
that some or all of the deferred tax assets will not be realized.

LOSS PER COMMON SHARE

Basic loss per common shares  excludes  dilution and is computed by dividing net
loss by the weighted  average  number of common  shares  outstanding  during the
period.  As of December 31, 2010 and June 30, 2010,  there were 2,500,000 issued
and outstanding common shares,  respectively.  Diluted earnings per common share
reflect the potential dilution that could occur if securities or other contracts
to issue common stock were  exercised or converted into common stock or resulted
in the  issuance of common stock that then shared in the earnings of the entity.
As of December 31, 2010 and June 30, 2010,  there were no  outstanding  dilutive
securities.

                                      F-8
<PAGE>
                              MONDAS MINERALS CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's  financial  instruments  include cash and cash equivalents,  other
receivables,  payables and accrued liabilities.  These financial instruments are
measured at their respective fair values. For fair value measurement,  U.S. GAAP
establishes  a three-tier  hierarchy  which  prioritizes  the inputs used in the
valuation methodologies in measuring fair value:

       Level 1 -- observable inputs that reflect quoted prices  (unadjusted) for
                  identical assets or liabilities in active markets.

       Level 2 -- include  other  inputs  that  are  directly  or  indirectly
                  observable in the marketplace.

       Level 3 -- unobservable inputs which are supported by little or no market
                  activity.

The fair  value  hierarchy  also  requires  an  entity  to  maximize  the use of
observable  inputs and minimize the use of  unobservable  inputs when  measuring
fair value.  The Company's cash balances are  classified  within Level 1 as they
are valued using market observable inputs.

FINANCIAL  INSTRUMENTS:  The estimated  fair values of our financial  assets and
liabilities  that are  recognized  at fair  value on a  recurring  basis,  using
available market information and other observable data are as follows:

<TABLE>
<CAPTION>
                                          December 31, 2010                                June 30, 2010
                         -----------------------------------------------    -----------------------------------------------
                          Level 1      Level 2       Level 3      Total      Level 1      Level 2       Level 3       Total
                         -----------------------------------------------    -----------------------------------------------
                           Quoted                                             Quoted
                         Prices in                                          Prices in
                           Active    Significant                              Active     Significant
                         Markets or    Other       Significant              Markets or     Other       Significant
                         Identical   Observable    Unobservable             Identical    Observable    Unobservable
                           Assets      Inputs         Input                   Assets       Inputs         Input
                           ------      ------         -----                   ------       ------         -----
<S>                      <C>          <C>           <C>          <C>         <C>          <C>           <C>          <C>
ASSETS:
  Cash                   $  1,252     $     --      $     --     $  1,252    $  9,428     $     --      $     --     $  9,428
                         --------     --------      --------     --------    --------     --------      --------     --------
      Total assets       $  1,252     $     --      $     --     $  1,252    $  9,428     $     --      $     --     $  9,428
                         ========     ========      ========     ========    ========     ========      ========     ========
LIABILITIES:
  Related party note     $     --     $ 13,000            --       13,000    $     --     $ 13,000      $     --     $ 13,000
                         --------     --------      --------     --------    --------     --------      --------     --------
      Total liabilities  $     --     $ 13,000      $     --     $ 13,000    $     --     $ 13,000      $     --     $ 13,000
                         ========     ========      ========     ========    ========     ========      ========     ========
</TABLE>

The  carrying  value  of  accounts  payable  and  related  party  notes  payable
approximates their fair values due to their short-term maturities.

                                      F-9
<PAGE>
                              MONDAS MINERALS CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

LITIGATION

     From time to time, we may become involved in disputes, litigation and other
legal  actions.  We  estimate  the range of  liability  related  to any  pending
litigation  where the amount and range of loss can be  estimated.  We record our
best estimate of a loss when the loss is considered probable.  Where a liability
is probable and there is a range of estimated  loss with no best estimate in the
range, we record a charge equal to at least the minimum estimated  liability for
a  loss  contingency  when  both  of  the  following  conditions  are  met:  (i)
information  available prior to issuance of the financial  statements  indicates
that it is probable  that an asset had been  impaired  or a  liability  had been
incurred at the date of the financial  statements and (ii) the range of loss can
be reasonably estimated.

