---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: March 31, 2011or

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

For the transition period from __________________ to
__________________

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 | (I.R.S. Employer   
|incorporation or organization  | Identification No.)

Jinhuai Middle Street, Hong Hua Yuan Block 1 Unit
907Fengze District, Quanzhou City, Fujian ProvincePRC
China 362300(Address of principal executive offices and Zip
Code)

Registrant's telephone number, including area code: 86-13611930299

N/A(Former name or former address, if
changed since last report) Securities registered pursuant to Section 12(b)
of the Act

|Title of Each Class | Name of each Exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | N/A                                      

Securities registered pursuant to 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]

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 [  
]     No [X]

---

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 (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [   ]     No [   ]

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

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 company in Rule 12b-2 of the
Exchange Act

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


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

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.

11,134,613 shares of common stock at a price of $0.08 per share
for an aggregate market value of $890,769.1

1 The aggregate market value of the voting stock held
by non-affiliates is computed by reference to the price of shares of common
stock sold in a private placement transaction that was closed on November 12,
2008 of CDN$0.10 (approximately US$0.08) per share.

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:
**245,024,446 shares of common stock are issued and outstanding as
of June 28, 2011.**

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

ii

---

TABLE OF CONTENTS

|PART
      I                                                                                                                     | 1 
|-------------------------------------------------------------------------------------------------------------------------------- | --
|ITEM
      1. BUSINESS                                                                                                           | 1 
|ITEM
      1A. RISK FACTORS                                                                                                      | 2 
|ITEM
      1B. UNRESOLVED STAFF COMMENTS                                                                                         | 2 
|ITEM
      2. PROPERTIES                                                                                                         | 2 
|ITEM
      3. LEGAL PROCEEDINGS                                                                                                  | 2 
|ITEM
      4. [REMOVED AND RESERVED]                                                                                             | 3 
|PART
      II                                                                                                                    | 3 
|ITEM
      5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES | 3 
|ITEM
      6 SELECTED FINANCIAL DATA                                                                                             | 4 
|ITEM
      7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION                          | 4 
|ITEM
      7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         | 7 
|ITEM
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 7 
|ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL MATTERS                            | 9 
|ITEM
      9A(T). CONTROLS AND PROCEDURES                                                                                        | 9 
|ITEM
      9B OTHER INFORMATION                                                                                                  | 9 
|PART
      III                                                                                                                   | 11
|ITEM
      10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 11
|ITEM
      11. EXECUTIVE COMPENSATION                                                                                            | 13
|ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS.             | 15
|ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                                   | 16
|ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                           | 17
|PART
      IV                                                                                                                    | 18
|ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                          | 18
|SIGNATURES                                                                                                                       | 19

iii

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PART I

ITEM 1. 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,
expect, plan, intend anticipate, believe, estimate, predict,
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 that may cause our companys 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.

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, and  our refer
to SGB International Holdings Inc. As used in this report, the terms Dragon
International and Yongding Shangzhai refer to Dragon International Resources
Group Co., Limited and Yongding Shangzhai Coal Mine Co., Ltd., respectively.

Our Business

Prior to our reverse acquisition of Dragon International
Resources Group Co., Limited, described below, 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 searched for a school as the initial client but we
were not successful in finding any such school. Since we incurred losses since
November 6, 1997, in March 2009, our board of directors decided to explore the
possibility of adopting a different business plan to protect our shareholders
value.

Prior to the date of our reverse acquisition, we were
considered as a shell company under the Rule 405 promulgated under the
Securities Act of 1933 and Rule 12b-2 promulgated under the Securities Exchange
Act of 1934 because we had nominal operations and nominal assets.

Reverse Acquisition of Dragon International Resources Group
Co., Limited

On May 11, 2011, we completed a reverse acquisition transaction
with the shareholders of Dragon International Resources Group Co., Limited
pursuant to which we acquired 100% of the issued and outstanding capital stock
of Dragon International Resources Group Co, Limited. in exchange for an
aggregate of 220,522,000 common shares of our company, which constituted 90% of
our issued and outstanding capital stock on a fully-diluted basis as of and
immediately after the consummation of the reverse acquisition.

Dragon International was incorporated in the Hong Kong on
October 5, 2010, and is a holding company for Yongding Shangzhai. Yongding
Shangzhai was incorporated in the Peoples Republic of China on August 4,
2005.

