EXHIBIT 10.1




EXHIBIT 10.1 











SECURITIES PURCHASE
AGREEMENT 



AND PLAN OF
REORGANIZATION 



BY AND AMONG 



WYOMING OIL &
MINERALS, INC., 



BESTIP DEVELOPMENT
INTERNATIONAL LIMITED, 



AND 



THE SHAREHOLDERS OF
BESTIP DEVELOPMENT INTERNATIONAL LIMITED 



May 2, 2005 



















SECURITIES PURCHASE
AGREEMENT 
AND PLAN OF
REORGANIZATION 



        THIS
SECURITIES PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the
“Agreement”) is entered into on May 2, 2005 by and among: (i) WYOMING OIL
& MINERALS, INC., a Wyoming corporation (“WYOI”); (ii) BESTIP
DEVELOPMENT INTERNATIONAL LIMITED, an International Business Company organized under the
laws of the British Virgin Islands (the “Company”); and (iii) all the
shareholders of the Company who have executed this Agreement on the signature page
attached hereto as Exhibit A (the “Company Shareholders”). 



R E C I T A L S 



         A.       
          The Company has authorized capital consisting of 50,000 ordinary shares of
          capital stock, par value US$1.00 each (the “Ordinary Shares”),
          of which 100 Ordinary Shares are issued and outstanding as of the date of this
          Agreement (the “Company Shares”). 



         B.       
          WYOI has authorized capital stock consisting of 50,000,000 shares of common
          stock (“WYOI Common Stock”), $.01 par value, of which 1,430,067
          shares of WYOI Common Stock are issued and outstanding as of the date of this
          Agreement, and 2,000,000 shares of preferred stock (“WYOI Preferred
          Stock”), no par value, of which no shares of WYOI Preferred Stock are
          issued and outstanding as of the date of this Agreement. 



         C.       
          The Company Shareholders wish to sell, and WYOI wishes to acquire, all of the
          issued and outstanding Company Shares in exchange for WYOI’s issuance of a
          total of 28,000,000 shares of WYOI Common Stock (“WYOI Shares”)
          to the Company Shareholders, such that the Company Shareholders shall own 95.1%
          of the issued and outstanding share capital of WYOI on a fully diluted basis, as
          of the Closing (as defined below), subject to and upon the terms and conditions
          hereinafter set forth (the “Reorganization”). 



A G R E E M E N T 




ARTICLE 1
SECURITIES PURCHASE
AND REORGANIZATION 



        It
is agreed as follows: 



        1.1     
Incorporation of Recitals. The provisions and recitals set forth above are hereby
referred to and incorporated herein and made a part of this Agreement by reference. 



        1.2     
Agreement to Exchange Securities. Subject to the terms and upon the conditions set
forth herein, each Company Shareholder agrees to sell, assign, transfer and deliver to
WYOI, and WYOI agrees to purchase from each Company Shareholder, at the Closing, all of
the Company Shares owned by the respective Company Shareholder, in exchange for the
issuance by WYOI to each such Company Shareholder a pro rata share of the WYOI Shares.
Each Company Shareholder’s pro rata share of the WYOI Shares shall be determined by
multiplying the total number of the WYOI Shares (i.e., 28,000,000 shares of WYOI
Common Stock) by a fraction, the numerator of which is the total number of Company Shares
owned by the Company 



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Shareholder at the Closing and the
denominator of which is the total number of Company Shares issued and outstanding at the
Closing. No fractional shares of WYOI Common Stock shall be issued upon exchange of any
Company Shares pursuant to this Section 1.2. In lieu thereof, each recipient of WYOI
Common Stock who would otherwise be entitled to a fraction of a share of WYOI Common Stock
(after aggregating all fractional shares of WYOI Common Stock to be received by such
holder) shall be entitled to receive one whole share of WYOI Common Stock. 



        1.3     
Closing. The closing (“Closing”) of the exchange of the Company
Shares and the WYOI Shares shall take place at the offices of Preston Gates & Ellis
LLP, located at 1900 Main Street, Suite 600, Irvine, CA 92614, at 10:00 a.m., local
time, on May 16, 2005, or at such other time and place as may be agreed to by the Company
and WYOI (“Closing Date”). 



        1.4     
Instruments
of Transfer.  





          		    (a)       
               Company Shares. Each Company Shareholder shall deliver to WYOI on the
               Closing Date evidence of the Company Shares owned by the Company Shareholder
               (“Company Certificates”), if any, along with duly executed
               assignments of such Company Certificates, in order to effectively vest in WYOI
               all right, title and interest in and to the Company Shares owned by the Company
               Shareholder. From time to time after the Closing Date, and without further
               consideration, the Company Shareholder will execute and deliver such other
               instruments of transfer and take such other actions as WYOI may reasonably
               request in order to more effectively transfer to WYOI the securities intended to
               be transferred hereunder. 



               



          		    (b)       
               WYOI Shares. WYOI shall deliver to the Company Shareholders on the
               Closing Date original certificates evidencing the WYOI Shares, in form and
               substance satisfactory to the Company Shareholders, in order to effectively vest
               in each Company Shareholder its respective right, title and interest in and to
               the WYOI Shares. From time to time after the Closing Date, and without further
               consideration, WYOI will execute and deliver such other instruments and take
               such other actions as the Company Shareholders may reasonably request in order
               to more effectively issue to them the WYOI Shares. 



               



        1.5     
Restricted Securities. The WYOI Shares shall be issued pursuant to exemptions from
the registration requirements of the Securities Act of 1933, as amended
(“Securities Act”), and shall accordingly bear a restrictive legend
subject to existing law, as more fully described in Section 3.3 hereof. 




ARTICLE 2
REPRESENTATIONS AND
WARRANTIES OF THE COMPANY 



        The
Company hereby represents and warrants to WYOI as follows: 



        2.1
      Disclosure
Schedule. The disclosure schedule attached hereto as Exhibit 2.1 (the
“Company Disclosure Schedule”) is divided into sections that correspond
to the sections of this Article 2. The Company Disclosure Schedule comprises a list of all
exceptions to the truth and accuracy of, and of all disclosures or descriptions required
by, the representations and warranties set forth in the remaining sections of this Article
2. 



        2.2
     
Corporate Organization, etc.  





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          		    (a)       
               The Company is an International Business Companies duly organized, validly
               existing and in good standing under the laws of the British Virgin Islands and
               each of the Company’s subsidiaries is a corporation duly organized, validly
               existing and in good standing under the laws of its jurisdiction, with the
               requisite corporate power and authority to carry on its business as it is now
               being conducted and to own, operate and lease its properties and assets, is duly
               qualified or licensed to do business as a foreign corporation in good standing
               in every other jurisdiction in which the character or location of the properties
               and assets owned, leased or operated by it or the conduct of its business
               requires such qualification or licensing, except in such jurisdictions in which
               the failure to be so qualified or licensed and in good standing would not,
               individually or in the aggregate, have a Material Adverse Effect (as defined
               below) on the Company and its subsidiaries taken as whole. Complete and correct
               copies of the Company’s articles of association and memorandum of
               association, and of the organizational documents for each of the subsidiaries
               have previously been made available to WYOI. 



               



          		    (b)       
               Except as set forth on the Company Disclosure Schedule, the Company does not own
               or control any capital stock of any corporation or any interest in any
               partnership, joint venture or other entity (for purposes of this Article 2 and
               the representations set forth herein, any reference to the Company shall include
               the Company and all of its subsidiaries disclosed in the Company Disclosure
               Schedule, except where the context otherwise clearly requires). All capital
               stock of the subsidiaries is owned by the Company free and clear of all liens,
               claims and encumbrances except as set forth in the Company Disclosure Schedule.
               Each entity in which the Company owns an interest is duly organized, validly
               existing in good standing, and qualified to do business in each jurisdiction in
               which the nature of its business or the ownership or leasing of its properties
               makes such qualification necessary other than in such jurisdictions where the
               failure so to qualify would not have a Material Adverse effect on the Company
               taken as a whole. 



               



        2.3
     
Capitalization. The authorized capital of the Company is as set forth in Recital A
to this Agreement. The Company Disclosure Schedule sets forth the total number of Ordinary
Shares issued and outstanding as of the date of this Agreement. The shares owned by the
Company Shareholders represent all of the capital stock of the Company outstanding as of
the date hereof. All issued and outstanding Company Shares are duly authorized, validly
issued, fully paid and nonassessable and are without, and were not issued in violation of,
preemptive rights, other restrictions or any securities statute or regulation. Other than
as contemplated by this Agreement, there is no subscription, option, warrant, call, right,
contract, agreement, commitment, understanding or arrangement to which the Company or any
subsidiary is a party, or by which either is bound, with respect to the issuance, sale,
delivery or transfer of the capital securities of the Company or such subsidiary,
including any right of conversion or exchange under any security or other instrument. 



        2.4
     
Authorization, etc. The Company has all requisite corporate power and authority to
enter into, execute, deliver, and perform its obligations under this Agreement. This
Agreement has been duly and validly executed and delivered by the Company and is the valid
and binding legal obligation of the Company enforceable against the Company in accordance
with its terms, subject to bankruptcy, moratorium, principles of equity and other
limitations limiting the rights of creditors generally. The execution and delivery of this
Agreement and the 







3 










related documents and the
consummation of the transactions contemplated hereby and thereby have been duly authorized
by the Board of Directors of the Company, and no other corporate or shareholder
proceedings on the part of the Company are necessary to authorize the transactions
contemplated hereby and thereby. 



        2.5
     
Non-Contravention. Except as set forth in the Company Disclosure Schedule, neither
the execution, delivery and performance of this Agreement, nor the consummation of the
transactions contemplated herein will: 



		    (a)                             violate,
contravene or be in conflict with any provision of the articles of
               association or memorandum of association of the Company or its
subsidiaries;  







		    (b)                             be
in conflict with, or constitute a default, however defined (or an event
               which, with the giving of due notice or lapse of time, or both, would
constitute                such a default), under, or cause or permit the acceleration of
the maturity of,                or give rise to any right of termination, cancellation,
imposition of fees or                penalties under any debt, note, bond, lease,
mortgage, indenture, license,                obligation, contract, commitment, franchise,
permit, instrument or other                agreement or obligation to which the Company
or any subsidiary is a party or by                which the Company, any subsidiary, or
any of the Company’s or any                subsidiary’s properties or assets is
or may be bound;  







		    (c)                             result
in the creation or imposition of any pledge, lien, security interest,
               restriction, option, claim or charge of any kind whatsoever
               (“Encumbrances”) upon any property or assets of the
Company or                any subsidiary under any debt, obligation, contract, agreement
or commitment to                which the Company or any subsidiary is a party or by
which the Company, any                subsidiary, or any of the Company’s or any
subsidiary’s assets or                properties are bound; or  







		    (d)                             materially
violate any statute, treaty, law, judgment, writ, injunction,                decision,
decree, order, regulation, ordinance or other similar authoritative
               matters (referred to herein individually as a “Law” and
               collectively as “Laws”) of any foreign, federal, state or
local                governmental or quasi-governmental, administrative, regulatory or
judicial                court, department, commission, agency, board, bureau,
instrumentality or other                authority (referred to herein individually as an
“Authority”               and collectively as “Authorities”).  