NOTE 3 - GOING CONCERN

The financial  statements  of the Company have been  prepared  assuming that the
Company  will  continue  as a going  concern,  which  contemplates,  among other
things,  the  realization of assets and the  satisfaction  of liabilities in the
normal  course of business.  The Company has incurred  cumulative  net losses of
$51,748  since  its  inception  and  requires   capital  for  its   contemplated
operational  and marketing  activities to take place.  The Company's  ability to
raise  additional  capital  through  the  future  issuances  of common  stock is
unknown. The obtainment of additional financing,  the successful  development of
the Company's contemplated plan of operations,  and its transition,  ultimately,
to the  attainment  of  profitable  operations  are necessary for the Company to
continue  operations.  The ability to  successfully  resolve these factors raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The financial  statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.


                                      F-10
<PAGE>
                              MONDAS MINERALS CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUCEMENTS

In January 2010,  the FASB issued ASU No.  2010-06 Fair Value  Measurements  and
Disclosures  Topic 820 "Improving  Disclosures  about Fair Value  Measurements".
This ASU requires some new  disclosures  and clarifies some existing  disclosure
requirements about fair value measurement as set forth in Codification  Subtopic
820-10. The FASB's objective is to improve these disclosures and, thus, increase
the  transparency in financial  reporting.  This  pronouncement is effective for
interim and annual reporting  periods  beginning after December 15, 2009, except
for the disclosures about purchases,  sales,  issuances,  and settlements in the
roll forward of activity in Level 3 fair value  measurements.  Those disclosures
are  effective  for fiscal years  beginning  after  December  15, 2010,  and for
interim periods within those fiscal years. The adoption of this ASU did not have
a material impact on the Company's consolidated financial statements.

In  December  2010,  the FASB issued  guidance  which  amended ASC 810  BUSINESS
COMBINATIONS that will become effective  prospectively for the Company beginning
December 15, 2010,  with earlier  adoption  permitted.  The  amendments  in this
Update  clarify the  acquisition  date that should be used for reporting the pro
forma financial information  disclosures in Topic 805 when comparative financial
statements are presented.  The amendments also improve the usefulness of the pro
forma revenue and earnings  disclosures by requiring a description of the nature
and amount of material,  nonrecurring  pro forma  adjustments  that are directly
attributable to the business  combination(s).  The adoption of this new guidance
did not have a material impact on our financial statements.

Other  recent  accounting  pronouncements  issued  by the  FASB  (including  its
Emerging  Issues  Task  Force),  the  American  Institute  of  Certified  Public
Accountants, and the United States Securities and Exchange Commission did not or
are not  believed  by  management  to have a  material  impact on the  Company's
present or future financial statements.

NOTE 5 - COMMON STOCK

The Company has 100,000,000 common shares authorized with a par value of $0.0001
and 2,500,000 and 2,500,000  shares issued and  outstanding at December 31, 2010
and June 30, 2010, respectively. The Company received additional paid-in capital
from its founder in the amount of $15,000 and  additional  paid-in  capital from
investors  in the  amount  of  $25,000,  for the  period  from  April  25,  2008
(inception) to December 31, 2010.

                                      F-11
<PAGE>
                              MONDAS MINERALS CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - RELATED PARTY TRANSACTIONS

Scott Bengfort, the sole officer and director of the Company may, in the future,
become involved in other business  opportunities as they become available,  thus
he may face a conflict in selecting  between the Company and his other  business
opportunities.  The Company has not  formulated a policy for the  resolution  of
such conflicts.

While the Company is seeking additional capital, Mr. Bengfort has advanced funds
to the  Company to pay for any costs  incurred by it.  These funds are  interest
free and are due on demand. The balance due Mr. Bengfort was $13,000 on December
31, 2010 and June 30, 2010.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is not presently involved in any litigation.

NOTE 8 - PURCHASE OF MINERAL RIGHTS AND IMPAIRMENT

On June 22, 2008, the Company entered into an agreement for services to file and
secure the Ram 1-4  Mineral  Claims for $3,500 and $3,500 for an analysis of the
claim. The total cost of the Mineral Rights  acquisition was impaired 100% as of
June 30, 2008. On April 17, 2010, the Company paid $9,500 in  exploration  costs
for Phase one  fieldwork.  No proven or probable  reserves on the property  have
been established.

NOTE 9 - SUBSEQUENT EVENTS

In preparing these financial  statements,  the Company has evaluated  events and
transactions for potential recognition or disclosure through March 31, 2011, the
date the financial statements were available to be issued.

