---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2009

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

Commission file number: 000-53490

SGB INTERNATIONAL HOLDINGS
INC.(Exact name of registrant as specified in its
charter)

|British Columbia                                                     | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

909  6081 No. 3 Road, Richmond, BC Canada V6Y
2B2(Address of principal executive offices) (zip code)

Registrants telephone number, including area code (604)
  484-3127

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | N/A                                      

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

Common Stock, no par value(Title of
class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[   ]    No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
[   ]    No [X]

Note Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]  
 No [   ]

---

ii

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files). Yes [    ]   No [    ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statementsincorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [   ]

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

Large accelerated filer [   ]
    
    Accelerated
      filer                 
      [   ]Non-accelerated filer   [   ]
    (Do not check if a smaller reporting company)
    Smaller reporting company
[X]


Indicate by checkmark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).Yes [X]    No
[   ]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most
recently completed second fiscal quarter.

8,314,167 common shares at a price of $0.10 per share for an
aggregate market value of $831,416 1

1 The aggregate market value of the voting stock held
by non-affiliates is computed by reference to the price of the last business
day of our most recently completed second fiscal quarter.

Note.If a determination as to whether a particular person or
entity is an affiliate cannot be made without involving unreasonable effort
and expense, the aggregate market value of the common stock held by
non-affiliates may be calculated on the basis of assumptions reasonable
under the circumstances, provided that the assumptions are set forth in this
Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [   ]    No
[   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
22,820,445 common shares issued and outstanding as of July 13, 2009

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iii

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or information statement; and (3) Any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).

TABLE OF CONTENTS

|PART
      I                                                                                                         | 4 
|-------------------------------------------------------------------------------------------------------------------- | --
|Item
      1: Description of Business                                                                                | 4 
|Item
      1A Risk Factors                                                                                           | 5 
|Item
      1B. Unresolved Staff Comments                                                                             | 9 
|Item
      2 Properties                                                                                              | 9 
|Item
      3: Legal Proceedings                                                                                      | 9 
|Item
      4: Submission of Matters to a Vote of Security Holders                                                    | 9 
|PART
      II                                                                                                        | 11
|Item
      5: Market for Common Equity and Related Stockholder Matters                                               | 11
|Item
      6. Selected Financial Data                                                                                | 12
|Item
      7. Management's Discussion and Analysis of Financial Condition and Results
      of Operations.           | 12
|Item
      7A. Quantitative and Qualitative Disclosures About Market Risk.                                           | 15
|Item
      8 Financial Statements and Supplementary Data                                                             | 16
|Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure             | 29
|Item
      9A(T) Controls and Procedures                                                                             | 29
|Item
      9B: Other Information                                                                                     | 30
|PART
      III                                                                                                       | 31
|Item
      10. Directors, Executive Officers and Corporate Governance                                                | 31
|Item
      11. Executive Compensation                                                                                | 34
|Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters. | 36
|Item
      13. Certain Relationships and Related Transactions, and Director
      Independence                       | 38
|Item
      14. Principal Accounting Fees and Services                                                                | 39
|Item
      15. Exhibits, Financial Statement Schedules                                                               | 40
|SIGNATURES                                                                                                           | 41

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4

PART I

Item 1: Description of Business

Forward Looking Statements

This report contains forward-looking statements which relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expects, plans, intends anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in
section 1A entitled Risk Factors on page 5, that may cause our or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to "common shares"
refer to the common shares in our capital stock.

As used in this report, the terms we, us, our company,
and SGB mean SGB International Holdings Inc. and the term Orca means Orca
International Language Schools Inc., unless otherwise indicated.

Corporate Overview and Background

We were incorporated in the province of British Columbia,
Canada under the name Slocan Valley Minerals Ltd. on November 6, 1997 with an
authorized share capital of 10,000,000 common shares without par value.
Following our incorporation we were not actively engaged in any business
activities. On June 1, 2004 we increased our authorized share capital from
10,000,000 common shares without par value to an unlimited number of common
shares without par value. On June 11, 2004 we changed our name to Orca
International Language Schools Inc.

Effective March 3, 2009, we filed a Notice of Alteration with
the Registrar of Companies in British Columbia and made several changes to our
Notice of Articles as follows:

|1. | we changed our name from Orca International Language
      Schools Inc. to SGB International Holdings Inc.
and
|-- | ------------------------------------------------------------------------------------------------------------------

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5

|2. | we created a new class of preferred stock. As a result,
      our authorized capital consists of an unlimited amount of common stock
      without par value and an unlimited amount of preferred stock without par
      value. We have not issued any preferred stock.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the Special Resolutions approved by the
shareholders at our Annual and Special General Meeting held on January 14, 2009,
we effected, on March 4, 2009, a 4.5 for one forward stock split of our issued
and outstanding common stock. As a result, our issued and outstanding capital
has increased from 5,071,210 shares of common stock with no par value to
22,820,445 shares of common stock shares of common stock with no par value.

Our Business

Our goal originally was to provide management services to
schools in the international education industry based on the principles of:
improving their administrative, operational, marketing, sales and human
resources functions; building links with other schools worldwide to foster
student exchange; and repositioning the schools to concentrate their curriculum
on preparing students for one of the three major English proficiency tests. We
have been searching for a school as the initial client but we have not been
successful in finding any such school. Since we have incurred losses since
November 6, 1997, our board of directors has decided to explore the possibility
of adopting a different business plan to protect our shareholders value.

We are defined as a "shell company" under the Rule 405 of the
Securities Act and Rule 12b-2 of the Exchange Act because we have nominal
operations and nominal assets.

Reports to Security Holders

We are not required to deliver an annual report to our
stockholders but will voluntarily send an annual report, together with our
annual audited financial statements. Any Securities and Exchange Commission
filings that we do file will be available to the public over the internet at the
SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the
SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC
maintains an internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The internet address of the site is http://www.sec.gov.

Item 1A Risk Factors

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this quarterly report in
evaluating our company and its business before purchasing shares of our
companys common stock. Our business, operating results and financial condition
could be seriously harmed due to any of the following risks. You could lose all
or part of your investment due to any of these risks.

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6

Risks Associated with our Company

We have a limited operating history and if we are not
successful in operating our business, then investors may lose all of their
investment in our company.

We have a limited operating history. Our business is subject to
the risks and expenses encountered by start up companies, such as uncertainties
regarding our level of future revenues and our inability to budget expenses and
manage growth accordingly and our inability to access sources of financing when
required and at rates favorable to us. Our limited operating history and the
highly competitive nature of the business in which we plan to operate will make
it difficult or impossible to predict future results of our operations. If we
are not successful in operating our business, then investors may lose all of
their investment in our company.

We have a history of losses and have a deficit, which raises
substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our date of inception
and we will continue to incur operating expenses without revenues until we
acquire school(s) as clients, commence our business and finally, achieve a
profitable level of operations. Our net loss since inception to March 31, 2009
was $253,216. We had cash in the amount of $56,730 as of March 31, 2009. We
currently do not have any operations and we have no income. We estimate our
average monthly operating expenses to be approximately $5,000 each month. We
cannot provide assurances that we will be able to successfully develop our
business. These circumstances raise substantial doubt about our ability to
continue as a going concern as described in an explanatory paragraph to our
independent auditors report on our audited financial statements, dated June 17,
2009. If we are unable to continue as a going concern, investors will likely
lose all of their investments in our company.

Our future is dependent upon our ability to obtain financing
and if we do not obtain such financing, we may have to cease our exploration
activities and investors could lose their entire investment.

There is no assurance that we will operate profitably or will
generate positive cash flow in the future. We will require additional financing
in order to proceed beyond the first few months of our plan of operations. We
will require additional financing to sustain our business operations if we are
not successful in earning revenues. We currently do not have any arrangements
for further financing and we may not be able to obtain financing when required.
Our future is dependent upon our ability to obtain financing. If we do not
obtain such financing, our business could fail and investors could lose their
entire investment.

Because we may never earn revenues from our operations, our
business may fail.

We anticipate that we will incur increased operating expenses
without realizing any revenues. We therefore expect to incur significant losses
into the foreseeable future. We recognize that if we are unable to generate
significant revenues from our business, we will not be able to earn profits or
continue operations. There is no history upon which to base any assumption as to
the likelihood that we will prove successful, and we can provide no assurance
that we will generate any revenues or ever achieve profitability. If we are
unsuccessful in addressing these risks, our business will fail and investors may
lose all of their investment in our company.

---

7

Because our directors, executive officers, and principal
shareholders control a large percentage of our common stock, such insiders have
the ability to influence matters affecting our shareholders.

Our directors and executive officers, in the aggregate,
beneficially own over 63.56% of the issued and outstanding shares of our common
stock with a principal shareholder beneficially owns 63.56% of the issued and
outstanding shares of our common stock. As a result, they have the ability to
influence matters affecting our shareholders, including the election of our
directors, the acquisition or disposition of our assets, and the future issuance
of our shares. Because our directors, executive officers and principal
shareholders control such shares, investors may find it difficult to replace our
management if they disagree with the way our business is being operated. Because
the influence by these insiders could result in management making decisions that
are in the best interest of those insiders and not in the best interest of the
investors, you may lose some or all of the value of your investment in our
common stock.

Our directors and executive officers are engaged in other
business activities and accordingly may not devote sufficient time to our
business affairs, which may affect our ability to conduct operations and
generate revenues.