        2.6
     
Consents and Approvals. Except as set forth in the Company Disclosure Schedule or
those received or to be received by the Company or its subsidiaries prior to the Closing,
with respect to the Company and/or its subsidiaries, no consent, approval, order or
authorization of or from, or registration, notification, declaration or filing with
(“Consent”) any individual or entity, including without limitation any
Authority, is required in connection with the execution, delivery or performance of this
Agreement by the Company or the consummation by the Company of the transactions
contemplated herein. 



        2.7
     
Financial Statements. The Company has delivered to WYOI (i) a copy of the audited
consolidated balance sheet of the Company as of March 31, 2004 and audited consolidated
statements of income of the Company for the twelve-month periods ended March 31, 2004,
2003 and 2002 (the “Income Statements”), and (ii) a copy of the unaudited
consolidated balance sheet (“Balance Sheet”) of the Company as of
December 31, 2004 and 






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unaudited consolidated statement of
income of the Company for the nine-months ended as of December 31, 2004 (collectively, the
“Financial Statements”). Except as disclosed therein or in the Company
Disclosure Schedule, the aforesaid Financial Statements: (i) have been kept in
accordance with the books and records of the Company and have been prepared in conformity
with generally accepted accounting principles applicable in the United States (except as
stated therein or in the notes thereto); and (ii) are true, complete and accurate in
all material respects and fairly present the financial position of the Company and its
subsidiaries as of the date thereof, and the income or loss for the period then ended,
except that the unaudited balance sheet and interim statement of income do not contain all
required footnotes and will be subject to normal year-end adjustments. 



        2.8
     
Absence of Undisclosed Liabilities. Neither the Company nor any of its subsidiaries
have any material liabilities, obligations or claims of any kind whatsoever, whether
secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured,
known or unknown, direct or indirect, contingent or otherwise and whether due or to become
due (referred to herein individually as a “Liability” and collectively as
“Liabilities”), other than: (a) Liabilities that are fully reflected
or reserved for in the Balance Sheet; (b) Liabilities that are set forth on the
Company Disclosure Schedule; (c) Liabilities incurred by the Company in the ordinary
course of business after the date of the Balance Sheet and consistent with past practice;
(d) Liabilities for express executory obligations to be performed after the Closing
under the contracts described in Section 2.16 of the Company Disclosure Schedule; or (e)
Liabilities not included in subparts (a) through (d) that are in an amount not to exceed
US$100,000 individually or in the aggregate. 



        2.9
     
Absence of Certain Changes. Except as set forth in the Company Disclosure Schedule,
since the date of the Balance Sheet, the Company and each subsidiary has owned and
operated its assets, properties and business in the ordinary course of business and
consistent with past practice. Without limiting the generality of the foregoing, subject
to the aforesaid exceptions: 



		    (a)                             neither
the Company nor any of its subsidiaries have experienced any change that
               has had or could reasonably be expected to have a Material Adverse Effect
on the                Company; and  







		    (b)                             neither
the Company nor any of its subsidiaries have suffered (i) any loss,
               damage, destruction or other property or casualty (whether or not covered
by                insurance) or (ii) any loss of officers, employees, dealers,
distributors,                independent contractors, customers or suppliers, which had
or could reasonably                be expected to have a Material Adverse Effect on the
Company.  







        2.10
     
Inventory. The values at which the inventories of the Company and its subsidiaries
as shown on the Financial Statements have been determined in accordance with the normal
valuation policy of the Company, consistently applied. All inventory of the Company and
its subsidiaries, whether reflected in the Financial Statements or otherwise, consists of
a quality and quantity usable and saleable in the ordinary course of business except for
items of obsolete materials and materials of below standard quality, all of which have
been written down in the current Financial Statements to realizable market value or for
which reasonably adequate reserves have been provided therein. Except as specifically
indicated in the current Financial 






5 











Statements, the present quantities of
all inventory of the Company and its subsidiaries are reasonable and warranted in the
present circumstances of the business of the Company. 



        2.11
     
Taxes. The Company has filed or will file within the time prescribed by law
(including extension of time approved by the appropriate taxing authority) all tax returns
and reports required to be filed with the United States Internal Revenue Service and with
all other jurisdictions where such filing is required by law; and the Company has paid, or
has made adequate provision in the current Financial Statements for the payment of all
taxes, interest, penalties, assessments or deficiencies due and payable on, and with
respect to all periods ending prior to December 31, 2004. The Company knows of (i) no
other tax returns or reports which are required to be filed which have not been so filed
and (ii) no unpaid assessment for additional taxes for any fiscal period or any basis
therefor. 



        2.12
     
Assets. Except as set forth in the Company Disclosure Schedule, the Company and
each of its subsidiaries has valid title to all of its respective assets and properties
owned by it, that relate to or are necessary for the Company or such subsidiary to conduct
its business and operations as currently conducted (collectively, the
“Assets”), free and clear of any mortgage, pledge, lien, security
interest (a “Lien”), other than (i) liens securing specific
Liabilities shown on the Balance Sheet with respect to which no breach, violation or
default exists; (ii) minor imperfections of title that do not individually or in the
aggregate, impair the continued use and operation of the Assets to which they relate in
the operation of the Company as currently conducted; (iii) liens for current taxes
not yet due and payable or being contested in good faith by appropriate proceedings
(“Permitted Liens”); or (iv) liens that do not materially impair the
Company’s or subsidiary’s intended use or ownership of the Assets. 



      2.13
     
Receivables and Payables. 



		    (a)                             Except
as set forth on the Company Disclosure Schedule, all accounts receivable
               of the Company and its subsidiaries represent sales in the ordinary course
of                business, are current and to the Company’s knowledge, collectible
net of                any reserves shown on the Balance Sheet and none of such
receivables is subject                to any Lien other than a Permitted Lien.  







		    (b)                             Except
as set forth on the Company Disclosure Schedule, all payables by the
               Company and its subsidiaries arose in bona fide transactions in the
ordinary                course of business.  







        2.14
     
Intellectual Property Rights. The Company and/or its subsidiaries, as applicable,
owns or has the unrestricted right to use all patents, patent applications, patent rights,
registered and unregistered trademarks, trademark applications, trade names, service
marks, service mark applications, copyrights, internet domain names, computer programs and
other computer software, inventions, know-how, trade secrets, technology, proprietary
processes, trade dress, software and formulae (collectively, “Intellectual
Property Rights”) used in, or necessary for, the operation of its business as
currently conducted or proposed to be conducted. Except as set forth on the Company
Disclosure Schedule, to the Company’s knowledge, the use of all Intellectual Property
Rights necessary or required for the conduct of the business of the Company as presently
conducted and as proposed to be conducted does not infringe or violate the intellectual
property rights of any person or entity. 





6 










        2.15
     
Litigation. Except as set forth in the Company Disclosure Schedule, there is no
legal, administrative, arbitration, or other proceeding, suit, claim or action of any
nature or investigation, review or audit of any kind, or any judgment, decree, decision,
injunction, writ or order pending, noticed, scheduled, or, to the knowledge of the
Company, threatened or contemplated by or against or involving the Company or its
subsidiaries, their assets, properties or business, whether at law or in equity, before or
by any person or entity or Authority, or which questions or challenges the validity of
this Agreement or any action taken or to be taken by the parties hereto pursuant to this
Agreement or in connection with the transactions contemplated herein. 



      2.16
     
Contracts and Commitments; No Default. 



		    (a)                             The
Company Disclosure Schedule contains a list of each material contract and
               agreement to which the Company or any of its subsidiaries is a party,
which                involves an obligation of more than US$1,000,000 over its term,
including any                agreement among the shareholders of the Company or the
shareholders of any                subsidiary. In addition, true and complete copies (or
summaries, in the case of                oral items) of the following agreements relating
to the Company or any of its                subsidiaries (the “Company Contracts”)
have been made available                to WYOI for review:  







		    (i)                                   Each
form of employment agreements, and, if any, non-competition, consulting or
          severance agreement, collective bargaining agreement, or pension,
          profit-sharing, incentive compensation, deferred compensation, stock purchase,
          stock option, stock appreciation right, group insurance, severance pay or
          retirement plan or agreement;  







		    (ii)                                   Each
indenture, mortgage, note, installment obligation, agreement or other
          instrument relating to the borrowing of money by the Company;  







		    (iii)                                   Each
contract, agreement, lease (real or personal property) or arrangement that           (A) is
not terminable on less than 30 days’ notice without penalty,           (B) is
over one year in length of obligation of the Company, or           (C) involves an
obligation of more than US$1,000,000 over its term;  







		    (iv)                                   Each
contract, agreement, commitment or license relating to Intellectual           Property
Rights or contract, agreement or commitment of any other type, whether           or not
fully performed, not otherwise disclosed pursuant to this Section 2.16;  







		    (v)                                   Each
obligation or requirement to provide funds to or make any investment (in           the
form of a loan, capital contribution or otherwise) in any person or entity;           or  







		    (vi)                                   Each
outstanding sales or purchase contract, commitment or proposal that will           result
in any material loss upon completion or performance thereof after           allowance for
direct distribution expenses, or bound by any outstanding           contract, bid, sales
or service proposal quoting prices that are not reasonably           expected to result
in a normal profit.  








7 











		    (b)                             Except
as set forth in the Company Disclosure Schedule, all of the Company
               Contracts items are valid and enforceable by and against the Company or
its                applicable subsidiary in accordance with their terms. Except as set
forth in the                Company Disclosure Schedule, neither the Company nor any
subsidiary, as                applicable is in breach, violation or default, however
defined, in the                performance of any of its material obligations under any
of the Company                Contracts, and no facts and circumstances exist which,
whether with the giving                of due notice, lapse of time, or both, would
constitute a breach, violation or                default thereunder or thereof, which, in
each case, had or will have a Material                Adverse Effect on the Company, and,
to the knowledge of the Company, no other                parties thereto are in a breach,
violation or default, however defined,                thereunder or thereof, and no facts
or circumstances exist which, whether with                the giving of due notice, lapse
of time, or both, would constitute such a                breach, violation or default
thereunder or thereof which could have a Material                Adverse Effect on the
Company.  







        2.17
     
Compliance with Law; Permits and Other Operating Rights. Except as set forth in the
Company Disclosure Schedule, the Assets, properties, business and operations of the
Company and its subsidiaries are and have been in compliance in all respects with all Laws
applicable to the Company’s or its subsidiary’s assets, properties, business and
operations, except where the failure to comply would not have a Material Adverse Effect.
The Company and each subsidiary possesses all material permits, licenses and other
authorizations from all Authorities necessary to permit it to operate its business in the
manner in which it presently is conducted and the consummation of the transactions
contemplated by this Agreement will not prevent the Company or any subsidiary from being
able to continue to use such permits and operating rights. Neither the Company nor any
subsidiary has received notice of any violation of any such applicable Law, and is not in
default with respect to any order, writ, judgment, award, injunction or decree of any
Authority. 