On February  4, 2011,  the Company  acquired a consumer  e-commerce  business by
executing a merger  transaction  pursuant to a Merger Agreement by and among the
Company,  CCG  Delaware,  CCG and Mr.  Bengfort.  Under the terms of the  Merger
Agreement,  on February  4, 2011,  the Company  issued an  aggregate  17,777,778
shares of its common stock to the CCG  Shareholders  at an exchange  rate of one
(1)  share of its  common  stock for each  26.96  shares  of CCG  common  stock.
Immediately  prior to the Merger,  the Company  had  2,500,000  shares of common
stock issued and  outstanding.  Immediately  after the issuance of shares to the
CCG  Shareholders,  the Company had a total  18,888,887  shares of common  stock
issued and outstanding.  As a result of this Merger,  the CCG Shareholders  were
issued shares constituting 94.12% of the Company's issued and outstanding common
stock.  Also in  connection  with this  change  in  control,  Scott D.  Bengfort
resigned as the  Company's  CEO and sole  director,  and was  replaced  with new
executive officers and directors.

                                      F-12
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     None.

ITEM 9A. CONTROLS AND PROCEDURES.

     Our internal  control over  financial  reporting was a process  designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes of accounting
principles  generally  accepted in the United  States.  Because of its  inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements.  Therefore,  even those  systems  determined  to be effective can
provide only  reasonable  assurance of achieving  their control  objectives.  In
evaluating the  effectiveness of our internal control over financial  reporting,
our  management  used the  criteria  set forth by the  Committee  of  Sponsoring
Organizations  of  the  Treadway  Commission  ("COSO")  in  Internal  Control  -
Integrated Framework.

     Based upon our assessment and the COSO criteria,  management concluded that
our internal  control over financial  reporting was not effective as of June 30,
2010 due to a material  weakness.  A material  weakness  is a  deficiency,  or a
combination of deficiencies, in internal control over financial reporting, such
     that there is a reasonable  possibility that a material misstatement of our
annual or interim  financial  statements  will not be prevented or detected on a
timely basis.

     More  specifically,  the material  weakness related to a lack of sufficient
personnel  with  appropriate  knowledge,  experience  and training in U.S.  GAAP
resulting in a lack of sufficient  analysis and documentation of the application
of U.S.  GAAP to  transactions,  including  but not  limited to  accounting  for
modification of debt.

     Due to our small size,  limited financial  resources,  and the fact that we
had only one officer and director,  who had been the only individual involved in
our accounting and financial reporting,  there had been no segregation of duties
within the accounting function. This lack of segregation of duties represented a
     material weakness.

     In efforts to address  this  material  weakness,  we were  planning  to add
additional personnel to the internal accounting operation once we had sufficient
revenues to warrant the expense.

     This annual report does not include an attestation report of our registered
public  accounting  firm regarding  internal  control over financial  reporting.
Management's  report was not subject to  attestation  by our  registered  public
accounting  firm  pursuant to  temporary  rules of the  Securities  and Exchange
Commission  that permit us to provide  only  management's  report in this annual
report.

     There were no significant  changes in our internal  controls over financial
reporting  that  occurred  during the period from July 1, 2010 to  December  31,
2010,  that have  materially  affected,  or are  reasonably  like to  materially
affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

     None.

                                       32
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     During the period  covered by this report,  Scott D.  Bengfort was our sole
officer.  In connection with the Merger,  Jianmin Gao, Hui Chen, Lingling Zhang,
Fei Gao, and Dong Yao were  appointed as members of our board of directors,  and
Scott D. Bengfort resigned as the sole member of our board of directors.

     Furthermore,  concurrent with the closing of the Merger,  Scott D. Bengfort
resigned as our sole officer from the  positions of President,  Chief  Executive
Officer,  Secretary,   Treasurer,  and  Chief  Financial  Officer.   Immediately
following this resignation, we appointed 4 new executive officers.

     Descriptions  of our newly  appointed  directors  and officers can be found
below.

CURRENT MANAGEMENT

     The  following  table  sets forth the names and ages of our  directors  and
executive officers as of the date of this Form 8-K:

       Name               Age                    Positions held:
       ----               ---                    ---------------

Jianmin ("Jack") Gao      56     Chairman of the Board, Chief Executive Officer,
                                 Chief Financial Officer

Hui ("Peter") Chen        39     Vice President, Director

Lingling Zhang            50     Corporate Secretary, Director

Fei Gao                   31     Chief Operating Officer, Director

Dong Yao                  32     Director

BUSINESS EXPERIENCE DESCRIPTIONS

     Set forth  below is a summary of our  executive  officers'  and  directors'
business  experience for the past 5 years. The experience and background of each
of the  directors,  as  summarized  below,  were  significant  factors  in their
previously being nominated as directors of the Company.