Our directors and executive officers are involved in other
business activities. Xin Li, our President, Secretary and Director spends
approximately 20 hours, or 50%, of his business time on the management of our
company and our other director, Stuart Wooldridge, spends approximately ten
hours, or 20%, of his business time on the management of our company. As a
result of their other business endeavors, they may not be able to devote
sufficient time to our business affairs, which may negatively affect our ability
to conduct our ongoing operations and our ability to generate revenues. In
addition, the management of our company may be periodically interrupted or
delayed as a result of their other business interests.

All of our assets and all of our directors and executive
officers are outside the United States, with the result that it may be difficult
for investors to enforce within the United States any judgments obtained against
us or any of our directors or officers.

All of our assets are located outside the United States and we
do not currently maintain a permanent place of business within the United
States. In addition, all of our directors and executive officers are nationals
and/or residents of countries other than the United States, and all or a
substantial portion of such persons assets are located outside the United
States. As a result, it may be difficult for investors to enforce within the
United States any judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. Consequently, you may
be effectively prevented from pursuing remedies under U.S. federal securities
laws against them.

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8

Risks Associated with Our Common Stock

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Although our common stock is currently listed for quotation on
the OTC Bulletin Board, none of our shares have yet been purchased or sold on
that market. Even when a market is established and trading begins, trading
through the OTC Bulletin Board is frequently thin and highly volatile. There is
no assurance that a sufficient market will develop in our stock, in which case
it could be difficult for shareholders to sell their stock. The market price of
our common stock could fluctuate substantially due to a variety of factors,
including market perception of our ability to achieve our planned growth,
quarterly operating results of our competitors, trading volume in our common
stock, changes in general conditions in the economy and the financial markets or
other developments affecting our competitors or us. In addition, the stock
market is subject to extreme price and volume fluctuations. This volatility has
had a significant effect on the market price of securities issued by many
companies for reasons unrelated to their operating performance and could have
the same effect on our common stock.

We do not intend to pay dividends on any investment in the
shares of stock of our company.

We have never paid any cash dividends and currently do not
intend to ever pay any cash dividends. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stocks price. This may never happen and investors may lose all
of their investment in our company.

Our common stock is a penny stock. Trading of our stock may
be restricted by the SECs penny stock regulations, which may limit a
shareholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our

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9

securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

In addition to the penny stock rules described above, the
Financial Industry Regulatory Authority (FINRA) has adopted rules that require
that in recommending an investment to a customer, a broker or dealer must have
reasonable grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to their
non-institutional customers, brokers or dealers must make reasonable efforts to
obtain information about the customers financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for brokers or dealers to recommend that their customers buy our
common stock, which may prevent you from reselling your shares and may cause the
price of the shares to decline.

Item 1B. Unresolved Staff Comments

Not Applicable.

Item 2 Properties

Our principal executive office is located at 909  6081 No. 3
Road, Richmond, BC Canada V6Y 2B2. We pay monthly rent fee of CDN$750 to an
unrelated company. We believe our current premises are adequate for our current
operations and we do not anticipate that we will require any additional premises
in the foreseeable future. When and if we require additional space, we intend to
move at that time.

Our address for service is c/oClark
Wilson LLP, 800-885 West Georgia Street, Vancouver BC Canada, V6C 3H1.

Item 3: Legal Proceedings

None.

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

On January 14, 2009, we held our annual and special general
meeting of stockholders as scheduled. At this meeting, our stockholders were
requested to approve the following items of business:

Appointment and Remuneration of Auditor

The stockholders approved a resolution appointing Manning
Elliott LLP, Chartered Accountants as our independent auditors for the fiscal
year ending September 30, 2009 and fixed their remuneration, with the following
votes:

For
    Against
    Abstain
    Broker Non-Votes4,476,250
    0
    0
    0


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10

Fixing Number of Directors

The stockholders approved a resolution to set the number of
directors at three.

For
    Against
    Abstain
    Broker Non-Votes4,476,250
    0
    0
    0


Election of Directors

The stockholders approved a resolution and elected Xin Li,
Stuart Wooldridge and Jun Huang to serve as directors of our company with the
following votes:

For
    WithheldXin Li
    4,476,250
    0Stuart Wooldridge
    4,476,250
    0Jun Huang
    4,476,250
    0


Change of Name

The stockholders approved a special resolution to change our
companys name change from Orca International Language Schools Inc. to SGB
International Holdings Inc. with the following votes:

For
    Against
    Abstain
    Broker Non-Votes4,476,250
    0
    0
    0


Subdivision of Common Shares

The stockholders approved a special resolution to subdivide
each one issued and outstanding common share of our company into 4.5 common
shares of our company with the following votes:

For
    Against
    Abstain
    Broker Non-Votes4,476,250
    0
    0
    0


Creation of Preferred Shares

The stockholders approved a special resolution to change the
alteration of our companys capital to create a new class of preferred shares
with the following votes:

For
    Against
    Abstain
    Broker Non-Votes4,476,250
    0
    0
    0


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11

PART II

Item 5: Market for Common Equity and Related Stockholder
Matters

Market Information

Our common shares are quoted on the OTC Bulletin Board of the
Financial Industry Regulatory Authority, Inc. Our symbol is SGBHF and our
CUSIP number is 78417V 104. There were no trades of our shares of common stock
made through the facilities of the OTC Bulletin Board for each quarterly period
within the two most recent fiscal years.

Transfer Agent

The transfer agent and registrar for our common stock is
Pacific Stock Transfer Company 500 E. Warm Springs Road, Suite 240, Las Vegas NV
89119 (702) 361-3033.

Holders

Our shares of common stock are issued in registered form. As of
June 25, 2009 there are 42 registered holders of record of our common stock
holding 22,820,445 shares.

Dividends

We have not declared any dividends on our common stock since
the inception of our company. There is no restriction in our articles of
incorporation and bylaws that will limit our ability to pay dividends on our
common stock. However, we do not anticipate declaring and paying dividends to
our shareholders in the near future.

Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities

On November 12, 2008, we issued 1,500,000 common shares at a
price of CDN$0.10 per share for gross proceeds of CDN$150,000 to one non-U.S.
person (as that term is defined in Regulation S promulgated under the Securities
Act of 1933) in an offshore transaction. In issuing these common shares, we
relied on Regulation S and/or Section 4(2) of the Securities Act of 1933, as
amended.

Purchases of Equity Securities by the Issuer and
Affiliated Purchasers

ISSUER
        PURCHASES OF EQUITY SECURITIESPeriod
      (a) Total Number of
        Shares (or Units) Purchased
      (b) Average Price
        Paid per Share (or Unit)
      (c) Total Number of Shares (or
        Units) Purchased as Part of Publicly Announced
        Plans or Programs
      (d) Maximum Number (or Approximate
        Dollar Value) of Shares (or Units) that May Yet
        Be Purchased Under the Plans or ProgramsMarch 2009
      Nil
      N/A
      N/A
      N/AFebruary 2009
      Nil
      N/A
      N/A
      N/AJanuary 2009
      Nil
      N/A
      N/A
      N/ADecember 2008
      Nil
      N/A
      N/A
      N/ANovember 2008
      1,500,000
      Nil(1)
      N/A
      N/AOctober 2008
      Nil
      N/A
      N/A
      N/ASeptember 2008
      Nil
      N/A
      N/A
      N/A


---

12

ISSUER
        PURCHASES OF EQUITY SECURITIESPeriod
      (a) Total Number of
        Shares (or Units) Purchased
      (b) Average Price
        Paid per Share (or Unit)
      (c) Total Number of Shares (or
        Units) Purchased as Part of Publicly Announced
        Plans or Programs
      (d) Maximum Number (or Approximate
        Dollar Value) of Shares (or Units) that May Yet
        Be Purchased Under the Plans or ProgramsAugust 2008
      Nil
      N/A
      N/A
      N/AJuly 2008
      Nil
      N/A
      N/A
      N/AJune 2008
      Nil
      N/A
      N/A
      N/AMay 2008
      Nil
      N/A
      N/A
      N/AApril 2008
      Nil
      N/A
      N/A
      N/A


1 On November 12, 2008, Stuart Wooldridge, a
director of our company, voluntarily returned 1,500,000 common shares to our
company for cancellation.

Item 6. Selected Financial Data

Not Applicable

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

Overview

The following discussion should be read in conjunction with
audited financial statements of our company and the related notes that appear
elsewhere in this annual report.

The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to;
those discussed below and elsewhere in this annual report, particularly in the
section entitled Risk Factors beginning on page 5.

Liquidity & Capital Resources

Our financial condition for the12 months ended March 31, 2009
and 2008 and the changes between those periods for the respective items are
summarized as follows:

Working Capital

March 312009
      
      
      2008Current Assets
      $
      59,144
      
      $
      4,449Current Liabilities
      
      33,186
      
      
      59,981Working Capital
      $
      25,958.00
      
      $
      (55,532.00
      )


Management believes that our companys cash will not be
sufficient to meet our working capital requirements for the next 12-month
period. Should this prove to be the case, our company plans to raise the capital
required to satisfy our immediate short-term needs and additional capital
required to meet our estimated funding requirements for the next twelve months
primarily through the private placement of our equity securities. There is no
assurance that our company will be able to obtain further funds required for our
continued working capital requirements.