As a result of the reverse acquisition, we have assumed the
business and operations of Yongding Shangzhai Coal Mine Co., Ltd., a
wholly-owned subsidiary of Dragon International Resources Group Co., Limited.
Yongding Shangzhai Coal Mine Co., Ltd. is a company engaged in coal
production and sales by exploring, developing and mining coal properties.
Yongding Shangzhai Coal Mine Co., Ltd. owns and operates a coal mine, located at
Shangzhai Village, Yongding County, Longyan City of Fujian Province, Peoples
Republic of China.

1

---

For accounting purposes, the reverse acquisition transaction
with Dragon International Resources Group Co., Limited was treated as a
recapitalization, with Dragon International Resources Group Co., Limited as the
acquirer and SGB International Holdings Inc. as the acquired party.

For the information regarding our business subsequent to the
reverse acquisition, please see our current report on Form 8-K filed with the
Securities and Exchange Commission on May 12, 2011 and any amendment thereto.

Employees

As of March 31, 2011, we had no employees, other than our
directors and officers, who devoted their time as required to our business
operations. Our President did not have an employment agreement with us. We
entered into a management service agreement with one of our significant
shareholders, SGB C&C Investment Ltd., for them to provide management
services to our company.

Subsidiaries

As of March 31, 2011, we did not have any subsidiaries.

Intellectual Property

As of March 31, 2011, we did not own, either legally or
beneficially, any patent or trademark.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

Executive Offices and Address for Service

As of March 31, 2011, our principal executive office was
located at 909  6081 No. 3 Road, Richmond, BC Canada V6Y 2B2. We paid monthly
rent fee of CDN$750 to an unrelated company.

Properties

As of March 31, 2011, we did not own any properties.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

2

---

ITEM 4. [REMOVED AND RESERVED]

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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 common shares made
through the facilities of the OTC Bulletin Board for each quarterly period
within the years ended December 31, 2010 and 2009.

Set forth below are the range of high and low bid quotations
for the period indicated as reported by the OTC Bulletin Board. The market
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions.

Quarter Ended
    Bid High
    Bid LowMarch 31, 2011
    $0.10
    $0.00


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 of Common Stock

As of June 28, 2011, there were 70 holders of record of our
common stock. As of such date, 245,024,446 shares were issued and
outstanding.

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

During our fiscal year ended March 31, 2011, we did not sell
any equity securities that were not registered under the Securities Act of 1933
that were not previously reported in a quarterly report on Form 10-Q or in a
current report on Form 8-K.

3

---

Securities authorized for issuance under equity
compensation plans.

The following table summarizes certain information regarding
our equity compensation plans as at March 31, 2010.

Plan category
    Number of securities to
      be issued upon exercise of outstanding options,
      warrants and rights
    Weighted-average
      exercise price of outstanding options,
      warrants and rights
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a))(a)
    (b)
    (c)Equity compensation plans approved by security holders
    Nil
    N/A
    2,282,044Equity compensation plans not approved by security holders
    Nil
    N/A
    NilTotal
    Nil
    N/A
    2,282,044


2010 Equity Compensation Plan

On October 27, 2010, our board of directors approved and
adopted our 2010 equity compensation plan and on November 30, 2010, our
shareholders approve the plan. Pursuant to the plan, our board of directors may
grant stock options or stock awards to employees, directors, officers or
consultants of our company or subsidiary. A maximum of 10% of the total issued
and outstanding common shares of our company at the time of grant may be issued
upon exercise of stock options granted under the plan or as stock awards granted
under the plan.

Purchases of Equity Securities by the Issuer and
Affiliated Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended March 31, 2011.

ITEM 6 SELECTED FINANCIAL DATA

Not applicable.

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

The following discussion should be read in conjunction with our
financial statements 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.

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

Overview

Prior to our reverse acquisition of Dragon International
Resources Group Co., Limited, described below, 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, in March 2009, our board of directors
decided to explore the possibility of adopting a different business plan to
protect our shareholders value.

4

---

Prior to the date of our reverse acquisition, we were
considered as a shell company under the Rule 405 promulgated under the
Securities Act of 1933 and Rule 12b-2 promulgated under the Securities Exchange
Act of 1934 because we had nominal operations and nominal assets.