     JIANMIN ("JACK") GAO, Chairman of the Board, Chief Executive  Officer,  and
Chief Financial Officer. Mr. Gao is a co-founder of our holding company, CCG. He
is a commercial and investment banker with over 30 years of experience in credit
markets, risk arbitrage,  acquisitions,  and venture capital. In addition to his
positions  with the  Company,  he  serves  as  Chairman  of the  Board and Chief
Executive  Officer of CCG, a position  he has held since he founded CCG in 2009.
In 2008, Mr. Gao began development of the China-based  e-commerce platform owned
by CCG.  He founded  America  Pine Group Inc.  (formerly  known as America  Pine
Bio-tech Inc.) in 2006. From 1997 to 2006, he was an investment  banker with the
U.S. firm Blackwater  Capital Group. Mr. Gao earned a Master's degree in Finance
from Tsinghua University.

     HUI ("PETER") CHEN, Vice President and Director. Concurrent to his position
with the Company, Mr. Chen is also the Vice President and a director of CCG, and
he is the Managing  Director of Beijing Hanrong  Capital  Management Ltd. He has
held the positions  with CCG since January 8, 2011, and he has held the position
with Beijing Hanrong Capital  Management  since November 2008. From October 2005

                                       33
<PAGE>
to September  2008, Mr. Chen was the Chief  Executive  Officer of Beijing You Ai
Xun Tech Ltd., which he also founded.  Mr. Chen graduated from Jiangsu Changzhou
Industrial  Technology  University  with a B.A. in accounting and from Stockholm
University in Sweden with a Masters degree in business.

     LINGLING  ZHANG,  Corporate  Secretary  and  Director.  Ms.  Zhang is a
co-founder of our holding  company,  CCG. In addition to her positions  with the
Company,  Ms.  Zhang  also  serves  as  Secretary  and a member  of the Board of
Directors of CCG, a position she has held since its founding in 2009.  From 2007
to 2009,  she was the  President  and  Secretary  of  America  Pine  Group  Inc.
(formerly  known as America Pine Bio-tech  Inc.).  From 2005 to 2007,  Ms. Zhang
worked at Mei Ya Securities as an analyst. Ms. Zhang graduated from the Business
Management   University   of  Heibei   Province   with  a  degree  in   business
administration.

     FEI GAO, Chief Operating Officer and Director.  Mr. Gao is a co-founder
and the Chief Operating  Officer of our holding  company,  CCG. In 2008, Mr. Gao
joined his father, Jianmin Gao, in the development of the China-based e-commerce
platform  owned by CCG.  He holds a  Masters  of  Business  Administration  from
Tsinghua University, which he received in 2007.

     DONG YAO, Director. Concurrent to his position with the Company, Mr. Yao is
the Chief  Technology  Officer  of our  holding  company,  CCG.  Mr. Yao was the
Network Director for Beichen Tianjin, a network technology company, from 2008 to
2010 and its Manager of the Technology  Department  from 2007 to 2008. From 2005
to 2007, he was the Network Director at TianJian Technology Company.

FAMILY RELATIONSHIPS

     Jianmin Gao is the husband of Lingling Zhang, Lingling Zhang is the wife of
Jianmin  Gao,  Jianmin  Gao is the father of Fei Gao,  and Fei Gao is the son of
Jianmin Gao.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

     *    None of our directors or executive  officers has,  during the past ten
          years: Had any petition under the federal bankruptcy laws or any state
          insolvency law filed by or against,  or had a receiver,  fiscal agent,
          or similar  officer  appointed by a court for the business or property
          of such person,  or any  partnership in which he was a general partner
          at or  within  two  years  before  the  time  of such  filing,  or any
          corporation  or  business  association  of which  he was an  executive
          officer at or within two years before the time of such filing;

     *    Been  convicted  in a  criminal  proceeding  or a named  subject  of a
          pending criminal  proceeding  (excluding  traffic violations and other
          minor offenses);