---

13

Our financial statements have been prepared on a going concern
basis, which implies we will continue to realize our assets and discharge our
liabilities in the normal course of business. We have not generated revenues
since inception and have never paid any dividends and are unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of our company as a going concern is dependent upon the continued
financial support from our shareholders, our ability to obtain equity financing
to continue operations, and the attainment of profitable operations. As at March
31, 2009, we have working capital of $25,958 and accumulated losses of $253,216
since inception. These factors raise substantial doubt regarding our ability to
continue as a going concern.

Cash Flows

|                                                     |  | Year Ended March 31 |  
|---------------------------------------------------- |  | ------------------- | -
|                                                     |  | 2009                |  
|                                                     |  | $                   |  
|Net cash (used for) provided by operating activities |  | (63,794             | )
|Net cash (used for) investing activities             |  | -                   |  
|Net cash provided by financing activities            |  | 113,820             |  
|Net increase (decrease)
      in cash                |  | 53,138              |  

Results of Operations

Revenues

We have not earned any revenues since our inception. We are
still in the development stage and do not anticipate earning any revenues until
such time as we can establish an alliance with targeted companies to market or
distribute the results of our research projects.

The following summary of our results of operations should be
read in conjunction with our audited financial statements.

Expenses

Our expenses for the 12 months ended March 31, 2008 and 2009
were as follows:

For the year ended March 312009
      
      
      2008$
      
      
      $Revenues
      
      -
      
      
      -Expenses:Amortization
      
      645
      
      
      704Automobile
      
      660
      
      
      -General and administrative
      
      4,945
      
      
      6,888Interest
      
      1,060
      
      
      1,110Management fees (Note 5(a))
      
      23,949
      
      
      5,809Professional fees
      
      65,366
      
      
      50,164Rent (Note 5(b))
      
      5,322
      
      
      2,904Travel
      
      461
      
      
      -Total Expenses
      
      102,408
      
      
      67,579


---

14

Plan of Operations and Cash Requirements

We anticipate our operating expenses will increase as we
undertake our plan of operations. The increase will be attributable to the
retention of consultant experts, traveling expenses, and development expenses as
we explore opportunities to adopt a business plan other than the current
business of providing management services to schools in the international
education industry. We anticipate our ongoing operating expenses will also
increase as a result of our ongoing reporting requirements under the Exchange
Act.

We estimate our general administrative expenses and working
capital requirements for the next 12-month period to be as follows:

Automobile
    $
    6,000Office Expenses
    
    6,000Telephone and Communications
    
    2,000Travel
    
    10,000Accounting
    
    20,000Legal
    
    20,000Total
    $
    64,000


Off-Balance Sheet Arrangements

As of March 31, 2009, we had no off-balance sheet arrangements,
including any outstanding derivative financial statements, off-balance sheet
guarantees, interest rate swap transactions or foreign currency contracts. We do
not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with U.S.
generally accepted accounting principles requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of net revenue and
expenses in the reporting period. We regularly evaluate our estimates and
assumptions related to impairment of long-lived assets, donated expenses and
deferred income tax asset valuation allowances. We base our estimates and
assumptions on current facts, historical experience and various other factors
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities and the recording of revenue, costs and expenses that are not
readily apparent from other sources. The actual results experienced by us may
differ materially and adversely from our estimates. To the extent there are
material differences between our estimates and the actual results, our future
results of operations will be affected.

We believe the following are either (i) critical accounting
policies that require us to make significant estimates or assumptions in the
preparation of our consolidated financial statements or (ii) other key
accounting policies that generally do not require us to make estimates or
assumptions but may require us to make difficult or subjective judgments:

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, the Company tests long-lived assets or asset
groups for recoverability when events or changes in circumstances indicate that
their carrying amount may not be recoverable. Circumstances which could

---

15

trigger a review include, but are not limited to: significant
decreases in the market price of the asset; significant adverse changes in the
business climate or legal factors; accumulation of costs significantly in excess
of the amount originally expected for the acquisition or construction of the
asset; current period cash flow or operating losses combined with a history of
losses or a forecast of continuing losses associated with the use of the asset;
and current expectation that the asset will more likely than not be sold or
disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the
asset and its fair value which is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset, as well as specific appraisal in certain instances. An
impairment loss is recognized when the carrying amount is not recoverable and
exceeds fair value.

Income Taxes

Potential benefits of income tax losses are not recognized in
the accounts until realization is more likely than not. The Company has adopted
SFAS No. 109 Accounting for Income Taxes as of its inception. Pursuant to SFAS
No. 109 the Company is required to compute tax asset benefits for net operating
losses carried forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating losses carried
forward in future years.

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable.

---

16

Item 8 Financial Statements and Supplementary Data

Our consolidated financial statements are stated in United
States dollars and are prepared in accordance with United States Generally
Accepted Accounting Principles.

SGB International Holdings Inc. (Formerly Orca International
Language Schools Inc.)

|Report
      of Independent Registered Public Accounting Firm | F-1
|------------------------------------------------------------- | ---
|Balance
      Sheets                                          | F-2
|Statements
      of Operations                                | F-3
|Statements
      of Cash Flows                                | F-4
|Statement
      of Stockholders Equity (Deficit)             | F-5
|Notes
      to the Financial Statements                       | F-7

---



Report of Independent Registered Public Accounting Firm

To the Director and Stockholders SGB International Holdings
Inc.(formerly Orca International Language Schools Inc.) (A Development
Stage Company)

We have audited the accompanying balance sheets of SGB
International Holdings Inc. (formerly Orca International Language Schools Inc.)
(A Development Stage Company) as of March 31, 2009 and 2008, and the related
statements of operations, cash flows and stockholders' equity (deficit) for the
years then ended and accumulated for the period from November 6, 1997 (Date of
Inception) to March 31, 2009. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. An audit includes consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of internal control over financial reporting. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of SGB
International Holdings Inc. (formerly Orca International Language Schools Inc.)
(A Development Stage Company) as of March 31, 2009 and 2008, and the results of
its operations, cash flows and stockholders equity (deficit) for the years then
ended and accumulated for the period from November 6, 1997 (Date of Inception)
to March 31, 2009 in conformity with accounting principles generally accepted in
the United States.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has incurred operating losses since
inception. This factor raises substantial doubt about the Companys ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Manning Elliott LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

June 17, 2009

F-1

---

SGB INTERNATIONAL HOLDINGS INC. (formerly Orca
International Language Schools Inc.) (A Development Stage Company)
Balance Sheets (Expressed in US dollars)

|                                                                      |  | March 31, |   |  | March 31, |  
|--------------------------------------------------------------------- |  | --------- | - |  | --------- | -
|                                                                      |  | 2009      |   |  | 2008      |  
|                                                                      |  | $         |   |  | $         |  
|ASSETS                                                                |  |           |   |  |           |  
|                                                                      |  |           |   |  |           |  
|Current Assets                                                        |  |           |   |  |           |  
|Cash                                                                  |  | 56,730    |   |  | 3,592     |  
|Current assets of
      discontinued operations (Note 8)              |  | 731       |   |  | 857       |  
|GST Receivable                                                        |  | 1,683     |   |  | -         |  
|                                                                      |  |           |   |  |           |  
|Total Current Assets                                                  |  | 59,144    |   |  | 4,449     |  
|                                                                      |  |           |   |  |           |  
|Property and
      Equipment (Note 3)                                 |  | 121       |   |  | 857       |  
|                                                                      |  |           |   |  |           |  
|Total Assets                                                          |  | 59,265    |   |  | 5,306     |  
|                                                                      |  |           |   |  |           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                        |  |           |   |  |           |  
|                                                                      |  |           |   |  |           |  
|Current Liabilities                                                   |  |           |   |  |           |  
|Accounts payable                                                      |  | 396       |   |  | 7,964     |  
|Accrued liabilities (Note 4)                                          |  | 8,097     |   |  | 5,620     |  
|Due to related parties
      (Note 5(a))                              |  | 24,693    |   |  | 11,326    |  
|Notes Payable (Notes 5(c) and 6)                                      |  | -         |   |  | 35,071    |  
|                                                                      |  |           |   |  |           |  
|Total Liabilities                                                     |  | 33,186    |   |  | 59,981    |  
|                                                                      |  |           |   |  |           |  
|Commitments and Contingencies (Notes 1 and 10)                        |  |           |   |  |           |  
|                                                                      |  |           |   |  |           |  
|Shareholders' Equity (Deficit)                                        |  |           |   |  |           |  
|                                                                      |  |           |   |  |           |  
|Preferred Stock, Unlimited shares authorized, without par
      value |  |           |   |  |           |  
|no shares issued and outstanding                                      |  |           |   |  |           |  
|                                                                      |  |           |   |  |           |  
|Common Stock, Unlimited shares authorized,
      without par value    |  |           |   |  |           |  
|22,820,445 (2008-28,220,445) shares issued and outstanding,           |  |           |   |  |           |  
|respectively (Note 7)                                                 |  | 198,857   |   |  | 81,072    |  
|                                                                      |  |           |   |  |           |  
|Subscriptions Receivable (Note 7(f))                                  |  | -         |   |  | 4,722     |  
|                                                                      |  |           |   |  |           |  
|Donated Capital (Note 5(b), 6(b) and 7(f))                            |  | 71,435    |   |  | 16,208    |  
|                                                                      |  |           |   |  |           |  
|Accumulated Other Comprehensive Income                                |  | 9,003     |   |  | 441       |  
|                                                                      |  |           |   |  |           |  
|Deficit Accumulated During the Development Stage                      |  | (253,216  | ) |  | (157,118  | )
|                                                                      |  |           |   |  |           |  
|Total Stockholders' Equity (Deficit)                                  |  | 26,079    |   |  | (54,675   | )
|                                                                      |  |           |   |  |           |  
|Total Liabilities and Stockholders' Equity (Deficit)                  |  | 59,265    |   |  | 5,306     |  