        2.18
     
Books and Records. The books of account, minute books, stock record books, and
other material records of the Company and each subsidiary, all of which have been made
available to WYOI, are complete and correct in all material respects and have been
maintained in accordance with reasonable business practices. The minute books of the
Company and each subsidiary contain accurate and complete records of all formal meetings
held of, and corporate action taken by, the members, shareholders, the managers and
committees of the managers of the Company or such subsidiary as applicable. At the
Closing, all of those books and records will be in the possession of the Company. 



        2.19
     
Business Generally; Accuracy of Information. No representation or warranty made by
the Company in this Agreement, the Company Disclosure Schedule, or in any document,
agreement or certificate furnished or to be furnished to WYOI at the Closing by or on
behalf of the Company or its subsidiaries in connection with any of the transactions
contemplated by this Agreement contains or will contain any untrue statement of material
fact or omit or will omit to state any material fact necessary in order to make the
statements herein or therein not misleading in light of the circumstances in which they
are made, and all of the foregoing completely and correctly present the information
required or purported to be set forth herein or therein. 



        2.20
     
    Related  Party  Transactions.  Except as described in the Company  Disclosure
 Schedule,  no director, officer or affiliate of the Company or any member of his or her
immediate 




8 










family, is a party to any agreement
or contract or other business arrangement or relationship of any kind with the Company or,
except for compensation as an officer or director of the Company or for the ownership of
not more than 1% of the stock of a company having a class of securities registered
pursuant to the Exchange Act, has an ownership interest in any business, corporate or
otherwise, which is a party to, or in any property which is the subject of, business
arrangements or relationships of any kind with the Company. 



        2.21
     
Environmental Matters. Except as set forth in the Company Disclosure Schedule, the
Company and each subsidiary has at all times operated its business in compliance with, and
there presently exists no violation with respect to the ownership or operation of the
business of, any applicable law relating to pollution or protection of the environment,
except where any such non-compliance or violation would not have a Material Adverse Effect
to the Company. 



        2.22
     
Benefit Plans. Except as set forth in the Company Disclosure Schedule, neither the
Company nor any of its subsidiaries presently maintain any employee retirement benefit
plans or any other welfare or retirement benefit plans for the Company’s or
applicable subsidiary’s employees. 



        2.23
     
Employee Matters. No employee of the Company or any subsidiary is in violation of any term
of any employment contract, patent disclosure agreement, noncompetition agreement, or any
other contract or written agreement, or any restrictive covenant contained in any such
agreement relating to the right of any such employee to be employed thereby, or to use
trade secrets or proprietary information of others, and the employment of such employees
does not subject the Company to any material liability. 



        2.24
     
No Brokers or Finders. Except as set forth in the Disclosure Schedule, no broker,
finder or investment banker is entitled to any brokerage, finder’s or other fee or
commission in connection with any of the transactions contemplated by this Agreement based
upon arrangements made by or on behalf of the Company. 




ARTICLE 3
REPRESENTATIONS AND
WARRANTIES OF THE COMPANY SHAREHOLDERS 



        Each
Company Shareholder, severally and not jointly, represents, warrants and covenants to and
with WYOI with respect to himself, as follows: 



        3.1
     
Power and Authority. The Company Shareholder has all requisite power and authority
to enter into and to carry out all of the terms of this Agreement and all other documents
executed and delivered in connection herewith (collectively, the
“Documents”). All action on the part of the Company Shareholder necessary
for the authorization, execution, delivery and performance of the Documents by the Company
Shareholder has been taken and no further authorization on the part of the Company
Shareholder is required to consummate the transactions provided for in the Documents. When
executed and delivered by the Company Shareholder, the Documents shall constitute the
valid and legally binding obligation of the Company Shareholder enforceable in accordance
with their respective terms. 




9 










        3.2
     
Ownership of and Title to Securities. Exhibit A to this Agreement accurately
and completely sets forth all of the Company Shares owned by the Company Shareholder as of
the date hereof. The Company Shareholder has good and marketable title to the Company
Shares which he owns, free and clear of all pledges, security interests, mortgages, liens,
claims, charges, restrictions or encumbrances, except for any restrictions imposed by
federal or state securities laws. 



      3.3
     
Investment and Related Representations. 



		    (a)              Securities
Laws Compliance. The Company Shareholder is aware that neither                the
WYOI Shares nor the offer or sale thereof to the Company Shareholder has
               been registered under the Securities Act, or under any state securities
law. The                Company Shareholder understands that the WYOI Shares will be
characterized as                “restricted” securities under US federal
securities laws inasmuch as                they are being acquired in a transaction that
has not been registered under the                Securities Act and that under such laws
and applicable regulations such                securities may be resold without
registration under the Securities Act only in                certain limited
circumstances. The Company Shareholder agrees that the Company                Shareholder
will not sell all or any portion of WYOI Shares except pursuant to
               registration under the Securities Act or pursuant to an available
exemption from                registration under the Securities Act. The Company
Shareholder understands that                each certificate for WYOI Shares issued to
the Company Shareholder or to any                subsequent transferee shall be stamped
or otherwise imprinted with the legend                set forth below summarizing the
restrictions described in this Section 3.3 and                that WYOI shall refuse to
transfer the WYOI Shares except in accordance with                such restrictions:  







	 	
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A
CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH
SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT.






		    (b)              Investment
Representation. This Agreement is made with the Company                Shareholder in
reliance upon the Company Shareholder’s representation,                which by the
Company Shareholder’s execution of this Agreement the Company
               Shareholder hereby confirms, that the WYOI Shares to be received by the
Company                Shareholder are being acquired pursuant to this Agreement for
investment and not                with a view to the public resale or distribution
thereof unless pursuant to an                effective registration statement or
exemption under the Securities Act.  







		    (c)              No
Public Solicitation. The Company Shareholder is acquiring the WYOI
               Shares after private negotiation and has not been attracted to the
acquisition                of the WYOI Shares by any press release, advertising or
publication.  







10 










		    (d)              Access
to Information. The Company Shareholder acknowledges having                received
and reviewed WYOI’s Annual Report on Form 10-KSB for the year                ended
February 29, 2004 (“2004 Annual Report”) and the
               reports filed by WYOI with the Securities and Exchange Commission
               (“SEC”) subsequent thereto (collectively the “SEC
               Reports”).  







		    (e)              Investor
Solicitation and Ability to Bear Risk to Loss. The Company
               Shareholder, if a corporation or a partnership, has not been organized for
the                purpose of acquiring the WYOI Shares. The Company Shareholder
acknowledges that                it is able to protect its interests in connection with
the acquisition of the                WYOI Shares and can bear the economic risk of
investment in such securities                without producing a material adverse change
in the Company Shareholder’s                financial condition. The Company
Shareholder otherwise has such knowledge and                experience in financial or
business matters that the Company Shareholder is                capable of evaluating the
merits and risks of the investment in the WYOI Shares.  







		    (f)              Accredited
Investor Status. The Company Shareholder is an                “accredited
investor” as that term is defined in Regulation D                promulgated under
the Securities Act.  







        3.4
     
No “Bad Boy” Disqualification. To the Company Shareholder’s
knowledge, none of the officers or directors of the Company or its significant
subsidiaries would be subject to the disqualification under Rule 262 of the Securities Act
and no individual nominated to be an officer or director of WYOIwould be subject to such
disqualification if the Company were to rely on the exemption from registration under
Regulation A of the Securities Act. 



        3.5
     
US Securities Disclosures. The Company Shareholders understand that their names,
address and other detailed information must be disclosed to the SEC under applicable laws
and regulations and have discussed these requirements with their legal counsel. 




ARTICLE 4
REPRESENTATIONS AND
WARRANTIES OF WYOI 



        WYOI
represents and warrants to the Company and the Company Shareholders as follows: 



        4.1
     
Disclosure Schedule. The disclosure schedule attached hereto as Exhibit 4.1
(the “WYOI Disclosure Schedule”) is divided into sections that
correspond to the sections of this Article 4. The WYOI Disclosure Schedule comprises a
list of all exceptions to the truth and accuracy of, and of all disclosures or
descriptions required by, the representations and warranties set forth in the remaining
sections of this Article 4. 



        4.2
     
Corporate Organization, Standing and Power. WYOI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Wyoming. WYOI has all
corporate power and authority to own its properties and to carry on its business as now
being conducted and is duly qualified to do business and is in good standing in each
jurisdiction in which the failure to be so qualified would have a Material Adverse Effect
on WYOI. Except as set forth in the WYOI Disclosure Schedule, WYOI does not own or control
any capital stock of any corporation or any interest in any partnership, joint venture or
other entity (all such 




11 










entities together with WYOI referred
to hereinafter as the “WYOI Corporations” and each individually as
a “WYOI Corporation”). 



        4.3
     
Authorization. WYOI has all the requisite corporate power and authority to enter
into this Agreement and to carry out the transactions contemplated herein. The Board of
Directors of WYOI has taken all action required by law, its articles of incorporation and
bylaws or otherwise to authorize the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated herein. This Agreement is the valid
and binding legal obligation of WYOI enforceable against WYOI in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws that affect creditors’ rights generally. 



        4.4
     
Capitalization. Recital B accurately reflects authorized capital of WYOI and the
total number of outstanding shares of WYOI Common Stock and WYOI Preferred Stock. All
issued and outstanding shares of WYOI Common Stock are duly authorized, validly issued,
fully paid and nonassessable and are without, and were not issued in violation of,
preemptive rights. Except as set forth in the WYOI Disclosure Schedule, there are no
subscriptions, options, warrants, calls, rights, contracts, agreements, commitments,
understandings or arrangements to which WYOI is a party, or by which it is bound, with
respect to the issuance, sale, delivery or transfer of the capital securities of WYOI,
including any right of conversion or exchange under any security or other instrument. 



        4.5
     
Non-Contravention. Neither the execution, delivery and performance of this
Agreement nor the consummation of the transactions contemplated herein will: 



		    (a)                                     violate
any provision of the articles of incorporation or bylaws of WYOI;  







		    (b)                             be
in conflict with, or constitute a default, however defined (or an event
               which, with the giving of due notice or lapse of time, or both, would
constitute                such a default), under, or cause or permit the acceleration of
the maturity of,                or give rise to, any right of termination, cancellation,
imposition of fees or                penalties under, any debt, note, bond, lease,
mortgage, indenture, license,                obligation, contract, commitment, franchise,
permit, instrument or other                agreement or obligation to which any WYOI
Corporation is a party or by which any                WYOI Corporation or any of their
respective properties or assets is or may be                bound;  







		    (c)                             result
in the creation or imposition of any Encumbrance upon any property or
               assets of any WYOI Corporation under any debt, obligation, contract,
agreement                or commitment to which any WYOI Corporation is a party or by
which any WYOI                Corporation or any of their respective assets or properties
is or may be bound;                or  







		    (d)                             violate
any Law of any Authority.  