     *    Been the subject of any order,  judgment,  or decree, not subsequently
          reversed,   suspended,   or  vacated,   of  any  court  of   competent
          jurisdiction,  permanently  or  temporarily  enjoining  him  from,  or
          otherwise limiting, the following activities:

          (i)  Acting  as a futures  commission  merchant,  introducing  broker,
               commodity trading advisor, commodity pool operator, floor broker,
               leverage transaction merchant,  any other person regulated by the
               Commodity Futures Trading Commission,  or an associated person of
               any of the foregoing,  or as an investment adviser,  underwriter,
               broker or  dealer  in  securities,  or as an  affiliated  person,
               director or employee of any investment company, bank, savings and
               loan  association  or  insurance  company,   or  engaging  in  or
               continuing  any  conduct  or  practice  in  connection  with such
               activity;

          (ii) Engaging in any type of business practice; or

                                       34
<PAGE>
          (iii)Engaging in any activity in connection  with the purchase or sale
               of any security or commodity or in connection  with any violation
               of federal or state securities laws or federal commodities laws;

     *    Been the subject of any order,  judgment,  or decree, not subsequently
          reversed,  suspended,  or vacated,  of any federal or state  authority
          barring,  suspending,  or otherwise limiting for more than 60 days the
          right of such person to engage in any activity described in (i) above,
          or to be associated with persons engaged in any such activity;

     *    Been found by a court of competent  jurisdiction  in a civil action or
          by the SEC to have violated any federal or state securities law, where
          the  judgment in such civil  action or finding by the SEC has not been
          subsequently reversed, suspended, or vacated;

     *    Been found by a court of competent  jurisdiction  in a civil action or
          by the  Commodity  Futures  Trading  Commission  to have  violated any
          federal  commodities  law,  where the judgment in such civil action or
          finding  by the  Commodity  Futures  Trading  Commission  has not been
          subsequently reversed, suspended, or vacated;

     *    Been the subject  of, or a party to, any federal or state  judicial or
          administrative order,  judgment,  decree, or finding, not subsequently
          reversed, suspended or vacated, relating to an alleged violation of:

          (i)  Any federal or state securities or commodities law or regulation;

          (ii) Any  law  or  regulation  respecting  financial  institutions  or
               insurance companies including, but not limited to, a temporary or
               permanent injunction, order of disgorgement or restitution, civil
               money penalty or temporary or permanent  cease-and-desist  order,
               or removal or prohibition order; or

          (iii)Any law or regulation  prohibiting mail or wire fraud or fraud in
               connection with any business entity; or

     *    Been the  subject  of,  or a party to,  any  sanction  or  order,  not
          subsequently  reversed,  suspended or vacated,  of any self-regulatory
          organization  (as  defined  in  Section  3(a)(26)  of  the  Securities
          Exchange Act of 1934),  any  registered  entity (as defined in Section
          1(a)(29) of the Commodity  Exchange Act), or any equivalent  exchange,
          association,  entity or organization  that has disciplinary  authority
          over its members or persons associated with a member.

BOARD COMMITTEES; DIRECTOR INDEPENDENCE

     As of March 31, 2011,  our board of directors has not  established an audit
committee,  compensation  committee,  or  nominating  committee.  The  functions
ordinarily  handled by these  committees  were  handled  by our entire  board of
directors. Our board of directors intends to review our governance structure and
institute  board  committees  as  necessary  and  advisable  in  the  future  to
facilitate the management of our business.

     None of the members of our board of directors is  independent in accordance
with the definitions and criteria applicable under NASDAQ rules.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No interlocking  relationship exists between our board of directors and the
board of directors or compensation  committee of any other company,  nor has any
interlocking relationship existed in the past.

                                       35
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.

        During the period covered by this report, our sole officer and director,
Scott D. Bengfort,  received no compensation for his services. He was reimbursed
for any out-of-pocket expenses that he incurred on our behalf.

     As a part of the Merger,  CCG paid USD $335,000 in cash to Mr.  Bengfort in
exchange for his agreement to enter into various transaction agreements relating
to the Merger,  as well as the cancellation of 1,388,889 shares of the Company's
common stock directly held by him, constituting 92.6% of his pre-Merger holdings
of Company common stock.