(The accompanying notes are an integral part of these financial
statements) F-2

---

SGB INTERNATIONAL HOLDINGS INC. (formerly Orca
International Language Schools Inc.) (A Development Stage Company)
Statements of Operations (Expressed in US dollars)

|                                             |  | Accumulated from       |   |  | For the    |   |  | For the    |  
|-------------------------------------------- |  | ---------------------- | - |  | ---------- | - |  | ---------- | -
|                                             |  | November 6, 1997       |   |  | Year       |   |  | Year       |  
|                                             |  | (Date of Inception) to |   |  | Ended      |   |  | Ended      |  
|                                             |  | March 31,              |   |  | March 31,  |   |  | March 31,  |  
|                                             |  | 2009                   |   |  | 2009       |   |  | 2008       |  
|                                             |  | $                      |   |  | $          |   |  | $          |  
|Revenues                                     |  | -                      |   |  | -          |   |  | -          |  
|                                             |  |                        |   |  |            |   |  |            |  
|Expenses:                                    |  |                        |   |  |            |   |  |            |  
|Amortization                                 |  | 1,854                  |   |  | 645        |   |  | 704        |  
|Automobile                                   |  | 660                    |   |  | 660        |   |  | -          |  
|General and
      administrative             |  | 36,387                 |   |  | 4,945      |   |  | 6,888      |  
|Interest                                     |  | 2,170                  |   |  | 1,060      |   |  | 1,110      |  
|Management fees (Note
      5(a))            |  | 38,670                 |   |  | 23,949     |   |  | 5,809      |  
|Professional fees                            |  | 118,276                |   |  | 65,366     |   |  | 50,164     |  
|Rent (Note 5(b))                             |  | 15,721                 |   |  | 5,322      |   |  | 2,904      |  
|Travel                                       |  | 461                    |   |  | 461        |   |  | -          |  
|                                             |  |                        |   |  |            |   |  |            |  
|Total Expenses                               |  | 214,199                |   |  | 102,408    |   |  | 67,579     |  
|                                             |  |                        |   |  |            |   |  |            |  
|Net Loss from Continuing
      Operations    |  | (214,199               | ) |  | (102,408   | ) |  | (67,579    | )
|                                             |  |                        |   |  |            |   |  |            |  
|Other Income                                 |  |                        |   |  |            |   |  |            |  
|Forgiveness of debt                          |  | 7,095                  |   |  | 7,095      |   |  | -          |  
|Gain on
      disposal of temporary          |  |                        |   |  |            |   |  |            |  
|investments                                  |  | 946                    |   |  | -          |   |  | -          |  
|Net Loss before Discontinued                 |  |                        |   |  |            |   |  |            |  
|Operations                                   |  | (206,158               | ) |  | (95,313    | ) |  | (67,579    | )
|                                             |  |                        |   |  |            |   |  |            |  
|Discontinued Operations (Note 8)             |  | (47,058                | ) |  | (785       | ) |  | (14,826    | )
|                                             |  |                        |   |  |            |   |  |            |  
|Net Loss                                     |  | (253,216               | ) |  | (96,098    | ) |  | (82,405    | )
|                                             |  |                        |   |  |            |   |  |            |  
|Other Comprehensive Income                   |  |                        |   |  |            |   |  |            |  
|Foreign
      currency translation           |  |                        |   |  |            |   |  |            |  
|adjustment                                   |  | 9,003                  |   |  | 8,562      |   |  | 1,307      |  
|                                             |  |                        |   |  |            |   |  |            |  
|Comprehensive Loss                           |  | (244,213               | ) |  | (87,536    | ) |  | (81,098    | )
|Net Loss Per Share  Basic
      and Diluted |  |                        |   |  |            |   |  |            |  
|Continuing operations                        |  |                        |   |  | -          |   |  | -          |  
|Discontinued operations                      |  |                        |   |  | -          |   |  | -          |  
|                                             |  |                        |   |  |            |   |  |            |  
|Net Loss Per Share - Basic and Diluted       |  |                        |   |  | -          |   |  | -          |  
|                                             |  |                        |   |  |            |   |  |            |  
|Weighted Average Shares Outstanding          |  |                        |   |  | 22,939,000 |   |  | 28,220,445 |  

(The accompanying notes are an integral part of these financial
statements) F-3

---

SGB INTERNATIONAL HOLDINGS INC. (formerly Orca
International Language Schools Inc.) (A Development Stage Company)
Statements of Cash Flows (Expressed in US dollars

|                                                     |  | Accumulated from       |   |  | For the   |   |  | For the   |  
|---------------------------------------------------- |  | ---------------------- | - |  | --------- | - |  | --------- | -
|                                                     |  | November 6, 1997       |   |  | Year      |   |  | Year      |  
|                                                     |  | (Date of Inception) to |   |  | Ended     |   |  | Ended     |  
|                                                     |  | March 31,              |   |  | March 31, |   |  | March 31, |  
|                                                     |  | 2009                   |   |  | 2009      |   |  | 2008      |  
|                                                     |  | $                      |   |  | $         |   |  | $         |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Cash flows from operating
      activities           |  |                        |   |  |           |   |  |           |  
|Net Loss                                             |  | (253,216               | ) |  | (96,098   | ) |  | (82,405   | )
|                                                     |  |                        |   |  |           |   |  |           |  
|Adjustments to reconcile net income (loss)           |  |                        |   |  |           |   |  |           |  
|to net cash provided by
      operating activities:  |  |                        |   |  |           |   |  |           |  
|Amortization                                         |  | 1,854                  |   |  | 645       |   |  | 704       |  
|Donated
      expenses                               |  | 24,634                 |   |  | 8,426     |   |  | 8,713     |  
|Forgiveness of debt                                  |  | (7,096                 | ) |  | (7,096    | ) |  | -         |  
|Gain on
      sale of temporary investment           |  | (946                   | ) |  | -         |   |  | -         |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Changes in Operating Assets
      and Liabilities    |  |                        |   |  |           |   |  |           |  
|Prepaid expenses and
      deposits                  |  | (1,329                 | ) |  | -         |   |  | 2,923     |  
|GST
      Receivable                                 |  | (2,498                 | ) |  | (1,717    | ) |  | (781      | )
|A/P and accrued
      liabilities                    |  | 10,409                 |   |  | (2,564    | ) |  | 8,159     |  
|Due to related parties                               |  | 47,257                 |   |  | 34,610    |   |  | 8,847     |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Net cash (used for) provided by operating activities |  | (180,931               | ) |  | (63,794   | ) |  | (53,840   | )
|                                                     |  |                        |   |  |           |   |  |           |  
|Cash flows from investing
      activities:          |  |                        |   |  |           |   |  |           |  
|Purchase of temporary
      investment               |  | (1,785                 | ) |  | -         |   |  | -         |  
|Proceeds
      from sale of temporary investment     |  | 2,795                  |   |  | -         |   |  | -         |  
|Purchase of property and equipment                   |  | (1,957                 | ) |  | -         |   |  | -         |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Net
      cash (used for) investing activities       |  | (947                   | ) |  | -         |   |  | -         |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Cash flows from financing activities:                |  |                        |   |  |           |   |  |           |  
|Proceeds
      (repayment) of notes payable          |  | 31,106                 |   |  | (3,965    | ) |  | 35,071    |  
|Advances from related
      parties                  |  | 81,072                 |   |  | -         |   |  | 1,732     |  
|Common stock issued, net                             |  | 122,507                |   |  | 117,785   |   |  | 4,722     |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Net cash provided by financing activities            |  | 234,685                |   |  | 113,820   |   |  | 41,525    |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Effect of exchange rate changes on cash              |  | 3,923                  |   |  | 3,112     |   |  | 1,682     |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Net increase (decrease) in
      cash                |  | 56,730                 |   |  | 53,138    |   |  | (10,633   | )
|                                                     |  |                        |   |  |           |   |  |           |  
|Cash, beginning of period                            |  | -                      |   |  | 3,592     |   |  | 14,225    |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Cash, end of period                                  |  | 56,730                 |   |  | 56,730    |   |  | 3,592     |  
|                                                     |  |                        |   |  |           |   |  |           |  
|Supplemental Disclosures                             |  |                        |   |  |           |   |  |           |  
|Interest paid                                        |  | 363                    |   |  | 363       |   |  | -         |  
|Income taxes paid                                    |  | -                      |   |  | -         |   |  | -         |  