On May 11, 2011, we completed a reverse acquisition transaction
with the shareholders of Dragon International Resources Group Co., Limited
pursuant to which we acquired 100% of the issued and outstanding capital stock
of Dragon International Resources Group Co. in exchange for an aggregate of
220,522,000 common shares of our company, which constituted 90% of our issued
and outstanding capital stock on a fully-diluted basis as of and immediately
after the consummation of the reverse acquisition.

As a result of the reverse acquisition transaction, we adopted
the business of Dragon International Resources Group Co., Limited and abandoned
our prior business. For accounting purposes, the reverse acquisition transaction
with Dragon International Resources Group Co., Limited was treated as a
recapitalization, with Dragon International Resources Group Co., Limited as the
acquirer and SGB International Holdings Inc. as the acquired party.

The following discussion should be read in conjunction with our
audited financial statements for the year ended March 31, 2011 which are
included herein. Except for the section entitled Cash Requirements, the
following discussion does not include the discussion of the accounts of Dragon
International Resources Group Co., Limited, which we acquired on May 11,
2011.

Results of Operations

Revenues

For the financial year ended March 31, 2011, we did not earned
any revenues.

Expenses

Our expenses for the 12 months ended March 31, 2011 and 2010
were as follows:

Year Ended
    
    
    Year EndedMarch 31,
    
    
    March 31,2011
    
    
    2010Revenue
    $
    -
    
    $
    -Expenses
    $
    
    
    $Amortization
    
    -
    
    
    140Automobile
    
    -
    
    
    247General and administrative
    
    10,621
    
    
    6,867Interest
    
    58
    
    
    79Director fee
    
    13,563
    
    
    22,228Management fees
    
    97,594
    
    
    88,022Professional fees
    
    39,236
    
    
    24,763Rent
    
    9,237
    
    
    8,331Travel
    
    -
    
    
    4,040Total Expenses
    $
    170,309
    
    $
    154,717


In the 12 month period ended March 31, 2011 our expenses
increased approximately 10% relative to the 12 month period ended March 31, 2010
primarily because of increased amount of management fees and professional fees
incurred.

5

---

Liquidity and Capital Resources

Our financial condition for the 12 months ended March 31, 2010
and 2009 and the changes between those periods for the respective items are
summarized as follows:

Working Capital

March 31,
    
    
    March 31,2011
    
    
    2010Current Assets
    $
    16,458
    
    $
    43,760Current Liabilities
    $
    155,884
    
    $
    177,493Working Capital (Deficit)
    $
    (139,426
    )
    $
    (133,733
    )


As of March 31, 2011, we had cash of $6,508. Our working
capital deficit increased slightly primarily because we have not generated any
revenues and we have spent money on searching a project for acquisition to
enhance shareholders value.

Cash Flows

The following summarizes cash provided by or used in each of
the indicated types of activities during the years ended March 31, 2011 and
2010:

March 31,
    
    
    March 31,2011
    
    
    2010Net Cash (Used for) by
      Operating Activities
    $
    (179,940
    )
    $
    (156,439
    )Net Cash (Used for) Provided by Investing
      Activities
    $
    -
    
    $
    -Net Cash (Used for) Provided
      by Financing Activities
    $
    138,839
    
    $
    140,889Increase (Decrease) In Cash
    $
    (36,986
    )
    $
    (13,236
    )


The increase in net cash used for operating activities was
primarily because our activities in searching for an acquisition target
increased in the financial year ended March 31, 2011.

The decrease in net cash provided by financing activities was
primarily because we had not been able to raise significant amount of capital in
the financial year ended March 31, 2011.

Cash Requirements

Based on our current expectations after acquiring Dragon
International Resources Group Co., Limited, we believe our cash, and cash
generated from operations will satisfy our working capital needs, and other
liquidity requirements associated with our existing operations through the
remainder of this year. We will continue to seek opportunities to expand our
existing mining operations and acquire additional coal mining rights, and we
expect to finance such acquisitions through the issuance of debt or equity
securities.

If we require additional financing to fund our operations, we
expect to obtain funds through the equity or debt financing. Raising additional
financing by issuing equity securities will dilute our existing stockholders'
ownership interests in our company. Obtaining commercial or other loans will
increase our liabilities and future cash commitments.

There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, if and when it is needed, we will be forced to
delay or scale down some or all of our operations or perhaps even cease our
operations.