     The following  summary  compensation  table indicates the cash and non-cash
compensation  earned during the fiscal years ended December 31, 2009,  2008, and
2007 by CCG (i) Chief Executive  Officer  (principal  executive  officer),  (ii)
Chief Financial  Officer  (principal  financial  officer),  (iii) the three most
highly  compensated  executive  officers  other  than  its CEO and CFO who  were
serving as  executive  officers at the end of the last  completed  fiscal  year,
whose total  compensation  exceeded  $100,000  during such fiscal year ends, and
(iv) up to two  additional  individuals  for whom  disclosure  would  have  been
provided  but for the fact that the  individual  was not serving as an executive
officer at the end of the last completed fiscal year,  whose total  compensation
exceeded $100,000 during such fiscal year ends.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                      Non-Equity      Nonqualified
 Name and                                                             Incentive         Deferred
 Principal                                 Stock         Option          Plan         Compensation    All Other
 Position     Year   Salary($)  Bonus($)  Awards($)(1)  Awards($)(2) Compensation($)   Earnings($)  Compensation($)  Total($)
 --------     ----   ---------  --------  ------------  ---------    ---------------   -----------  ---------------  --------
<S>           <C>    <C>        <C>        <C>          <C>          <C>               <C>          <C>              <C>
Jianmin Gao,  2009   $100,000   $  --        $  --       $  --           $  --            $  --          $  --        $  --
Chairman of   2008   $100,000   $  --        $  --       $  --           $  --            $  --          $  --        $  --
the Board,    2007   $100,000   $  --        $  --       $  --           $  --            $  --          $  --        $  --
CEO, and CFO
</TABLE>

----------
(1)  The  amounts  shown in this  column  indicate  the grant date fair value of
     stock awards  granted in the subject year computed in accordance  with FASB
     ASC Topic 718 (formerly FAS 123R).
(2)  The  amounts  shown in this  column  indicate  the grant date fair value of
     option awards granted in the subject year computed in accordance  with FASB
     ASC Topic 718 (formerly FAS 123R).

DIRECTOR COMPENSATION

     We do not have any  agreements  for  compensating  our  directors for their
service in their capacity as directors.

                                       36
<PAGE>
EMPLOYMENT AGREEMENTS

     Arki Beijing has an  employment  agreement  with Fei Gao for his service as
Chief Executive Officer. The term of the agreement is from March 1, 2008 through
March 1, 2013. Mr. Gao's base salary is 5,000RMB per month (approximately $760).

     Arki Beijing has an employment  agreement  with Dong Yao for his service as
Network Director.  The term of the agreement is from March 1, 2008 through March
1, 2013. Mr. Gao's base salary is 5,000RMB per month (approximately $760).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

     The following table sets forth certain information concerning the number of
shares of our common  stock owned  beneficially  as of December 31, 2010 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any  class of our  voting  securities,  (ii) our  director,  and or (iii) our
officer.  Unless  otherwise  indicated,  the stockholder  listed  possesses sole
voting and investment power with respect to the shares shown.

<TABLE>
<CAPTION>
                                                     Amount and Nature     Percentage of
                                                      of Beneficial           Common
Title of Class          Name and Address                Ownership             Stock(1)
--------------          ----------------                ---------             --------
<S>              <C>                                   <C>                   <C>
Common Stock     Scott D. Bengfort, Director            1,500,000               60%
                 13983 West Stone Avenue                  Direct
                 Post Falls, ID  83854

Common Stock     Officer and/or director as a Group     1,500,000               60%

HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK
</TABLE>

----------
(1)  A  beneficial  owner of a security  includes  any person  who,  directly or
     indirectly, through any contract, arrangement, understanding, relationship,
     or otherwise has or shares:  (i) voting power,  which includes the power to
     vote, or to direct the voting of shares;  and (ii) investment power,  which
     includes the power to dispose or direct the disposition of shares.  Certain
     shares may be deemed to be beneficially  owned by more than one person (if,
     for example, persons share the power to vote or the power to dispose of the
     shares).  In  addition,  shares  are deemed to be  beneficially  owned by a
     person if the person has the right to acquire the shares (for example, upon
     exercise  of an  option)  within  60  days  of the  date  as of  which  the
     information  is provided.  In  computing  the  percentage  ownership of any
     person, the amount of shares outstanding is deemed to include the amount of
     shares  beneficially  owned by such person (and only such person) by reason
     of these  acquisition  rights.  As a result,  the percentage of outstanding
     shares of any person as shown in this table  does not  necessarily  reflect
     the person's actual ownership or voting power with respect to the number of
     shares of common stock  actually  outstanding  on February 17, 2011.  As of
     February 17, 201110, there were 2,500,000 shares of our common stock issued
     and outstanding.