(The accompanying notes are an integral part of these financial
statements) F-4

---

SGB INTERNATIONAL HOLDINGS INC. (formerly Orca
International Language Schools Inc.) (A Development Stage Company)
Statement of Stockholders' Equity (Deficit) From November 6, 1997 (Date
of Inception) to March 31, 2009 (Expressed in US dollars)

|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  | Deficit     |   |  |         |  
|------------------------------ |  | ------------ |  |  | ------ |  |  | ------------- | - |  | ---------- |  |  | ------- |  |  | ------------- | - |  | ----------- | - |  | ------- | -
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  | Accumulated   |   |  | Accumulated |   |  |         |  
|                               |  | Common Stock |  |  |        |  |  | Common        |   |  |            |  |  | Other   |  |  | During        |   |  |             |  
|                               |  |              |  |  | Par    |  |  | Subscriptions |   |  | Stock      |  |  | Donated |  |  | Comprehensive |   |  | Development |   |  |         |  
|                               |  | Shares       |  |  | Value  |  |  | Receivable    |   |  | Subscribed |  |  | Capital |  |  | Income (Loss) |   |  | Stage       |   |  | Total   |  
|                               |  | #            |  |  | $      |  |  | $             |   |  | $          |  |  | $       |  |  | $             |   |  | $           |   |  | $       |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Balance  November 6,          |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|1997 (Date of Inception)       |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | -       |  
|Issuance of Common             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|shares for cash at $0.22 per   |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|share                          |  | 5            |  |  | 1      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 1       |  
|Balance  March 31, 1998       |  | 5            |  |  | 1      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 1       |  
|Net loss for the period from   |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|April 1, 1998 to March 31,     |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|2003                           |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | -       |  
|Balance  March 31, 2003       |  | 5            |  |  | 1      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 1       |  
|Issuance of Common             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|shares for cash at             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|CDN$0.0000022 per share        |  | 17,999,995   |  |  | 30     |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 30      |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Balance  March 31, 2004       |  | 18,000,000   |  |  | 31     |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 31      |  
|Issuance of Common             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|shares for cash at             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|CDN$0.0044 per share           |  | 7,425,000    |  |  | 27,281 |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 27,281  |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Donated rent                   |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | 2,346   |  |  | -             |   |  | -           |   |  | 2,346   |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Foreign currency translation   |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | (1,093        | ) |  | -           |   |  | (1,093  | )
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Net loss for the year          |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | (21,596     | ) |  | (21,596 | )
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Balance  March 31, 2005       |  | 25,425,000   |  |  | 27,312 |  |  | -             |   |  | -          |  |  | 2,346   |  |  | (1,093        | ) |  | (21,596     | ) |  | 6,969   |  
|Issuance of Common             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|shares for cash at             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|CDN$0.022 per share            |  | 196,695      |  |  | 3,742  |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 3,742   |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Donated rent                   |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | 2,514   |  |  | -             |   |  | -           |   |  | 2,514   |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Foreign currency translation   |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | (124          | ) |  | -           |   |  | (124    | )
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Net loss for the year          |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | (19,580     | ) |  | (19,580 | )
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Balance  March 31, 2006       |  | 25,621,695   |  |  | 31,054 |  |  | -             |   |  | -          |  |  | 4,860   |  |  | (1,217        | ) |  | (41,176     | ) |  | (6,479  | )
|Issuance of Common             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|shares for cash at             |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|CDN$0.022 per share            |  | 2,598,750    |  |  | 50,018 |  |  | (1,732        | ) |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 48,286  |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Donated rent                   |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | 2,635   |  |  | -             |   |  | -           |   |  | 2,635   |  
|Foreign currency translation   |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | 351           |   |  | -           |   |  | 351     |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Net loss for the year          |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | (33,537     | ) |  | (33,537 | )
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Balance  March 31, 2007       |  | 28,220,445   |  |  | 81,072 |  |  | (1,732        | ) |  | -          |  |  | 7,495   |  |  | (866          | ) |  | (74,713     | ) |  | 11,256  |  
|Proceeds from subscription     |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|receivable                     |  | -            |  |  | -      |  |  | 1,732         |   |  | -          |  |  | -       |  |  | -             |   |  | -           |   |  | 1,732   |  
|Common stock subscribed        |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|at CDN$0.022 per share         |  | -            |  |  | -      |  |  | -             |   |  | 4,722      |  |  | -       |  |  | -             |   |  | -           |   |  | 4,722   |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Donated service and rent       |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | 8,713   |  |  | -             |   |  | -           |   |  | 8,713   |  
|Foreign currency translation   |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | 1,307         |   |  | -           |   |  | 1,307   |  
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Net loss for the year          |  | -            |  |  | -      |  |  | -             |   |  | -          |  |  | -       |  |  | -             |   |  | (82,405     | ) |  | (82,405 | )
|                               |  |              |  |  |        |  |  |               |   |  |            |  |  |         |  |  |               |   |  |             |   |  |         |  
|Balance - March 31,
      2008 |  | 28,220,445   |  |  | 81,072 |  |  | -             |   |  | 4,722      |  |  | 16,208  |  |  | 441           |   |  | (157,118    | ) |  | (54,675 | )

(The accompanying notes are an integral part of these financial
statements) F-5

---

SGB INTERNATIONAL HOLDINGS INC. (formerly Orca
International Language Schools Inc.) (A Development Stage Company)
Statement of Stockholders' Equity (Deficit) From November 6, 1997 (Date
of Inception) to March 31, 2009 (Expressed in US dollars)

|                             |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  |               |  |  | Deficit     |   |  |         |  
|---------------------------- |  | ------------ | - |  | ------- | - |  | ------------- |  |  | ---------- | - |  | ------- |  |  | ------------- |  |  | ----------- | - |  | ------- | -
|                             |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  | Accumulated   |  |  | Accumulated |   |  |         |  
|                             |  | Common Stock |   |  |         |   |  | Common        |  |  |            |   |  | Other   |  |  | During        |  |  |             |  
|                             |  |              |   |  | Par     |   |  | Subscriptions |  |  | Stock      |   |  | Donated |  |  | Comprehensive |  |  | Development |   |  |         |  
|                             |  | Shares       |   |  | Value   |   |  | Receivable    |  |  | Subscribed |   |  | Capital |  |  | Income (Loss) |  |  | Stage       |   |  | Total   |  
|                             |  | #            |   |  | $       |   |  | $             |  |  | $          |   |  | $       |  |  | $             |  |  | $           |   |  | $       |  
|Balance - March 31, 2008     |  | 28,220,445   |   |  | 81,072  |   |  | -             |  |  | 4,722      |   |  | 16,208  |  |  | 441           |  |  | (157,118    | ) |  | (54,675 | )
|Shares cancelled without     |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  |               |  |  |             |   |  |         |  
|consideration                |  | (12,150,000  | ) |  | -       |   |  | -             |  |  | -          |   |  | -       |  |  | -             |  |  | -           |   |  | -       |  
|Issuance of Common shares    |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  |               |  |  |             |   |  |         |  
|for cash at CDN$0.022 per    |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  |               |  |  |             |   |  |         |  
|share                        |  | 6,750,000    |   |  | 121,245 |   |  | -             |  |  | -          |   |  | -       |  |  | -             |  |  | -           |   |  | 121,245 |  
|Common stock issuance        |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  |               |  |  |             |   |  |         |  
|costs                        |  | -            |   |  | (3,460  | ) |  | -             |  |  | -          |   |  | -       |  |  | -             |  |  | -           |   |  | (3,460  | )
|Donated rent and services    |  | -            |   |  | -       |   |  | -             |  |  | -          |   |  | 4,388   |  |  | -             |  |  | -           |   |  | 4,388   |  
|Forgiven debt                |  | -            |   |  | -       |   |  | -             |  |  | -          |   |  | 45,962  |  |  | -             |  |  | -           |   |  | 45,962  |  
|Common stock subscribed at   |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  |               |  |  |             |   |  |         |  
|CDN$0.022 per share          |  | -            |   |  | -       |   |  | -             |  |  | (4,722     | ) |  | -       |  |  | -             |  |  | -           |   |  | (4,722  | )
|Donated stock subscriptions  |  | -            |   |  | -       |   |  | -             |  |  | -          |   |  | 4,876   |  |  | -             |  |  | -           |   |  | 4,876   |  
|Foreign currency translation |  | -            |   |  | -       |   |  | -             |  |  | -          |   |  | -       |  |  | 8,562         |  |  | -           |   |  | 8,562   |  
|Net loss for the year        |  | -            |   |  | -       |   |  | -             |  |  | -          |   |  | -       |  |  | -             |  |  | (96,098     | ) |  | (96,098 | )
|Balance - March 31, 2009     |  | 22,820,445   |   |  | 198,857 |   |  | -             |  |  | -          |   |  | 71,435  |  |  | 9,003         |  |  | (253,216    | ) |  | 26,079  |  

(The accompanying notes are an integral part of these financial
statements) F-6

---

SGB International Holdings Inc. (Formerly Orca
International Language Schools Inc.)Notes to the Financial Statements
(Expressed in US dollars) March 31, 2009

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Orca International Language Schools Inc. (the Company)
      was incorporated in British Columbia, Canada on November 6, 1997. It
      changed its name to SGB International Holdings Company on March 3, 2009.
      The Company is a Development Stage Company, as defined by Statement of
      Financial Accounting Standard (SFAS) No. 7 Accounting and Reporting
      by Development Stage Enterprises. On September 30, 2008, the Company
      changed its principal business from the language education business to
      energy investment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its
      assets and discharge its liabilities in the normal course of business. The
      Company has not generated revenues since inception and has never paid any
      dividends and is unlikely to pay dividends or generate earnings in the
      immediate or foreseeable future. The continuation of the Company as a
      going concern is dependent upon the continued financial support from its
      shareholders, the ability of the Company to obtain necessary equity
      financing to continue operations, and the attainment of profitable
      operations. As at March 31, 2009, the Company has working capital of
      $25,958 and accumulated losses of $253,216 since inception. These factors
      raise substantial doubt regarding the Companys ability to continue as a
      going concern. These financial statements do not include any adjustments
      to the recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On July 24, 2008, pursuant to a share acquisition
      agreement, the former President of the Company transferred 11,857,500
      split adjusted common to the significant shareholder, SGB C &C
      Investment Ltd. in consideration for $308,750. The transferred shares
      represent 51.96% of the issued and outstanding common share capital
      resulting in a change of control of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | Summary of Significant Accounting
  Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-7