        4.6
     
Consents and Approvals. No Consent is required by any person or entity, including
without limitation any Authority, in connection with the execution, delivery and
performance by WYOI of this Agreement, or the consummation of the transactions
contemplated herein, other than any Consent which, if not made or obtained, will not,
individually or in the aggregate, have a Material Adverse Effect on the business of any
WYOI Corporation. 



12 










        4.7
     
Valid Issuance. The WYOI Common Stock to be issued in connection with this
Agreement has been duly authorized and, when issued, delivered and paid for as provided in
this Agreement, will be validly issued, fully paid and non-assessable. 



        4.8
     SEC Filings; Financial Statements. 




		    (a)                             WYOI
has delivered or made available to the Company accurate and complete copies
               (excluding copies of exhibits) of the SEC Reports. All statements,
reports,                schedules, forms and other documents required to have been filed
by WYOI with                the SEC have been so filed and on a timely basis. As of the
time it was filed                with the SEC (or, if amended or superseded by a filing
prior to the date of this                Agreement, then on the date of such filing): (i) each
of the SEC Reports                complied in all material respects with the applicable
requirements of the                Securities Act or the Securities Exchange Act of 1934,
as amended (the                “Exchange Act”); and (ii) none of the SEC
Reports contained any                untrue statement of a material fact or omitted to
state a material fact required                to be stated therein or necessary in order
to make the statements therein, in                the light of the circumstances under
which they were made, not misleading.  







		    (b)                             The
consolidated financial statements contained in the SEC Reports:                (i) complied
as to form in all material respects with the published rules                and
regulations of the SEC applicable thereto; (ii) were prepared in
               accordance with GAAP applied on a consistent basis throughout the periods
               covered (except as may be indicated in the notes to such financial
statements                and, in the case of unaudited statements, as permitted by Form
10-QSB of the                SEC); and (iii) fairly present, in all material
respects, the consolidated                financial position of WYOI and its consolidated
subsidiaries as of the                respective dates thereof and the consolidated
results of operations of WYOI and                its consolidated subsidiaries for the
periods covered thereby. All adjustments                considered necessary for a fair
presentation of the financial statements have                been included.  







        4.9
     
No Liabilities. The WYOI Corporations do not have any Liabilities, as of the date
of this Agreement, except for (i) Liabilities expressly stated in the most recent balance
sheet included in the SEC Reports or the notes thereto, or (ii) Liabilities which do not
exceed US$10,000 in the aggregate. As of the Closing, the WYOI Corporations shall not have
any Liabilities which exceed $1,000 in the aggregate. 



        4.10
     
No Assets. As of the Closing, WYOI will not have any subsidiaries, assets or
operations of any kind, except as identified the WYOI Disclosure Schedule. 



        4.11
     
Absence of Certain Changes. Except as set forth in the WYOI Disclosure Schedule,
the WYOI Corporations have owned and operated their assets, properties and business in the
ordinary course of business and consistent with past practice. Without limiting the
generality of the foregoing, subject to the aforesaid exceptions, the WYOI Corporations
have not experienced any change that has had or could reasonably be expected to have a
Material Adverse Effect on the WYOI Corporations as a group. 



        4.12
     
Litigation. Except as disclosed in the WYOI Disclosure Schedule, there is no legal,
administrative, arbitration, or other proceeding, suit, claim or action of any nature or
investigation, review or audit of any kind, or any judgment, decree, decision, injunction,
writ 



13 










or order pending, noticed, scheduled,
or, to the knowledge of the WYOI Corporations, threatened or contemplated by or against or
involving any WYOI Corporation, its assets, properties or business or its directors,
officers, agents or employees (but only in their capacity as such), whether at law or in
equity, before or by any person or entity or Authority, or which questions or challenges
the validity of this Agreement or any action taken or to be taken by the parties hereto
pursuant to this Agreement or in connection with the transactions contemplated herein. 



        4.13
     
Contracts and Commitments; No Default. Except as disclosed in the WYOI Disclosure
Schedule, no WYOI Corporation is a party to, nor are any of its Assets bound by, any
contract (a “WYOI Contract”) that is not disclosed in the SEC Reports.
Except as disclosed in the WYOI Disclosure Schedule, none of the WYOI Contracts contains a
provision requiring the consent of any party with respect to the consummation of the
transactions contemplated by this Agreement. No WYOI Corporation is in breach, violation
or default, however defined, in the performance of any of its obligations under any of the
WYOI Contracts, and no facts and circumstances exist which, whether with the giving of due
notice, lapse of time, or both, would constitute such breach, violation or default
thereunder or thereof, and, to the knowledge of WYOI, no other parties thereto are in a
breach, violation or default, however defined, thereunder or thereof, and no facts or
circumstances exist which, whether with the giving of due notice, lapse of time, or both,
would constitute such a breach, violation or default thereunder or thereof. 



        4.14
     
No Broker or Finder. No broker, finder or investment banker is entitled to any
brokerage, finder’s or other fee or commission in connection with any of the
transactions contemplated by this Agreement based upon arrangements made by or on behalf
of WYOI. 



        4.15
     
Intercompany And Affiliate Transactions; Insider Interests. Except as expressly
identified in the WYOI Disclosure Schedule, there are, and during the last two years there
have been, no transactions, agreements or arrangements of any kind, direct or indirect,
between any WYOI Corporation, on the one hand, and any director, officer, employee,
stockholder, or affiliate of any WYOI Corporation, on the other hand, including, without
limitation, loans, guarantees or pledges to, by or for any WYOI Corporation or from, to,
by or for any of such persons, that are currently in effect. 




  ARTICLE 5
COVENANTS OF THE
PARTIES 



        5.1
     
Conduct of Business. Except as contemplated by this Agreement, during the period
from the date of this Agreement to the Closing Date, the WYOI Corporations, the Company
and its subsidiaries will each conduct its business and operations according to its
ordinary and usual course of business consistent with past practices. Without limiting the
generality of the foregoing, and, except as otherwise expressly provided in this Agreement
or as otherwise disclosed on the Disclosure Schedule, prior to the Closing Date, without
the prior written consent of the other, neither party will: 



		    (a)                             amend
its articles of incorporation, articles of association, bylaws or
               memorandum of association, as the case may be;  







		    (b)                             issue,
reissue, sell, deliver or pledge or authorize or propose the issuance,
               reissuance, sale, delivery or pledge of shares of capital stock of any
class, or                securities  







14 











	 	
convertible
into capital stock of any class, or any rights, warrants or options to acquire any
convertible securities, capital stock; 






		    (c)                             adjust,
split, combine, subdivide, reclassify or redeem, purchase or otherwise
               acquire, or propose to redeem or purchase or otherwise acquire, any
company                shares of its capital stock, or any of its other securities;  







		    (d)                             declare,
set aside or pay any dividend or distribution (whether in cash, stock                or
property or any combination thereof) in respect of its capital stock, redeem
               or otherwise acquire any shares of its capital stock or other securities,
or                alter any term of any of its outstanding securities;  







		    (e)                             (i) except
as required under any employment agreement, increase in any                manner the
compensation of any of its directors, officers or other employees;                (ii) pay
or agree to pay any pension, retirement allowance or other                employee
benefit not required or permitted by any existing plan, agreement or
               arrangement to any such director, officer or employee, whether past or
present;                or (iii) commit itself to any additional pension, profit-sharing,
bonus,                incentive, deferred compensation, stock purchase, stock option,
stock                appreciation right, group insurance, severance pay, retirement or
other employee                benefit plan, agreement or arrangement, or to any
employment agreement or                consulting agreement (arising out of prior
employment ) with or for the benefit                of any person, or, except to the
extent required to comply with applicable law,                amend any of such plans or
any of such agreements in existence on the date of                this Agreement;  







		    (f)                             hire
any additional personnel;  







		    (g)                             incur,
assume, suffer or become subject to, whether directly or by way of
               guarantee or otherwise, any Liabilities which, individually or in the
aggregate,                exceed US$100,000 in the case of the Company and its
subsidiaries, taken as a                whole, and US$1,000 in the case of the WYOI
Corporations, taken as a whole;  







		    (h)                             make
or enter into any commitment for capital expenditures in excess of
               US$100,000 in the case of the Company and its subsidiaries, taken as a
whole,                and US$1,000 in the case of the WYOI Corporations, taken as a whole
;  







		    (i)                             pay,
lend or advance any amount to, or sell, transfer or lease any properties or
               assets (real, personal or mixed, tangible or intangible) to, or enter into
any                agreement or arrangement with, any of its officers or directors or any
affiliate                or associate of any of its officers or directors, except that
WYOI may                distribute the stock of its subsidiary, BSAS, Inc. to certain of
its officers on                terms acceptable to the Company in its reasonable
discretion;  







		    (j)                             terminate,
enter into or amend in any material respect any contract, agreement,
               lease, license or commitment, or take any action or omit to take any
action                which will cause a breach, violation or default (however defined)
under any                contract, except in the ordinary course of business and
consistent with past                practice;  







		    (k)                             acquire
any of the business or assets of any other person or entity;  







15 










		    (l)                             permit
any of its current insurance (or reinsurance) policies to be cancelled or
               terminated or any of the coverage thereunder to lapse, unless
simultaneously                with such termination, cancellation or lapse, replacement
policies providing                coverage equal to or greater than coverage remaining
under those cancelled,                terminated or lapsed are in full force and effect;  







		    (m)                             enter
into other material agreements, commitments or contracts or dispose of any
               assets not in the ordinary course of business or in excess of current
               requirements;  







		    (n)                             settle
or compromise any suit, claim or dispute or threatened suit, claim or
               dispute; or  







		    (o)                             agree
in writing or otherwise to take any of the foregoing actions or any action
               which would make any representation or warranty in this Agreement untrue
or                incorrect in any material respect.  







        5.2
     
No Solicitations. No party shall, nor shall any party permit any of its related
entities or subsidiaries to, nor shall it authorize or permit any of its officers,
directors or employees or any investment banker, financial advisor, attorney, accountant
or other representative retained by it or any of its related entities or subsidiaries to,
solicit or encourage (including by way of furnishing information), or take any other
action to facilitate, any inquiries or the making of any proposal which constitutes, or
may reasonably be expected to lead to, any takeover proposal, or agree to or endorse any
takeover proposal. Each party shall promptly advise the other orally and in writing of any
such inquiries or proposals. As used in this Agreement, “takeover proposal”
shall mean any tender or exchange offer, proposal for an exchange, consolidation or other
business combination involving a party hereto or any related entity or subsidiary of such
party or any proposal or offer to acquire in any manner a substantial equity interest in,
or a substantial portion of the assets of, such party or related entity or any of its
subsidiaries other than the transactions contemplated by this Agreement. 