     A total of  1,500,000  shares had been issued to our sole  officer/director
and are restricted securities,  as that term is defined in Rule 144 of the Rules
and  Regulations  of the SEC  promulgated  under the Act.  Under Rule 144,  such
shares  can be  publicly  sold,  subject  to  volume  restrictions  and  certain
restrictions  on  the  manner  of  sale,   commencing  six  months  after  their
acquisition.  Any sale of shares held by the officer/director  (after applicable
restrictions  expire)  may have a  depressive  effect on the price of our common
stock in any market that may develop, of which there can be no assurance.

                                       37
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the period  covered by this report,  Scott D.  Bengfort was our sole
officer/director.  We were  operating  out of the premises of Mr.  Bengfort on a
rent-free basis for administrative  purposes.  There was no written agreement or
other material terms or arrangements relating to said arrangement.

MERGER TRANSACTION

     On  February  4,  2011,  in a merger  transaction,  we  acquired a consumer
e-commerce  business  based in the PRC by executing the Merger  Agreement by and
among  the  Company,  CCG  Delaware,  and CCG.  Under  the  terms of the  Merger
Agreement, on February 4, 2011, CCG Delaware merged into CCG, thereby becoming a
wholly owned subsidiary of the Company. We issued an aggregate 17,777,778 shares
of our common stock to the CCG Shareholders at an exchange rate of one (1) share
of our common  stock for each 26.96 shares of CCG common  stock.  As a result of
the Merger,  94.12% of our  outstanding  common stock was held by the former CCG
Shareholders.

RELATED PARTY TRANSACTIONS OF CCG

     Set forth below are the related  party  transactions  since January 1, 2008
between CCG shareholders, officers and/or directors, and CCG.

     During the years ended  December 31, 2008 and 2009,  Jianmin Gao loaned CCG
$70,119 and $123,484,  respectively,  and $123,484  during the nine months ended
September 30, 2009.  During the nine months ended September 30, 2010, CCG loaned
Mr. Gao $33,911.  Each of these related party loans are non-interest bearing and
have no maturity date.

     In June  2008,  CCG  issued  280,000,000  shares  of  common  stock  to its
founders.  Jianmin  Gao was  issued  200,000,000  shares,  Fei  Gao  was  issued
50,000,000  shares,  and  Lingling  Zhang  was  issued  30,000,000  shares.  The
consideration was an aggregate subscription  receivable of $506,630, or $300,000
for Jianmin Gao,  $85,500 for Fei Gao, and $121,130 for Lingling Zhang.  Each of
these  founders  paid the  subscription  receivable  between  December  2009 and
September 2010.

RELATED PARTY TRANSACTIONS OF THE COMPANY

     Set forth below are the Company's related party  transactions since January
1, 2009.

     During  2009  and  until  closing  of the  Merger,  the  Company  conducted
operations  out of the  premises of Scott D.  Bengfort on a rent-free  basis for
administrative  purposes.  There is no written agreement or other material terms
or arrangements relating to this arrangement.

     Since January 1, 2009,  Scott D.  Bengfort  loaned the Company an aggregate
$13,000 to  maintain  the  positive  cash flow  needed to pay for the  Company's
operating  expenses.  There are no formal  commitments or arrangements  with Mr.
Bengfort relating to these loans, and there are no terms regarding  repayment of
any loan or capital contribution.  This loan was repaid as of the closing of the
Merger.

DIRECTOR INDEPENDENCE

     For a description of director independence, see "Board Committees; Director
Independence" under the Item 10 above.

                                       38
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

     Anton & Chia,  LLP  ("Anton & Chia") is the  Company's  independent  public
accounting  firm.  Seale and Beers,  CPAs ("Seale and Beers") was the  Company's
independent  registered  public  accounting  firm until  February  4,  2011.  On
February 4, 2011, the Company dismissed Seale and Beers and engaged Anton & Chia
as its independent registered public accounting firm.

AUDIT FEES

     The  aggregate  fees  billed by Seale and Beers for  professional  services
rendered  for the  review of  financial  statements  included  in our  quarterly
reports on Form 10-Q were $1,750 for the six months ended  December 31, 2010 and
$1,500 for the six months ended December 31, 2009.  Anton & Chia was not engaged
as the Company's independent registered public accounting firm until February 4,
2011,  and  therefore  there were no fees  billed by Anton & Chia during the six
months ended  December 31, 2010 and 2009.  The aggregate  fees billed by Anton &
Chia  for  professional  services  rendered  for  the  audit  of  our  financial
statements  included in this transition  report on Form 10-K were $5,200 for the
six months ended December 31, 2010.