---

SGB International Holdings Inc. (Formerly Orca
International Language Schools Inc.)Notes to the Financial Statements
(Expressed in US dollars) March 31, 2009

|2. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------
|   |                                                      
|   | e)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | f)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | g)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | h)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   | i)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      

F-8

---

SGB International Holdings Inc. (Formerly Orca
International Language Schools Inc.)Notes to the Financial Statements
(Expressed in US dollars) March 31, 2009

|2. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------
|   |                                                      
|   | i)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   | j)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | k)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | l)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | m)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      

F-9

---

SGB International Holdings Inc. (Formerly Orca
International Language Schools Inc.)Notes to the Financial Statements
(Expressed in US dollars) March 31, 2009

|2. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------
|   |                                                      
|   | m)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      

F-10

---

SGB International Holdings Inc. (Formerly Orca
International Language Schools Inc.)Notes to the Financial Statements
(Expressed in US dollars) March 31, 2009

|2. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------
|   |                                                      
|   | m)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|3. | Property and Equipment                               

| |                    |  |       |  |  |              |  |  | March 31,    |  |  | March 31,    | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |       |  |  |              |  |  | 2009         |  |  | 2008         | 
| |                    |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                    |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                    |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                    |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer equipment |  | 2,126 |  |  | 2,005        |  |  | 121          |  |  | 857          | 

|4. | Accrued Liabilities                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                               
|   | Accrued liabilities as at March 31, 2009, consist of $nil
      (March 31, 2008 - $1,110) of accrued interest and $8,097 (March 31, 2008 -
      $4,510) of professional fees.
|   |                                                                                                                                                                               
|5. | Related Party Transactions                                                                                                                                                    
|   |                                                                                                                                                                               
|   | a)                                                                                                                                                                            
|   |                                                                                                                                                                               
|   | b)                                                                                                                                                                            
|   |                                                                                                                                                                               
|   | c)                                                                                                                                                                            

F-11

---

SGB International Holdings Inc. (Formerly Orca
International Language Schools Inc.)Notes to the Financial Statements
(Expressed in US dollars) March 31, 2009

|6. | Notes Payable                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                         
|   | a)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|   | b)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|   | c)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|   | d)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|7. | Common Stock                                                                                                                                                                            
|   |                                                                                                                                                                                         
|   | a)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|   | b)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|   | c)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|   | d)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|   | e)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|   | f)                                                                                                                                                                                      
|   |                                                                                                                                                                                         
|8. | Discontinued Operations                                                                                                                                                                 
|   |                                                                                                                                                                                         
|   | On September 30, 2008, the Company discontinued all
      operations related to the language education business. The results of
      discontinued operations are summarized as
follows:

| |                |  | Accumulated      |   |  |           |   |  |           |  
| | -------------- |  | ---------------- | - |  | --------- | - |  | --------- | -
| |                |  | from November 6, |   |  |           |   |  |           |  
| |                |  | 1997 (Date of    |   |  | The Year  |   |  | The Year  |  
| |                |  | Inception) to    |   |  | Ended     |   |  | Ended     |  
| |                |  | March 31,        |   |  | March 31, |   |  | March 31, |  
| |                |  | 2009             |   |  | 2009      |   |  | 2008      |  
| |                |  | $                |   |  | $         |   |  | $         |  
| |                |  |                  |   |  |           |   |  |           |  
| | Expenses       |  |                  |   |  |           |   |  |           |  
| | Automobile     |  | 25,414           |   |  | 324       |   |  | 7,024     |  
| | Travel         |  | 21,644           |   |  | 461       |   |  | 7,802     |  
| |                |  |                  |   |  |           |   |  |           |  
| | Total Expenses |  | 47,058           |   |  | 785       |   |  | 14,826    |  
| |                |  |                  |   |  |           |   |  |           |  
| | Net Loss       |  | (47,058          | ) |  | (785      | ) |  | (14,826   | )

F-12

---

SGB International Holdings Inc. (Formerly Orca
International Language Schools Inc.)Notes to the Financial Statements
(Expressed in US dollars) March 31, 2009

|8. | Discontinued Operations(continued)                                                                    
|-- | ------------------------------------------------------------------------------------------------------
|   |                                                                                                       
|   | As at March 31, 2009 and 2008, current assets of the
      language education business are as follows:

| |                                           |  | March 31, |  |  | March 31, | 
| | ----------------------------------------- |  | --------- |  |  | --------- | 
| |                                           |  | 2009      |  |  | 2008      | 
| |                                           |  | $         |  |  | $         | 
| |                                           |  |           |  |  |           | 
| | GST receivable                            |  | 731       |  |  | 857       | 
| |                                           |  |           |  |  |           | 
| | Current assets of discontinued operations |  | 731       |  |  | 857       | 

|9. | Incomes Taxes                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                       
|   | Potential benefits of income tax losses are not
      recognized in the accounts until realization is more likely than not. The
      Company has adopted SFAS No. 109, Accounting for Income Taxes,as
      of its inception. The Company has incurred non-capital losses as scheduled
      below:

Year of Loss
    Amount
    Year of Expiration2005
    $       18,251
    20152006
    18,043
    20262007
    28,375
    20272008
    73,240
    20282009
    87,437
    2029$     225,346


Pursuant to SFAS No. 109, the Company
is required to compute tax asset benefits for non-capital losses carried
forward. Potential benefit of non-capital losses have not been recognized in
these financial statements because the Company cannot be assured it is more
likely than not it will utilize the losses carried forward in future years.

The reconciliation of income tax
attributable to continuing operations to income tax expense computed at the
statutory tax rates of 31% (2007: 34%) is:

2009
    
    
    2008$
    
    
    $Income tax benefit computed at statutory
      rates
    
    29,790
    
    
    28,117Permanent differences
    
    (2,612
    )
    
    (3,098
    )Temporary differences
    
    (73
    )
    
    (29
    )Unrecognized tax
      losses
    
    (27,105
    )
    
    (24,990
    )Provision for
      income taxes
    
    
    
    
    


Significant components of the Companys
deferred tax assets and liabilities, after applying enacted corporate income tax
rates, are as follows:

2009
    
    
    2008$
    
    
    $Deferred income tax assetsNet losses carried forward
    
    69,857
    
    
    47,842Other
    
    387
    
    
    434Valuation allowance
    
    (70,244
    )
    
    (48,276
    )Net deferred income tax asset
    
    
    
    
    


|10. | Commitments
|--- | -----------
|    |            
|    | a)         
|    |            
|    | b)         

F-13

---

29

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

We engaged the firm of Manning Elliott LLP, Chartered
Accountants, to audit our financial statements as of March 31, 2009 and 2008 and
for the years then ended and accumulated for the period from November 6, 1997
(date of inception) to March 31, 2009. There has been no change in the
accountants and no disagreements with Manning Elliott on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope procedure

Item 9A(T) Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as that term
is defined in Rule 13a-15(e), promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
Disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed in our company's reports filed
under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms, and that such information
is accumulated and communicated to our management, including our principal
executive officer, our principal financial officer and our principal accounting
officer, as appropriate, to allow timely decisions regarding required
disclosure.

As required by paragraph (b) of Rules 13a-15 under the
Securities Exchange Act of 1934, our management, with the participation of our
principal executive officer, our principal financial officer and our principal
accounting officer, evaluated our companys disclosure controls and procedures
as of the end of the period covered by this annual report on Form 10-K. Based on
this evaluation, our management concluded that as of the end of the period
covered by this annual report on Form 10-K, our disclosure controls and
procedures were effective.

Managements Report on Internal Control over Financial
Reporting.

Our management, including our principal executive officer, our
principal financial officer and our principal accounting officer and our Board
of Directors, is responsible for establishing and maintaining a process to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.

Our management, with the participation of our principal
executive officer and our principal financial officer, evaluated the
effectiveness of our internal control over financial reporting as of March 31,
2009. Our managements evaluation of our internal control over financial
reporting was based on the framework in Internal ControlIntegrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management concluded that our internal control
over financial reporting was not effective as of March 31, 2009 due to material
weaknesses in our internal control over financial reporting as follows:

- material post closing audit adjustments relating to recording of accrued
  expenses;
- lack of segregation of duties;
- inadequate security; and
- lack of internal control processes over procurement.

---

30

Our management continues to review processes and will make
necessary changes to strengthen our system of internal controls over financial
reporting

A material weakness is a deficiency or a combination of control
deficiencies in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis.

This annual report does not include an attestation report of
our companys independent registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to
attestation by our companys independent registered public accounting firm
pursuant to temporary rules of the SEC that permit our company to provide only
managements report in this annual report.

Limitations on Effectiveness of Controls

Our principal executive officer and principal financial officer
do not expect that our disclosure controls or our internal control over
financial reporting will prevent all errors and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of a simple error or mistake.
Additional controls can be circumvented by the individual acts of some persons,
by collusion of two or more people, or by management override of the controls.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial
Reporting

There were no changes in our internal control over financial
reporting during the fourth quarter of our fiscal year ended March 31, 2009 that
have materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.