        5.3
     
Full Access. Throughout the period prior to the Closing, each party will afford to
the other and its directors, officers, employees, counsel, accountants, investment
advisors and other authorized representatives and agents, reasonable access to the
facilities, properties, books and records of the party in order that the other may have
full opportunity to make such investigations as it will desire to make of the affairs of
the disclosing party. Each party will furnish such additional financial and operating data
and other information as the other will, from time to time, reasonably request, including
without limitation access to the working papers of its independent certified public
accountants; provided, however, that any such investigation will not affect or
otherwise diminish or obviate in any respect any of the representations and warranties of
the disclosing party. 



        5.4
     
Confidentiality. Each of the parties hereto agrees that it will not use, or permit
the use of, any of the information relating to any other party hereto furnished to it in
connection with the transactions contemplated herein (“Information”) in a
manner or for a purpose detrimental to such other party or otherwise than in connection
with the transaction, and that they will not disclose, divulge, provide or make accessible
(collectively, “Disclose”), or permit the Disclosure of, any of the
Information to any person or entity, other than their respective directors, officers,
employees, investment advisors, accountants, counsel and other authorized representatives 




16 










and agents, except as may be required
by judicial or administrative process or, in the opinion of such party’s counsel, by
other requirements of Law; provided, however, that prior to any Disclosure of any
Information permitted hereunder, the disclosing party will first obtain the
recipients’ undertaking to comply with the provisions of this Section with respect to
such information. The term “Information” as used herein will not include any
information relating to a party that the party disclosing such information can show:
(i) to have been in its possession prior to its receipt from another party hereto
without breach of any other confidentiality agreement; (ii) to be generally available
to the public through no fault of the disclosing party; (iii) to have been available
to the public at the time of its receipt by the disclosing party without breach of any
confidentiality agreement; (iv) to have been received separately by the disclosing
party in an unrestricted manner from a person entitled to disclose such information; or
(v) to have been developed independently by the disclosing party without regard to
any information received in connection with this transaction. Each party hereto also
agrees to promptly return to the party from whom it originally received such information
all original and duplicate copies of written materials containing Information should the
transactions contemplated herein not occur. A party hereto will be deemed to have
satisfied its obligations to hold the Information confidential if it exercises the same
care as it takes with respect to its own similar information. 



        5.5
     
Filings; Consents; Removal of Objections. Subject to the terms and conditions
herein provided, the parties hereto will use their best efforts to take or cause to be
taken all actions and do or cause to be done all things necessary, proper or advisable
under applicable Laws to consummate and make effective, as soon as reasonably practicable,
the transactions contemplated hereby, including without limitation obtaining all Consents
of any person or entity, whether private or governmental, required in connection with the
consummation of the transactions contemplated herein. In furtherance, and not in
limitation of the foregoing, it is the intent of the parties to consummate the
transactions contemplated herein at the earliest practicable time, and they respectively
agree to exert commercially reasonable efforts to that end, including without limitation:
(i) the removal or satisfaction, if possible, of any objections to the validity or
legality of the transactions contemplated herein; and (ii) the satisfaction of the
conditions to consummation of the transactions contemplated hereby. 



        5.6
     
Further Assurances; Cooperation; Notification.  




		    (a)                             Each
party hereto will, before, at and after Closing, execute and deliver such
               instruments and take such other actions as the other party or parties, as
the                case may be, may reasonably require in order to carry out the intent
of this                Agreement. Without limiting the generality of the foregoing, at
any time after                the Closing, at the reasonable request of WYOI and without
further                consideration, the Company will execute and deliver such
instruments of sale,                transfer, conveyance, assignment and confirmation and
take such action as WYOI                may reasonably deem necessary or desirable in
order to more effectively                consummate the transactions contemplated hereby.  







		    (b)                             At
all times from the date hereof until the Closing, each party will promptly
               notify the other in writing of the occurrence of any event which it
reasonably                believes will or may result in a failure by such party to
satisfy the covenants                specified in this Article 5.  







17 










        5.7
     
Public Announcements. None of the parties hereto will make any public announcement
with respect to the transactions contemplated herein without the prior written consent of
the other parties, which consent will not be unreasonably withheld or delayed;
provided, however, that any of the parties hereto may at any time make any
announcements that are required by applicable Law so long as the party so required to make
an announcement promptly upon learning of such requirement notifies the other parties of
such requirement and discusses with the other parties in good faith the exact proposed
wording of any such announcement. 



        5.8
     
Satisfaction of Conditions Precedent. Each party will use commercially reasonable
efforts to satisfy or cause to be satisfied all the conditions precedent that are
applicable to them, and to cause the transactions contemplated by this Agreement to be
consummated, and, without limiting the generality of the foregoing, to obtain all material
consents and authorizations of third parties and to make filings with, and give all
notices to, third parties that may be necessary or reasonably required on its part in
order to effect the transactions contemplated hereby. 



        5.9
     
     
Resignation of Officers And Directors. At the Closing, the pre-Closing officers and
directors of WYOI shall submit their written resignations from such offices effective as
of the Closing. Prior to their resignations, the pre-Closing directors of WYOI shall
appoint to the board of directors of WYOI the following persons designated by the Company
Shareholders effective as of the Closing: Simon Shi and Jeffrey Shi. 



        5.10
     
14f-1 Notice and Form 8-K. WYOI shall file with the SEC at least ten (10) days
prior to Closing the appropriate notice under Rule 14f-1 of Exchange Act concerning the
intended change in control of the board of directors of WYOI. The Company and the Company
Shareholders agree to cooperate with WYOI in the preparation and filing of the Schedule
14f-1 and to provide WYOI with all information and pertaining to them and necessary in
order to allow WYOI to complete and file the Schedule 14f-1. The Company and the Company
Shareholders agree to indemnify WYOI, its officers, directors, employees, agents and
controlling persons from and against any liabilities or expenses arising from or related
to any material misstatement or omission in or from the information provided by the
Company or the Company Shareholders to WYOI in connection with the preparation of such
Schedule 14f-1. WYOI shall file a Current Report on Form 8-K for purposes of disclosing
this Agreement, including the filing of this Agreement as an exhibit thereto, within four
business days of the execution of this Agreement. 



        5.11
     
Certain Covenants after Closing. The Company and the Company Shareholders agree to
cause WYOI to take the following actions following the Closing: 



		    (a)                             Within
four business days of the Closing, file a current report on Form 8-K with
               the Commission, including as exhibits audited financial statements for the
years                ended March 31, 2004 and interim financial statements for the
nine-months ended                December 31, 2004, each in form and content as required
by Regulation S-B of the                Securities Act.  







		    (b)                             Appoint
individuals to its Board of Directors as shall satisfy the rules and
               regulations of the AMEX or Nasdaq with regard to independent directors,
appoint                an audit committee with independent members and a financial expert
and take such                other  







18 










	 	
actions
as may be required to satisfy the listing requirements of either AMEX or Nasdaq prior to
filing an application as described in the immediately succeeding paragraph.  






		    (c)                             Use
its best efforts to file an application with, and pay the necessary
               application fee to, the AMEX or Nasdaq, together with such other
information as                may be required by the rules and regulations of those
agencies. The Company                shall provide a copy of the application to the
former officers of WYOI and shall                take such action as is necessary to
continue the application process to its                conclusion.  







		    (d)                             For
a period of 12 months following the Closing, the Company shall not allow or
               permit any action to effect a reverse split of the share capital of WYOI.  







        5.12
     
WYOI Transfers Prior to Closing. Notwithstanding any other provision of this
Agreement to the contrary, and in order to fully comply with the obligations specified in
Section 7.8 of this Agreement, the parties acknowledge and agree that WYOI will take
certain actions prior to the Closing to ensure that the WYOI Corporations shall have no
assets or Liabilities as of the Closing. Such actions may include, but not be limited to,
the distribution of certain WYOI assets to key employees. The parties hereto expressly
agree that such actions shall not be a default of any provision, representation, warranty,
or covenant found in this Agreement. 




ARTICLE 6
CONDITIONS TO THE
OBLIGATIONS OF WYOI 



        Notwithstanding
any other provision of this Agreement to the contrary, the obligation of WYOI to effect
the transactions contemplated herein will be subject to the satisfaction at or prior to
the Closing, or waiver by WYOI, of each of the following conditions: 



        6.1
     
Representations and Warranties True. The representations and warranties of the
Company and the Company Shareholders contained in this Agreement, including without
limitation in the Company Disclosure Schedule initially delivered to WYOI as Exhibit 2.1,
will be true, complete and accurate in all material respects as of the date when made and
at and as of the Closing Date as though such representations and warranties were made at
and as of such time, except for changes specifically permitted or contemplated by this
Agreement, and except insofar as the representations and warranties relate expressly and
solely to a particular date or period, in which case they will be true and correct at the
Closing with respect to such date or period. 



        6.2
     
Performance. The Company and the Company Shareholders will have performed and
complied in all material respects with all agreements, covenants, obligations and
conditions required by this Agreement to be performed or complied with by the Company on
or prior to the Closing. 



        6.3
     Required Approvals and Consents.  




		    (a)                             All
action required by law and otherwise to be taken by the members of the
               Company to authorize the execution, delivery and performance of this
Agreement                and the consummation of the transactions contemplated hereby
will have been duly                and validly taken.  







19 










		    (b)                             All
Consents of or from all Authorities required hereunder to consummate the
               transactions contemplated herein, will have been delivered, made or
obtained,                and WYOI will have received copies thereof.  







        6.4
     
Agreements and Documents. WYOI will have received the following agreements and
documents, each of which will be in full force and effect:  




		    (a)                             a
certificate executed on behalf of the Company by its Chief Executive Officer
               confirming that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.5,
6.6 and                6.7 have been duly satisfied;  







		    (b)                             a
certificate of good standing of the Company from the British Virgin Islands
               and any other states where the Company is qualified to do business, as of
the                most recent practicable date; and  







		    (c)                             the
Indemnification of Mr. Simon Shi, in form and substance acceptable to WYOI
               indemnifying WYOI and its pre-closing officers, directors and shareholders
               against any claim, loss or expense resulting from or arising under a
breach of                the representations, warranties or covenants of the Company or
the Company                Shareholders set forth in this Agreement.  







        6.5
     
Adverse Changes. No material adverse change will have occurred in the business,
financial condition, prospects, assets or operations of the Company other than those
disclosed in the Financial Statements, the WYOI Disclosure Schedules or to WYOI in writing
prior to the Closing. 



        6.6
     
No Proceeding or Litigation. No suit, action, investigation, inquiry or other
proceeding by any Authority or other person or entity will have been instituted or
threatened which delays or questions the validity or legality of the transactions
contemplated hereby or which, if successfully asserted, would, in the reasonable judgment
of WYOI, individually or in the aggregate, otherwise have a Material Adverse Effect on the
Company’s business, financial condition, prospects, assets or operations or prevent
or delay the consummation of the transactions contemplated by this Agreement. 



        6.7
     
Legislation. No Law will have been enacted which prohibits, restricts or delays the
consummation of the transactions contemplated hereby or any of the conditions to the
consummation of such transaction. 