AUDIT-RELATED FEES

     There  were no fees  billed by Seale and Beers for  assurance  and  related
services that are reasonably  related to the  performance of the audit or review
of the Company's  financial  statements during the six months ended December 31,
2010  and  2009.  Anton & Chia  was not  engaged  as the  Company's  independent
registered  public  accounting  firm until February 4, 2011, and therefore there
were no fees billed by Anton & Chia  during the six months  ended  December  31,
2010 and 2009.

TAX FEES

     The were no fees billed by Seale and Beers for  professional  services  for
tax  compliance,  tax  advice,  and tax  planning  during the six  months  ended
December 31, 2010 and 2009.

ALL OTHER FEES

     There  were no fees  billed  by Seale and  Beers  for  other  products  and
services  during the six months ended  December 31, 2010 and 2009.  Anton & Chia
was not engaged until February 4, 2011, and therefore  there were no fees billed
by Anton & Chia during the six months ended December 31, 2010 and 2009.

AUDIT COMMITTEE'S PRE-APPROVAL PROCESS

     The Board of Directors  acts as the audit  committee  of the  Company,  and
accordingly,  all  services  are  approved  by all the  members  of the Board of
Directors.

                                       39
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) We set forth below a list of our audited  financial  statements  included in
Item 8 of this transition report on Form 10-K.

Statement                                                                  Page*
---------                                                                  -----

Index to Financial Statements                                               F-1
Report of Independent Registered Public Accounting Firm                     F-2
Balance Sheets                                                              F-3
Statements of Operations                                                    F-4
Statement of Changes in Stockholders' Equity (Deficit)                      F-5
Statements of Cash Flows                                                    F-6
Notes to Financial Statements                                               F-7

----------
*  Page F-1 follows page 31 to this transition report on Form 10-K.

(b) Index to Exhibits required by Item 601 of Regulation S-K.

Exhibit                            Description
-------                            -----------

*3.1     Certificate of Incorporation

*3.2     By-laws

23.1     Consent of Seale and Beers, CPA's dated March 31, 2011

31.1     Certification of the Company's  Principal Executive Officer pursuant to
         Section  302 of the  Sarbanes-Oxley  Act of 2002,  with  respect to the
         registrant's  Transition  Report on Form 10-K for the transition period
         from July 1, 2010 to December 31, 2010

31.2     Certification of the Company's  Principal Financial Officer pursuant to
         Section  302 of the  Sarbanes-Oxley  Act of 2002,  with  respect to the
         registrant's  Transition  Report on Form 10-K for the transition period
         from July 1, 2010 to December 31, 2010

32.1     Certification of the Company's  Principal Executive Officer pursuant to
         18 U.S.C.  Section  1350,  as adopted  pursuant  to Section  906 of the
         Sarbanes Oxley Act of 2002

32.2     Certification of the Company's  Principal Financial Officer pursuant to
         18 U.S.C.  Section  1350,  as adopted  pursuant  to Section  906 of the
         Sarbanes Oxley Act of 2002

----------
*    Filed  on  July  15,  2008  as an  exhibit  to the  Company's  registration
     statement on S-1, and incorporated herein by this reference.

                                       40
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of  Section  13(a) or  15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

March 31, 2011                          CONSUMER CAPITAL GROUP, INC.


                                        By: /s/ Jianmin Gao
                                           -------------------------------------
                                           Jianmin Gao
                                           Chief Executive Officer
                                           Chief Financial Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

                                        Title                          Date
                                        -----                          ----

/s/ Jianmin Gao                Chairman of the Board,             March 31, 2011
-------------------------      Chief Executive Officer,
Jianmin Gao                    And Chief Financial Officer


/s/ Hui Chen                   Vice President and                 March 31, 2011
-------------------------      Director
Hui Chen


/s/ Lingling Zhang             Corporate Secretary and            March 31, 2011
-------------------------      Director
Lingling Zhang


/s/ Fei Gao                    Chief Operating Officer            March 31, 2011
-------------------------      and Director
Fei Gao


/s/ Dong Yao                   Director                           March 31, 2011
-------------------------
Dong Yao

                                       41