Certifications

Certifications with respect to disclosure controls and
procedures and internal control over financial reporting under Rules 13a-14(a)
or 15d-14(a) of the Exchange Act are attached to this annual report on Form
10-K.

Item 9B: Other Information.

Effective March 3, 2009, we filed a Notice of Alteration with
the Registrar of Companies in British Columbia and made several changes to our
Notice of Articles as follows:

| | 1. | we changed our name from Orca International Language
      Schools Inc. to SGB International Holdings Inc.
and
| | -- | ------------------------------------------------------------------------------------------------------------------

---

31

| | 2. | we created a new class of preferred stock. As a result,
      our authorized capital consists of an unlimited amount of common stock
      without par value and an unlimited amount of preferred stock without par
      value. We have not issued any preferred stock.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant to the Special Resolutions approved by the
shareholders at our Annual and Special General Meeting held on January 14, 2009,
we effected, on March 4, 2009, a 4.5 for one forward stock split of our issued
and outstanding common stock. As a result, our issued and outstanding capital
has increased from 5,071,210 shares of common stock with no par value to
22,820,445 shares of common stock shares of common stock with no par value.

The name change and stock split became effective with the
Over-the-Counter Bulletin Board at the opening for trading on March 4, 2009
under the new stock symbol SGBHF. Our new CUSIP number is 78417V 104.

PART III

Item 10. Directors, Executive Officers and Corporate
Governance

Directors and Executive Officers, Promoters and Control
Persons

The following is a brief account of the education and business
experience of directors and executive officers during at least the past five
years, indicating their principal occupation during the period, and the name and
principal business of the organization by which they were employed

All directors of our company hold office until the next annual
meeting of the stockholders or until their successors have been elected and
qualified. As at March 31, 2009 the officers of our company are appointed by our
board of directors and hold office until their death, resignation or removal
from office. Our directors and executive officers, their ages, positions held,
and duration as such, are as follows:

Name
    Position Held with the Company
    Date First Elected
      or AppointedXin Li
    President, Chief Executive Officer, Chief
      Financial Officer and Director
    September 9, 2008Stuart Wooldridge
    Secretary and Director
    May 2, 2003Jun
      Huang
    Director
    June 14, 2009Frederick Clark
    former
      Director1
    May 15, 2007Qiang Han
    former
      Director1
    May 15, 2007Sherri Ann Macdonald
    former Director1
    May 15, 2007


1 Messrs Clark and Han and Ms Macdonald resigned as
directors on September 9, 2008

Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons business experience, principal occupation during
the period, and the name and principal business of the organization by which
they were employed.

---

32

Xin Li

Mr. Li has served as a director of China National Resources
Development Holdings Ltd. from 2003 to 2006. He was also the President and CEO
of SGB C&C Investments Ltd. from July 2008 to present

Stuart Wooldridge

Mr. Wooldridge obtained his Bachelor of Commerce from the
University of British Columbia in 1984 and his Masters of Business
Administration from the University of British Columbia in 1992. Mr. Wooldridge
has been a director of 555155 B.C. Ltd., a private consulting company, since
1990. Mr. Wooldridge is a director of VendTek Systems Inc. (VSI:TSXV), Yuntone
Capital Corp. (YTC:TSXV) and Changyu MedTech Ltd. (CYQ:TSXV).

Jun Huang

Mr. Huang served as the general manager of Guangzhou Xinbo
Investment Consultant Ltd. from 1999 to 2001. He has also served as the
President of Hubei Wuhan Dianjing Investment Consulting Ltd. from 2002 to
present. He has also served as the executive director of Beijing
Tianshengtianshi Culture & Media Co., Ltd. from 2007 to present and as the
President of Shenzhen Tianshengrenhe Economic Consultant Ltd. from 2007 to
present.

Family Relationships

None.

Significant Employees

None

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | Any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                             
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                 
| | 2. | Any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                 
| | 3. | Being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; and
| |    |                                                                                                                                                                                                                                                                                                                                 
| | 4. | Being found by a court of competent jurisdiction (in a
      civil action), the Commission or the Commodity Futures Trading Commission
      to have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.                                            

---

33

Compliance with Section 16(a) of the Exchange
Act

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports that they file.

Our company is a foreign private issuer and our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities are not required to file with the SEC beneficial
ownership statements required under Section 16(a) of the Exchange Act.

Code of Ethics

We have not yet adopted a Code of Ethics but intend to do so in
the near future.

Corporate Governance

All proceedings of our board of directors for the year ended
March 31, 2009 were conducted by resolutions consented to in writing by our
directors and filed with the minutes of the proceedings of the board of
directors. Our company currently does not have nominating, compensation or audit
committees or committees performing similar functions nor does our company have
a written nominating, compensation or audit committee charter. Our board of
directors believes that it is not necessary to have such committees, at this
time, because they can adequately perform the functions of such committees.

Nominating and Compensation Committees

We do not have standing nominating or compensation committees,
or committees performing similar functions. Our board of directors believes that
it is not necessary to have a standing compensation committee at this time
because the functions of such committee are adequately performed by our board of
directors.

Our board of directors also is of the view that it is
appropriate for us not to have a standing nominating committee because our board
of directors has performed and will perform adequately the functions of a
nominating committee. Our board of directors has not adopted a charter for the
nomination committee. There has not been any defined policy or procedure
requirements for stockholders to submit recommendations or nomination for
directors. Our board of directors does not believe that a defined policy with
regard to the consideration of candidates recommended by stockholders is
necessary at this time because we believe that, given the early stages of our
development, a specific nominating policy would be premature and of little
assistance until our business operations are at a more advanced level. There are
no specific, minimum qualifications that our board of directors believes must be
met by a candidate recommended by our board of directors. The process of
identifying and evaluating nominees for director typically begins with our board
of directors soliciting professional firms with whom we have an existing
business relationship, such as law firms, accounting firms or financial advisory
firms, for suitable candidates to serve as directors. It is followed by our
board of directors review of the candidates resumes and interview of
candidates. Based on the information gathered, our board of directors then makes
a decision on whether to recommend the candidates as nominees for director. We
do not pay any fee to any third party or parties to identify or evaluate or
assist in identifying or evaluating potential nominee.

---

34

Our company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for
directors. Our directors believe that, given the stage of our development, a
specific nominating policy would be premature and of little assistance until our
business operations develop to a more advanced level. Our company does not
currently have any specific or minimum criteria for the election of nominees to
the Board of Directors and we do not have any specific process or procedure for
evaluating such nominees. Our board of directors will assess all candidates,
whether submitted by management or shareholders, and make recommendations for
election or appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an audit committee financial expert as defined in Item 401(h) of
Regulation S-K, nor do we have a board member that qualifies as independent as
the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated any
revenues from operations to date.

Item 11. Executive Compensation

Executive Compensation

The particulars of compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                     
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the years
      ended March 31, 2009 ; and                                                                    
| |     |                                                                                                                                                                                                                                     
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended
      March 31, 2009,

who we will collectively refer to as our named executive
officers, of our company for the years ended March 31, 2009 and 2008, are set
out in the following summary compensation table, except that no disclosure is
provided for any named executive officer, other than our principal executive
officers, whose total compensation does not exceed $100,000 for the respective
fiscal year:

---

35

SUMMARY COMPENSATION TABLEName and PrincipalPosition(a)
      Year(b)
      Salary($)(c)
      Bonus($)(d)
      StockAwards($)(e)
      OptionAwards($)(f)
      NonEquityIncentivePlanCompensation($)(g)
      NonqualifiedDeferredCompensationEarnings($)(h)
      AllOtherCompensation($)(i)
      Total($)(j)Xin Li1
        President, CEO, CFO
      2009 
        2008
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $NilStuart Wooldridge 2
        Secretary
      2009 
        2008
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil
      $Nil
        
        $Nil


1Mr. Li was appointed President on September 9,
2008, then appointed CEO and CFO on January 14, 2009; 2Mr.
Wooldridge resigned as President on September 9, 2008 and is currently serving
as Secretary and a director.

Outstanding Equity Awards at Fiscal Year-End

As at March 31, 2009, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our principal executive officer or two other most highly compensated
executive officers.

OUTSTANDING
        EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
        AWARDS
      STOCK AWARDSName(a)
      NumberofSecuritiesUnderlyingUnexercisedoptions(#) (b)
      EquityIncentivePlanAwards:Number
        ofSecuritiesUnderlying**Unexercised**UnearnedOptions(#)(c)
      EquityIncentivePlanAwards:**Number
        of**Securities**Underlying****Unexercised**UnearnedOptions(#)(d)
      **Option****Exercise**Price($)(e)
      Option**Expiration**Date($)(f)
      NumberofS haresorUnits ofStockthat**have not**Vested(#)(g)
      MarketValueofSharesofUnits
        ofStockthatHavenotVested($)(h)
      EquityIncentivePlan**Awards:**Numberof**Unearned**Shares,**Units
        or**OtherRightsthathave notVested(#)(i)
      EquityIncentivePlanAwards:MarketorPayoutValueof**Unearned**Shares,Unitsor otherRightsthathave notVested($)(j)Xin Li
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilStuart Wooldridge
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


Option Exercises and Stock Vested

OPTION
        EXERCISES AND STOCK VESTEDOPTION AWARDS
      STOCK AWARDSName(a)
      Number of SharesAcquired on Exercise(#)(b)
      Value Realizedon Exercise($)(c)
      Number ofShares Acquiredon Vesting(#)(d)
      Value Realizedon Vesting($)(e)Xin Li
      Nil
      Nil
      Nil
      Nil


---

36

OPTION
        EXERCISES AND STOCK VESTEDOPTION AWARDS
      STOCK AWARDSName (a)
      Number of Shares Acquired on Exercise
        (#) (b)
      Value Realized on Exercise ($)
        (c)
      Number of Shares Acquired on Vesting
        (#) (d)
      Value Realized on Vesting ($)
        (e)Stuart Wooldridge
      Nil
      Nil
      Nil
      Nil


Director Compensation

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. During the year ended
March 31, 2009, no director received and/or accrued any compensation for their
services as a director, including committee participation and/or special
assignments.