        6.8
     
Appropriate Documentation. WYOI will have received, in a form and substance
reasonably satisfactory to WYOI, dated the Closing Date, all certificates and other
documents, instruments and writings to evidence the fulfillment of the conditions set
forth in this Article 6 as WYOI may reasonably request. 



        6.9
     
Legal Opinion. WYOI shall have received a legal opinion from a law firm of
recognized standing in form and content reasonably acceptable to WYOI and its counsel
relating to the transactions contemplated by this Agreement. 



        6.10
     
Due Diligence. WYOI shall have completed its due diligence investigation of the
Company and shall be satisfied in all material respects with the results of that
investigation. 




20 










Such due diligence investigation
shall include, but not be limited to, review of the Financial Statements in a form
acceptable to WYOI in its sole and absolute discretion. 




 ARTICLE 7
CONDITIONS TO
OBLIGATIONS OF THE COMPANY AND THE COMPANY SHAREHOLDERS 



        Notwithstanding
anything in this Agreement to the contrary, the obligations of the Company and Company
Shareholders to effect the transactions contemplated herein will be subject to the
satisfaction at or prior to the Closing, or waiver by the Company only, of each of the
following conditions: 



        7.1
     
Representations and Warranties True. The representations and warranties of WYOI
contained in this Agreement will be true, complete and accurate in all material respects
as of the date when made and at and as of the Closing, as though such representations and
warranties were made at and as of such time, except for changes permitted or contemplated
in this Agreement, and except insofar as the representations and warranties relate
expressly and solely to a particular date or period, in which case they will be true and
correct at the Closing with respect to such date or period. 



        7.2
     
Performance. WYOI will have performed and complied in all material respects with
all agreements, covenants, obligations and conditions required by this Agreement to be
performed or complied with by WYOI at or prior to the Closing, including the obligations
of the pre- Closing officers and directors of WYOI set forth in Section 5.9. 



        7.3
     Required Approvals and Consents.  




		    (a)                             All
action required by law and otherwise to be taken by the directors and
               stockholders of the WYOI to authorize the execution, delivery and
performance of                this Agreement and the consummation of the transactions
contemplated hereby will                have been duly and validly taken.  







		    (b)                             All
Consents of or from all Authorities required hereunder to consummate the
               transactions contemplated herein, will have been delivered, made or
obtained,                and the Company will have received copies thereof.  







        7.4
     
Agreements and Documents. The Company will have received the following agreements
and documents, each of which will be in full force and effect: 



		    (a)                             a
certificate executed on behalf of WYOI by its Chief Executive Officer
               confirming that the conditions set forth in Sections 7.1, 7.2, 7.3, 7.5,
7.6 and                7.7 have been duly satisfied;  







		    (b)                             resolutions
of the board of directors of WYOI, certified by the secretary of                WYOI,
approving the transactions contemplated by this Agreement, including the
               issuance of the WYOI Shares and the matters referred to in Sections 5.8
and 5.9                of this Agreement;  







		    (c)                             certificates
representing the WYOI Shares registered in the names of the Company
               Shareholders;  







21 











		    (d)                             a
certified list of the record holders of WYOI Common Stock as of the most
               recent practicable date evidencing all of the shares of WYOI Common Stock
issued                and outstanding;  







		    (e)                             a
certificate of good standing of WYOI from the State of Wyoming and any other
               states where WYOI is qualified to do business, as of the most recent
practicable                date;  







		    (f)                             the
agreement of Mr. Bill Conrad and Raymond McElhaney, in form and substance
               acceptable to the Company, to indemnify the Company against any claim,
loss or                expense resulting from or arising under a breach of the
representations,                warranties or covenants of WYOI set forth in this
Agreement, other than                covenants that by the express terms of this
Agreement are intended to be carried                out after the Closing; provided,
however, that such indemnification obligation                shall only extend to a
breach caused by those events that occurred while Mr.                Conrad and Mr.
McElhaney were officers of WYOI, or, for those events that may                have
occurred prior to such time, for which Mr. Conrad and/or Mr. McElhaney had
               actual knowledge or reasonably should have had such knowledge; and  







		    (g)                             a
legal opinion from a law firm of recognized standing in form and content
               reasonably acceptable to the Company and its counsel relating to the
               transactions contemplated by this Agreement.  







        7.5
     
Adverse Changes. No material adverse change will have occurred in the business,
financial condition, prospects, assets or operations of WYOI since November 30, 2004,
except that WYOI shall have distributed all of its assets to certain shareholders on or
before the Closing Date. 



        7.6
     
No Proceeding or Litigation. No suit, action, investigation, inquiry or other
proceeding by any Authority or other person or entity will have been instituted or
threatened which delays or questions the validity or legality of the transactions
contemplated hereby or which, if successfully asserted, would, in the reasonable judgment
of the Company, individually or in the aggregate, otherwise have a Material Adverse Effect
on WYOI’s business, financial condition, prospects, assets or operations or prevent
or delay the consummation of the transactions contemplated by this Agreement. 



        7.7
     
Legislation. No Law will have been enacted which prohibits, restricts or delays the
consummation of the transactions contemplated hereby or any of the conditions to the
consummation of such transaction. 



        7.8
     
No Assets and Liabilities. No WYOI Corporation shall have any Liabilities, assets
or operations and shall have delivered documentary evidence as the Company may reasonable
request and a certificates issued by the President of WYOI in form and substance
satisfactory to the Company to confirm the foregoing. 



        7.9
     
Due Diligence. The Company shall have completed its due diligence investigation of
WYOI and shall be satisfied in all material respects with the results of that
investigation. 



22 










        7.10
     
Appropriate Documentation. The Company will have received, in a form and substance
reasonably satisfactory to Company, dated the Closing Date, all certificates and other
documents, instruments and writings to evidence the fulfillment of the conditions set
forth in this Article 7 as the Company may reasonably request. 




ARTICLE 8
TERMINATION AND
ABANDONMENT 



        8.1   
  
Termination by Mutual Consent. This Agreement may be terminated at any time prior
to the Closing by the written consent of the Company and WYOI.  




        8.2
     
Termination by Either the Company or WYOI. This Agreement may be terminated by
either the Company or WYOI if the Closing is not consummated by May 16, 2005 or if any of
the conditions set forth in Articles 6 or 7 are not satisfied on or before the date of
Closing (provided that the right to terminate this Agreement under this Section 8.2 will
not be available to any party whose failure to fulfill any obligation under this Agreement
has been the cause of or resulted in the failure of the Closing to occur on or before such
date). 



        8.3
     
Procedure and Effect of Termination. In the event of termination of this Agreement
and abandonment of the transactions contemplated hereby by the Company or WYOI pursuant to
this Article 8, written notice thereof will be given to all other parties and this
Agreement will terminate and the transactions contemplated hereby will be abandoned,
without further action by any of the parties hereto. If this Agreement is terminated as
provided herein: 



		    (a)                             Each
of the parties will, upon request, redeliver all documents, work papers and
               other material of the other parties relating to the transactions
contemplated                hereby, whether obtained before or after the execution
hereof, to the party                furnishing the same;  







		    (b)                             No
party will have any liability for a breach of any representation, warranty,
               agreement, covenant or the provision of this Agreement, unless such breach
was                due to a willful or bad faith action or omission of such party or any
               representative, agent, employee or independent contractor thereof; and  







		    (c)                             All
filings, applications and other submissions made pursuant to the terms of
               this Agreement will, to the extent practicable, be withdrawn from the
agency or                other person to which made.  








ARTICLE 9
MISCELLANEOUS
PROVISIONS 



        9.1
     
Survival of Representations, Warranties and Agreements. All of the representations,
warranties and agreements in this Agreement or in any instrument delivered pursuant to
this Agreement shall survive the Closing hereof. 



        9.2
     
Expenses. WYOI and the Company will each bear their own costs and expenses relating
to the transactions contemplated hereby, including without limitation, fees and expenses
of legal counsel, accountants, investment bankers, brokers or finders, printers, copiers, 




23 










consultants or other representatives
for the services used, hired or connected with the transactions contemplated hereby. 



        9.3
     
Amendment and Modification. Subject to applicable Law, this Agreement may be
amended or modified only by the Company, WYOI and the Company Shareholders. All such
amendments and modifications to this Agreement must be in writing duly executed by all of
the parties hereto. 



        9.4
     
Waiver of Compliance; Consents. Any failure of a party to comply with any
obligation, covenant, agreement or condition herein may be expressly waived in writing by
WYOI, on the one hand, and the Company and the Company Shareholders, on the other, but
such waiver or failure to insist upon strict compliance with such obligation, covenant,
agreement or condition will not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. No single or partial exercise of a right or remedy will
preclude any other or further exercise thereof or of any other right or remedy hereunder.
Whenever this Agreement requires or permits the consent by or on behalf of a party, such
consent will be given in writing in the same manner as for waivers of compliance. 



        9.5
     
Indemnification Obligations of the Company. From and after the Closing Date, the
Company shall reimburse, indemnify and hold harmless the executive officers, directors,
and employees of WYOI in office immediately prior to the Closing (each such person and his
heirs, executors, administrators, agents, successors and assigns is referred to herein as
a “Indemnified Party”) against and in respect of: 



		    (a)                             Any
and all damages, losses, settlement payments that have been previously
               approved in writing by Company, deficiencies, liabilities, costs, expenses
and                claims suffered, sustained, incurred or required to be paid by any
Indemnified                Party, and any and all actions, suits, claims, or legal,
administrative,                arbitration, governmental or other procedures or
investigation against any                Indemnified Party, which arises or results from
a third-party claim brought                against an Indemnified Person based on (i) a
breach of any representation or                warranty by the Company contained herein,
which breach is discovered within 2                years of the date hereof, or (ii) the
business, operations or assets of the                Company or any of the Company’s
subsidiaries or the actions or omissions of                any officer, director,
shareholder, employee or agent of the Company or any of                the Company’s
subsidiaries.  







		    (b)                             The
Company shall have no obligation to indemnify or hold harmless an
               Indemnified Party for any settlement entered into by such Indemnified
Party                without the Company’s prior written consent. In addition, the
Company shall                have no obligation to indemnify or hold harmless any
Indemnified Person for any                damages, claims, losses or the like based on
the diminution in value of the                Indemnified Person’s WYOI common
shares.  







        9.6
     
Third Party Beneficiaries. Nothing in this Agreement will entitle any person or
entity other than a party hereto and his, her or its respective successors and assigns
permitted hereby to rely upon any of the representations or warranties contained herein or
to any claim, cause of action, remedy or right of any kind. 




24 










        9.7
     
Notices. All notices, requests, demands and other communications required or
permitted hereunder prior to the Closing will be made in writing and will be deemed to
have been duly given and effective: (i) on the date of delivery, if delivered
personally; or (ii) on the date of transmission, if sent by facsimile, telecopy,
telegraph, telex or other similar telegraphic communications equipment, or to such other
person or address as a party will furnish to the other parties hereto in writing in
accordance with this subsection. 
