DIRECTOR COMPENSATIONName (a)
      Fees Earned or Paid in Cash ($) (b)
      Stock Awards ($) (c)
      Option Awards
        ($) (d)
      Non-Equity Incentive Plan Compensation ($) (e)
      Nonqualified Deferred Compensation
        Earnings ($) (f)
      All Other Compensation
        ($) (g)
      Total ($)
        (h)Jun Huang
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilFrederick Clark1
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilQiang Han1
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilSherri Ann Macdonald1
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


1 Messrs Clark and Han and
Ms Macdonald resigned as directors on September 9, 2008

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

Securities authorized for issuance under equity
compensation plans

We have not adopted a stock option plan and have not granted
any stock options. Accordingly, no stock based compensation has been recorded to
date.

Plan category
    Number of securities to be
      issued upon exercise of outstanding options,
      warrants and rights (a)
    Weighted-average
      exercise price of outstanding options,
      warrants and rights (b)
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a)) (c)Equity compensation plans approved by security
      holders
    Nil
    N/A
    Nil


---

37

Plan category
    Number of securities to be
      issued upon exercise of outstanding options,
      warrants and rights (a)
    Weighted-average
      exercise price of outstanding options,
      warrants and rights (b)
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a)) (c)Equity compensation plans not approved by security
      holders
    Nil
    N/A
    NilTotal
    Nil
    N/A
    Nil


Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth certain information with respect
to the beneficial ownership of our common stock by each stockholder known by us
to be the beneficial owner of more than 5% of our common stock and by each of
our current directors and executive officers. Each person has sole voting and
investment power with respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated.

Security ownership of certain beneficial owners

Title of class
    (2) Name and address of
      beneficial owner
    (3) Amount and nature of
      beneficial ownership
    (4) Percent of class(1)(2)common stock
    SGB C&C Investment
      Ltd.(3)909-6081 No. 3 Road Richmond, BC Canada V6Y
      2B2
    12,185,833        Direct
    53.40%


Security ownership of management

Title of class
    (2) Name and address of
      beneficial owner
    (3) Amount and nature of
      beneficial ownership
    (4) Percent of class(1)(2)common stock
    Jun Huang New World Trade
      Center Building 634 Hankou Jiefang Road Floor 22, Suite C
      Wuhan, China 51806
    2,000,000        Direct
    8.76%common stock
    Xin Li 909-6081 No. 3 Road
      Richmond, BC Canada V6Y 2B2
    12,185,833      
       Indirect(3)
    53.40%common stock
    Stuart Woolridge 1685  58A
      Street Delta, BC Canada V4L 1X5
    320,446        Direct
    1.4%common stock
    Directors and officers as
      a group
    14,506,279
    63.56%


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1Regulation S-K under the Exchange Act, defines a
beneficial owner of a security as any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise,
has or shares: (i) voting power, which includes the power to vote, or to direct
the voting of shares; and (ii) investment power, which includes the power to
dispose or direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person has the right to
acquire the shares (for example, upon exercise of an option) within 60 days of
the date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to include
the amount of shares beneficially owned by such person (and only such person) by
reason of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect the
persons actual ownership or voting power with respect to the number of shares
of common stock actually outstanding on July 8, 2008. 2Based on
22,820,445 shares outstanding as of July 13, 2009. 3SGB C&C
Investment Ltd. is a British Columbia company owned by Ming Li (13.16%), Jing Li
(14.23%), Xin Li (16.47%) and Debbie Tin (7.14%) .

Change in control

On July 24, 2008, pursuant to the terms of a share transfer
agreement dated July 2, 2008 among Stuart Wooldridge, SGB C&C Investment
Ltd. and our company, SGB C&C Investment Ltd. acquired 2,635,000 shares of
our common stock from Mr. Wooldridge. The 2,635,000 shares of our common stock
acquired by SGB C&C Investment Ltd. represented 51.96% of our total issued
and outstanding share capital based on 5,071,210 of common shares issued and
outstanding as of July 24, 2008. Accordingly, we included in our current report
on Form 8-K (filed on August 6, 2008) information on the business of Orca
International Language Schools, Inc. that would be required if we were filing a
general form for registration of securities on Form 10.

On September 9, 2008, we appointed Mr. Xin Li to be a director
of our company. Also on September 9, 2008, Paul Clark, Qiang Benjamin Han and
Sherri Ann Macdonald resigned as directors of our company and Stuart Wooldridge
resigned as our president and secretary. Xin Li will act as our president, CEO,
secretary, and treasurer.

Item 13. Certain Relationships and Related Transactions, and
Director Independence

Transactions with related persons

Other than as listed below, we have not been a party to any
transaction, proposed transaction, or series of transactions in which, to our
knowledge, any of our directors, officers, five percent beneficial security
holder, or any member of the immediate family of the foregoing persons has had
or will have a direct or indirect material interest.

- From January 1 to March 31, 2009, we incurred a quarterly management fee of
  CDN$24,000 to the significant shareholder, SGB C&C Investment Ltd. As at
  March 31, 2009, $24,693 ($31,139) is due to SGB C&C Investment Ltd. and is
  non-interest bearing, unsecured and due on demand.
- From October 1, 2008 to March 31, 2009, we paid monthly rent fee of CDN$750
  to an unrelated company. Until September 30, 2008, the former President of our
  company provided donated office premises to us valued at CDN$250 per month.
  During the year ended March 31, 2009, donated rent of $1,463 (2008 - $2,904)
  was charged to operations. During the year ended March 31, 2009, we also
  recognized $2,926 (2008-$5,809) for donated management services at CDN$500 per
  month provided by the former President of our company until September 30,
  2008.
- As at March 31, 2009, amounts owing to the former President of our company
  of $45,962 (CDN$47,131) were donated to us and recorded as donated capital. At
  March 31, 2008, we owed $nil to the former president of our company.

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39

Director Independence

We currently act with three directors consisting of Xin Li,
Stuart Wooldridge and Jun Huang. We have determined that Jun Huang is an
independent director as defined by Nasdaq Marketplace Rule 4200(a)(15).

Item 14. Principal Accounting Fees and Services

Our principal accountant Manning Elliott, Chartered
Accountants, rendered invoices to us during the fiscal periods indicated for the
following fees and services:

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended March 31, 2008 and 2007 for professional services rendered by
the principal accountant for the audit of our annual financial statements and
for the review of the financial statements included our quarterly reports on
Form 10-QSB were as follows:

Year Ended March 312009
      
      
      2008Audit Fees and Audit Related Fees
      $
      18,250
      
      $
      22,230Tax Fees
      
      Nil
      
      
      NilAll Other Fees
      
      Nil
      
      
      NilTotal
      $
      18,250
      
      $
      22,230


Policy on Pre-Approval by the Board of Services Performed by
Independent Auditors

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Manning Elliott LLP is engaged by us to
render any auditing or permitted non-audit related service, the engagement
be:

- approved by our board of directors; or,
- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by Manning Elliott LLP and believes that the provision of services
for activities unrelated to the audit is compatible with maintaining our
independence.

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40

Item 15. Exhibits, Financial Statement Schedules

Exhibit Number
      Description3.1
      Articles of Incorporation
          (attached as an exhibit to our registration statement on Form SB-2 filed
          on August 7, 2007)3.01
      Notice of Alteration filed
          with the Ministry of Finance, BC Registry Services effective March 3,
          2009 (attached as an exhibit to our current report on Form 8-K filed
          on March 5, 2009)3.02
      Amended and Restated Articles
          of Incorporation of SGB International Holdings Inc. (attached as an
          exhibit to our current report on Form 8-K filed on March 5, 2009)10.1
      Share transfer agreement dated
          July 2, 2008 among Stuart Wooldridge, SGB C&C Investment Ltd. and
          our company (attached as an exhibit to our current report on Form 8-K
          filed on August 6, 2008).10.2
      Form of Private Placement
          Subscription Agreement between SGB C&C Investment Ltd. and our company
          (attached as an exhibit to our current report on Form 8-K filed on November
          18, 2008)31.1*
      Certification pursuant to Rule
          13a-14(a) under the Securities Exchange Act of 193432.1*
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002


* Filed herewith

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SIGNATURES

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

SGB INTERNATIONAL HOLDINGS INC.



By /s/ Xin Li Xin Li President, CEO, CFO and
Director Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer Date: July 13, 2009



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By /s/ Xin Li Xin Li President, CEO, CFO and
Director Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer Date: July 13, 2009



By /s/ Stuart Wooldridge Stuart Wooldridge
Secretary and Director Date: July 13, 2009



By /s/ Jun Huang Jun Huang Director Date:
July 13, 2009

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