		
	         If to the Company:                      

         Bestip Development International Limited

         Block B, G/F.,                          

         Prince Industrial Building,             

         106 King Fuk Street,                    

         San Po Kong,                            

         Kowloon, Hong Kong

         Attn: Simon Shi, Chairman

         Fax: (852) - 2327 0648
	With a copy to:

Preston Gates & Ellis LLP

1900 Main Street, Suite 600

Irvine, California  92614

Attn: Daniel K. Donahue

Fax: (949) 253-0902









or to such other person or address as
the Company will furnish to the other parties hereto in writing in accordance with this
subsection. 




        If
to WYOI, to the address set forth on Exhibit A attached hereto. 




		
	         If to the WYOI:               

         Wyoming Oil & Minerals, Inc.  

         5525 Erindale Drive, Suite 201

         Colorado Springs, CO 80918    

         Attn: Bill Conrad, President  

         Fax: 719-260-8516
	With a copy to:

David J. Babiarz, Esq.

Dufford & Brown, P.C.

1700 Broadway, Suite 2100

Denver, CO 80290

Fax: (303) 832-3804










or to such other person or address as
WYOI will furnish to the other parties hereto in writing in accordance with this
subsection. 



        9.8
     
Assignment. This Agreement and all of the provisions hereof will be binding upon
and inure to the benefit of the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder will be assigned (whether voluntarily, involuntarily, by operation
of law or otherwise) by any of the parties hereto without the prior written consent of the
other parties. 



        9.9
     
Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument. 



        9.10
     
Headings. The table of contents and the headings of the sections and subsections of
this Agreement are inserted for convenience only and will not constitute a part hereof. 



        9.11
     
Entire Agreement. This Agreement, the Disclosure Schedules and the exhibits and
other writings referred to in this Agreement or in the Disclosure Schedules or any such
exhibit or other writing are part of this Agreement, together they embody the entire
agreement 



25 











and understanding of the parties
hereto in respect of the transactions contemplated by this Agreement and together they are
referred to as this “Agreement” or the “Agreement.” There are no
restrictions, promises, warranties, agreements, covenants or undertakings, other than
those expressly set forth or referred to in this Agreement. This Agreement supersedes all
prior agreements and understandings between the parties with respect to the transaction or
transactions contemplated by this Agreement. Provisions of this Agreement will be
interpreted to be valid and enforceable under applicable Law to the extent that such
interpretation does not materially alter this Agreement; provided, however, that if any
such provision becomes invalid or unenforceable under applicable Law such provision will
be stricken to the extent necessary and the remainder of such provisions and the remainder
of this Agreement will continue in full force and effect. 



        9.12
     
Remedies and Injunctive Relief. It is expressly agreed among the parties hereto
that monetary damages would be inadequate to compensate a party hereto for any breach by
any other party of its covenants in Article 5 hereof. Accordingly, the parties agree and
acknowledge that any such violation or threatened violation will cause irreparable injury
to the other and that, in addition to any other remedies which may be available, such
party will be entitled to injunctive relief against the threatened breach of Article 5
hereof or the continuation of any such breach without the necessity of proving actual
damages and may seek to specifically enforce the terms thereof. 



        9.13
     
Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the State of Colorado without regard to principles of conflicts of law. Each
party hereby irrevocably submits to the jurisdiction of any Colorado state court or any
federal court in the State of Colorado in respect of any suit, action or proceeding
arising out of or relating to this Agreement, and irrevocably accept for themselves and in
respect of their property, generally and unconditionally, the jurisdiction of the
aforesaid courts. 



        9.14
     
Definition of Material Adverse Effect. “Material Adverse Effect”
with respect to a party means a material adverse change in or effect on the business,
operations, financial condition, properties or liabilities of the party taken as a whole;
provided, however, that a Material Adverse Effect will not be deemed to include (i)
changes as a result of the announcement of this transaction or (ii) changes in generally
accepted accounting principles. 






[Signature Page(s) to
Follow] 









26 










        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written. 













		
	WYOMING OIL & MINERALS, INC. 





                             

By: /s/ Bill Conrad 

      Bill Conrad, President 
	BESTIP DEVELOPMENT INTERNATIONAL LIMITED







By: /s/ Simon Shi

     Simon Shi, Chairman 












“COMPANY
SHAREHOLDERS” 



Signatures Appear on
Exhibit A 



        Signature
Page to Securities Purchase Agreement and Plan of Reorganization  










27 



















	EXHIBIT A 
	 	 	 
	COMPANY SHAREHOLDER SIGNATURE PAGE
	 	 	 
	Name of Company Shareholder
	Number of Company Shares Owned
	Signature

	Ever Top Financial Corporation	 	 	 	94	 	 	/s/ Simon Shi	 
	 	 	 	 	 	 		 	 
	SAOF No. 3 Limited	 	 	 	6	 	 	/s/ Simon Shi	 


































A-1 














Exhibit 2.1  



Company Disclosure
Schedule 



The following are exceptions to the
representations and warranties of Bestip Development International Limited, an
International Business Company organized under the laws of the British Virgin Islands (the
“Company”), contained in the Securities Purchase Agreement and Plan of
Organization dated May 2, 2005 (the “Agreement”) by and among the
Company, Wyoming Oil & Minerals, Inc. and all the shareholders of the Company, and
should be considered an integral part of the Agreement. The section numbers in this
Company Disclosure Schedule correspond to the section numbers in the Agreement; provided,
however, that any disclosure made in this Company Disclosure Schedule under any section
shall be deemed disclosed and incorporated into any other sections under the Agreement to
the extent it is reasonably apparent that such disclosure is applicable to such other
section, whether or not repeated under any section number where such disclosure might be
deemed appropriate. Any terms defined in the Agreement shall have the same meaning when
used in this Company Disclosure Schedule as when used in the Agreement, unless the context
otherwise requires. 



2.2     Corporate
Organisation, etc.  



     (a)    
          None. 



     (b)    
          The following is a list of the subsidiaries of the Company: 








		
	Name of company 	Capital stocks or equity 

interest owned or controlled

by the Company 
	Capital stocks or equity

interest owned or controlled

by other shareholder(s) 

	 	 			 
		1.
	Billion Top Development Limited
	1 ordinary share of US$1.00

par value
	None.

		 		 	
		2.	Sun  Motor Industrial Company

Limited
	1,000 ordinary shares of

HK$1.00 each
	Shi Kai Biu: 250,000

non-voting deferred shares of

HK$1.00 each.

Kwong Pik So: 250,000

non-voting deferred shares of

HK$1.00 each.

	 		 		 
		3.
	Sun Motor Manufactory Limited
	9,000 ordinary shares of 

HK$100.00 each
	Lau Lee Tsun: 1,000 ordinary

shares of HK$100.00 each.

Shi Kai Biu: 5,000 non-voting

deferred shares of HK$100.00

each.
Kwong Pik So: 4,000 non-voting

deferred shares of HK$100.00

each.

	 	 			 
		4.
	Sun  Motor Precision Products

Limited
	100 ordinary shares of

HK$10.00 each
	Shi Kai Biu: 501 non-voting

deferred shares of HK$10.00

each.  Join Town Company Asia

Limited: 501 non-voting

deferred shares of HK$10.00

each.






-1-














					
		5.	Sun Motor OEM Company Limited
	1,000 ordinary shares of

HK$1.00 each
	Shi Kai Biu: 250,000

non-voting deferred shares of

HK$1.00 each.

Kwong Pik So: 250,000

non-voting deferred shares of

HK$1.00 each. 

	 				 
		6.	Sun Motor Holdings Limited
	10,000 ordinary shares of

HK$1.00 each
Sun  Micro Motor Technology

Limited
	None.
	 				 
		7.	Sun  Micro Motor Technology

Limited
	10,000   ordinary   shares  of

HK$1.00 each
	None.
	 	 			 
		8.	Sun  Motor  Auto  Parts  Company

Limited
	10,000   ordinary   shares  of

HK$1.00 each
	None
	 			 	
		9.	Fuvanka Industries Limited
	9,999 ordinary shares of

HK$1.00 each.
	Kwong Pik So: 1 ordinary share

of Hk$1.00 each. 

	 			 	
		10.	Classic    Choice    Investments

Limited
	1  ordinary  share of  US$1.00

par value
	None.
	 			 	
		11.	Dragon    Hero     International

Limited
	1  ordinary  share of  US$1.00

par value
	None.
	 				 
		12.	Hysan  International  Investment

Limited
	1  ordinary  share of  US$1.00

par value
	None.
	 				 
		13.	Zhaoqing    Jiajing Precision

Products Company Limited
	100% of equity interest
	None.













2.3     Capitalization.  




				
		1.	Authorized share capital:
	US$50,000  divided  into 50,000  Ordinary  Shares of US$1.00 each par value

	 			 
		2.	Total number of Ordinary  Shares

issued:
Total number of Ordinary  Shares

outstanding:
	100
	 			 
		3.	Total number of Ordinary  Shares

outstanding:
	100
	 			 
		4.	Options,  warrants,   conversion

rights:
	None











2.4     Authorization, etc.  



-2- 











	 	
All
authorisations in relation to the execution, delivery and performance of the Agreement by
the Company will be obtained at or prior to Closing. 






2.5     Non-Contravention.  



          None



2.6     Consent and Approvals.  



          None



2.7     Financial Statements.  



          None



2.8     Absence of
Undisclosed Liabilities.  



          None



2.9     Absence of Certain
Changes.  



          None



2.10     Inventory  



            None



2.11     Taxes  



            None



2.12      Assets.  



		The
following
is a list of assets and properties of Company or its subsidiaries that are subject to
Liens.  






	1.  	       
                                               Flat
B, G/F., with lorry car park No.4 on 2/F., Price Industrial Building,
                    No.706 Prince Edward Road East and No.106 King Fuk Street Kowloon,
Hong Kong                     SAR.  






	2.  	       
                                               Flat
A, 5/F (including flat roofs), Price Industrial Building, No.706 Prince
                    Edward Road East and No.106 King Fuk Street Kowloon, Hong Kong SAR.  






	3.  	       
                                               Flat
B, 9/F, Price Industrial Building, No.706 Prince Edward Road East and
                    No.106 King Fuk Street Kowloon, Hong Kong SAR.  






2.13     Receivables and
Payables.  



-3- 











           None



2.14     Intellectual
Property Rights.  



	 	
The
Company and/or its subsidiaries has obtained registration of the following trademark:  













						
		Place of Registration 
	Registration Number 
	Registration Date 
	Owner 
	Mark Type 

		 
	 
	 
	 
	 

		Hong Kong
	199506160
	February 7, 1994
	Sun Motor          

Manufactory Limited
	Ordinary









2.15     Litigation.  



	  	The
Company
or its subsidiaries is currently involved in the following proceedings in the Hong Kong
Small Claims Tribunal:  






	1.  	       Claim
No.SCTC038446/04 against Techsmart Industrial Ltd.  







	2.  	       
Claim
                    No.SCTC088905/03 against Welback Enterprise Limited.  






	3.  	       
Claim
No.SCTC035042/04                     against Aibo Toys Manufactory Limited.  






	4.  	       
Claim
No.SCTC017021/04 against Forbest                     International Limited. 






	 5.  	       
Claim
No.SCTC006716/05 against Fantasy World                     Enterprises Limited.

 










2.16     Contracts and
Commitments; No Default.  



	 	
The
following is a list of each material contract and agreement to which the Company or any
of its subsidiaries is a party, which involves an obligation of more than US$1,000,000
over its term, including any agreement among the shareholders of the Company:  






	 	1.  	Banking
facilities letter dated January 4, 2005 and issued by the DBS Bank (Hong           Kong)
Limited to Sun Motor Industrial Company Limited, Sun Motor Manufactory           Limited,
Sun Motor OEM Company Limited and Shi Kai Biu.  






	 	2.  	Banking
facilities letter dated December 20, 2004 and issued by the Hong Kong           Branch of
the Equitable PCI Bank, Inc., to Sun Motor Industrial Company Limited,           Sun
Motor Manufactory Limited and Sun Motor OEM Company Limited.  






	 	3.  	Banking
facilities letter dated January 31, 2005 and issued by the Hong Kong and
          Shanghai Banking Corporation Limited to Sun Motor Industrial Company Limited,
          Sun Motor Manufactory Limited, Sun Motor OEM Company Limited and Sun Motor
          Precision Products Limited.  






	 	4.  	Credit
facilities letter dated October 23, 2004 and issued by the Bank of East           Asia
Limited to Sun Motor Industrial Company Limited, Sun Motor Manufactory           Limited
and Sun Motor OEM Company Limited.  






	 	5.  	Banking
facilities letter dated September 8, 2004 and issued by the Hong Kong           and
Shanghai Banking Corporation Limited to Sun Motor Industrial Company           Limited,
Sun Motor Manufactory Limited and Sun Motor OEM Company Limited.  






-4-  











	 	6.  	Banking
facilities letter dated April 1, 2005 and issued by the DBS Bank (Hong           Kong)
Limited to Sun Motor Industrial Company Limited, Sun Motor OEM Company           Limited
and Shi Kai Biu.  






	 	7.  	Guarantee
letter issued by the Company to the Bank of East Asia in favour of Sun           Motor
Industrial Company Limited, Sun Motor Manufactory Limited and Sun Motor           OEM
Company Limited.  






	 	8.  	Guarantee
and Indemnity Letter dated May 30. 2002 and issued by the Company to           the DBS
Kwong On Bank Limited in favour of Sun Motor Industrial Company Limited,           Sun
Motor Manufactory Limited and Sun Motor OEM Company Limited.  






	 	9.  	Guarantee
and Indemnity Letter dated May 30. 2002 and issued by Sun Motor           Industrial
Company Limited to the DBS Kwong On Bank Limited in favour of Sun           Motor
Manufactory Limited and Sun Motor OEM Company Limited.  






	 	10.  	Guarantee
and Indemnity Letter dated May 30. 2002 and issued by Sun Motor OEM           Company
Limited to the DBS Kwong On Bank Limited in favour of Sun Motor           Manufactory
Limited and Sun Motor Industrial Company Limited.  






	 	11.  	Guarantee
and Indemnity Letter dated May 30. 2002 and issued by Sun Motor           Manufactory
Limited to the DBS Kwong On Bank Limited in favour of Sun Motor           Industrial
Company Limited and Sun Motor OEM Company Limited.  






	 	12.  	Equipment
Finance Agreement dated October 15, 2002 and entered into between           Pacific
Finance (Hong Kong) Limited and Sun Motor Industrial Company Limited.  






	 	13.  	Lease
agreement dated August 30, 2001 and entered into between Shenzhen Bao An
          Gongming Economic Development Company and Sun Motor Manufactory Limited for
          certain factory and dormitories.  






	 	14.  	Lease
agreement dated October 28, 2000 and entered into between Fenggang           Jinfenghuan
Industry Development Company and Sun Motor Manufactory Limited for           certain
factory, offices and dormitories in the Jinfenghuan Industrial Park of
          Fenggang.  






	 	15.  	Renewal
Agreement dated March 20, 1996 and entered into between Shenzhen Bao An           Foreign
Trade Company and Sun Motor Manufactory Limited for material processing
          arrangements.  






	 	16.  	Agreement
dated May 11, 2001 and entered into between Guangdong Dongguan Foreign           Trade
Development Company and Sun Motor Manufactory Limited for material           processing
arrangements.  






	 	17.  	Agreement
dated November 8, 2001 and entered into between Xinfeng Foreign           Processing and
Assembling Services Company and Sun Motor Precision Products           Limited for
material processing arrangements.  






	 	18.  	Requirements
to do Business with Whirlpool dated August 11, 2004 and executed by           Sun Motor
Industrial Company Limited.  






	 	19.  	Supplier
Social & Environmental Responsibility Agreement dated April 24,           2003 and
entered into between Hewlett-Packard Company and Sun Motor Industrial           Company
Limited.  






	 	20.  	Confidential
Disclosure Agreement dated December 11, 2004 and entered into           between
Hewlett-Packard Vancouver Personal Printing and Sun Motor Technology           Group.  






	 	21.  	Confidential
Disclosure Agreement dated March 8, 2005 and entered into between
          Hewlett-Packard Singapore Pte Ltd. and Sun Motor Industrial Company Limited.  






	 	22.  	Agreement
on Obligation of Secrecy dated October 8, 2004 and entered into           between
PWB-Ruhlatec Industrieprodukte GmbH and Sun Motor Technology Group.  






-5- 











	 	23.  	Business
Partner Internet Authentication Access Agreement dated June 30, 2004           and
entered into between Hewlett-Packard Company and Sun Motor Industrial           Company
Limited.  






	 	24.  	General
Supply Agreement for the purchasing of production material dated May 16,           2002
and entered into between Hella KG Hueck & Co., and Sun Motor Industrial
          Company Limited.  






	 	25.  	Delivery
Regulations for Order Processing dated May 16, 2002 and entered into           between
Hella KG Hueck & Co., and Sun Motor Industrial Company Limited.  






	 	26.  	Ship-to-Stock-Contract
dated May 16, 2002 and entered into between Hella KG           Hueck & Co., and Sun
Motor Industrial Company Limited.  






	 	27.  	Lease
Contract dated November 30, 1994 and entered into between Dinghu District           Long
Er Industry Company Limited and Classic Choice Investments Limited.  






	 	28.  	Supplemental
Agreement dated May 5, 1997 and entered into between Dinghu           District Long Er
Industry Company Limited and Classic Choice Investments           Limited.  






	 	29.  	Contract
dated October 26, 2004 and entered into between Dongguan Yiyuan Foreign           Trade
Company Limited and Sun Motor Manufactory Limited for certain material
          processing arrangements.  






	 	30.  	Agreement
for Sale and Lease Back entered into between Sun Motor Industrial           Company
Limited and the Bank of East Asia for certain used production machines.  






2.17     Compliance with
Law; Permits and Other Operating Rights. 



       
    None



2.18     Books and Records.  





      
     None



2.19     Business Generally;
Accuracy of Information.  




            None



2.20     Related Party
Transactions.  



	 	
In accordance with Company’s unaudited consolidated balance sheet as of December 31,
2004, the outstanding amount due from a director, Shi Kai Biu, is stated as US$447,136. 






2.21     Environmental
Matters.  




            None



2.22     Benefit Plans  



	 	
The
Company and its subsidiaries are in compliance with all applicable legal requirements or
local practice applicable to employee benefit plans and have performed all of its
obligations under such benefit plans (including legal requirements or local practice and
obligations under the benefit plans relating to payment of overtime and other
compensation to employees and social welfare contributions).  






-6- 











	 	
In
addition to remuneration, certain benefits prescribed by statutory requirements may be
available to the PRC staff of the Company Entities.  






	 	
In
addition to remuneration, benefits related to the Mandatory Provident Fund and certain
other benefits may be available to the non-PRC staff of the Company Entities, as
prescribed by Hong Kong statutory requirements.  






2.23     Employee Matters  




            None



2.24     No Brokers or Finders  



	 	
In
accordance with the terms and conditions of a retainer letter dated April 29, 2004 and
entered into between the Company and the Orient Financial Services Limited
(“Orient”), Orient has agreed to provide certain financial services for the
Company and in exchange Company has agreed to pay Orient the following compensations: 






	1.  	       
A
US$25,000 non-refundable retainer fee;  





	2.  	       
Approximately
6% of the fully diluted share capital of WYOI at Closing; and  





	3.  	       
2%
in cash of any amount raised through certain financing to be arranged by           Orient
after Closing.  


























-7- 




















EXHIBIT 4.1 



WYOI DISCLOSURE
SCHEDULE 



        This
Disclosure Schedule is being furnished by WYOI in connection with the execution and
delivery of that certain Securities Purchase Agreement and Plan of Reorganization dated as
of May 2, 2005 (the “Agreement”) by and among Wyoming Oil & Minerals,
Inc., a Wyoming corporation (“WYOI”), Bestip Development International
Limited, an International Business Company organized under the laws of the British Virgin
Islands (the “Company”), and the shareholders of the Company named
therein (the “Company Shareholders”). Unless the context otherwise
requires, all capitalized terms used in this Disclosure Schedule shall have the respective
meanings assigned to them in the Agreement. The section numbers in this Disclosure
Schedule correspond to the section numbers in the Agreement; provided, however,
that any information disclosed herein under any section number shall be deemed to be
disclosed and incorporated in any other section of the Agreement where such disclosure
would be deemed reasonably appropriate. 






			
	Schedule No.

	Headings

	Disclosure Statements


	4.2   

      

      

      

      





4.10  

      

      

      

      

      





4.15  

      

      

      
	Corporate Organization, 

Standing and Power      

                        

                        

                        





No Assets               

                        

                        

                        

                        

                        





Intercompany and        

Affiliate Transactions; 

Insider Interests       

                        
	WYOI has recently distributed 100% of the shares of its wholly-owned

subsidiary, BSAS, Inc., to certain key employees in consideration of

their assumption of certain debts of BSAS, Inc.  The documentation of

this transaction is currently being finalized, and will be completed

prior to Closing.





See Schedule 4.2 above.  In addition, WYOI will have a Fund Savings

Account with an approximate balance of $505 as of the Closing.  This

account represents a sum of money that has been set aside to pay minor

fractional shareholders from a previous reverse stock split, which

shareholders were never found by the WYOI.  This account and all

records related thereto shall be turned over to Company at the Closing.





See Schedule 4.2 above.  In preparation for Closing, certain assets

and Liabilities of WYOI shall be distributed to certain key employees

in accordance with the provisions of Section 5.12 of this Agreement,

and in accordance with the WYOI obligations found in Section 7.8 of

this Agreement.














4.1-1