Going Concern

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, 2011, we have working capital deficit of $139,426 and accumulated losses of
$578,241 since inception. These factors raise substantial doubt regarding our
ability to continue as a going concern.

6

---

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

7

---

SGB INTERNATIONAL HOLDINGS INC. 
  (A Development Stage
  Company)

March 31, 2011



|                                                              | Index
|------------------------------------------------------------- | -----
|                                                              |      
|Report
      of Independent Registered Public Accounting Firm | F-1  
|                                                              |      
|Balance
      Sheets                                          | F-2  
|                                                              |      
|Statements
      of Operations                                | F-3  
|                                                              |      
|Statements
      of Shareholders Equity (Deficit)            | F-4  
|                                                              |      
|Statements
      of Cash Flows                                | F-5  
|                                                              |      
|Notes
      to the Financial Statements                       | F-6  

---

Stan J.H. Lee, CPA 
  2160 North Central Rd. Suite 209 *Fort Lee *NJ 07024 
  P.O. Box 436402 *San Diego *CA 92143-9402 
  619-623-7799 * Fax 619-564-3408 * E-mail) stan2u@gmail.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
  Stockholders
      SGB International Holdings, Inc.

We have audited the accompanying balance sheets of SGB
  International Holdings, Inc. (the Company) (a development stage enterprise) as
  of March 31, 2011 and 2010 and the related statements of operations,
  stockholders deficit and cash flows for the fiscal years then ended . 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 audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The Company
  is not required to have, nor were we engaged to perform an audit of its internal
  control over financial reporting. Our audits included consideration of internal
  control over financial reporting as a basis for designing audit procedures that
  are appropriate in the circumstances, but not for the purpose of expressing an
  opinion on the effectiveness of the Company's internal control over financial
  reporting. Accordingly, we express no such opinion. An audit also includes
  examining, on a test basis, evidence supporting the amounts and disclosures in
  the financial statements, assessing the accounting principles used and
  significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of SGB
  International Holdings, Inc. as of March 31, 2011 and 2010, and the results of
  its operations and its cash flows for the fiscal years then ended in conformity
  with accounting principles generally accepted in the United States of
  America.

The accompanying financial statements have been prepared
  assuming that the Company would continue as a going concern. As discussed in the
  notes to the financial statements, the Company has not generated profits to date
  and has a working capital deficit which raises substantial doubt as to its
  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/ Stan J.H. Lee, CPA

_____________________ 
  Stan J.H. Lee, CPA 
  June 9, 2011

Registered with the Public Company Accounting Oversight Board 
  Member of New Jersey Society of Certified Public Accountants 
  Registered with Canadian Public Accountability Board

F-1

---

SGB INTERNATIONAL HOLDINGS INC.
  (A Development Stage
  Company)
  Balance Sheets
  (Expressed in US dollars)

|                                                                                                                                                |  |          |  |   | As of     |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | - | --------- | -
|                                                                                                                                                |  |          |  |   | March 31, |  
|                                                                                                                                                |  |          |  |   | 2011      |  
|ASSETS                                                                                                                                          |  |          |  |   |           |  
|Current Assets                                                                                                                                  |  |          |  |   |           |  
|Cash                                                                                                                                            |  |          |  | $ | 6,508     |  
|Prepaid Expense                                                                                                                                 |  |          |  |   | 5,157     |  
|GST receivable                                                                                                                                  |  |          |  |   | 4,793     |  
|Total Current Assets                                                                                                                            |  |          |  |   | 16,458    |  
|                                                                                                                                                |  |          |  |   |           |  
|Total Assets                                                                                                                                    |  |          |  | $ | 16,458    |  
|                                                                                                                                                |  |          |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                  |  |          |  |   |           |  
|Current Liabilities                                                                                                                             |  |          |  |   |           |  
|Accrued liabilities                                                                                                                             |  | (Note 3) |  |   | 6,276     |  
|Due to related parties                                                                                                                          |  | (Note 4) |  |   | 149,608   |  
|Notes payable                                                                                                                                   |  |          |  |   | -         |  
|Total Liabilities                                                                                                                               |  |          |  |   | 155,884   |  
|Commitments and Contingencies                                                                                                                   |  |          |  |   |           |  
|Stockholders Equity (Deficit)                                                                                                                  |  |          |  |   |           |  
|Common Stock, Unlimited shares authorized,
      without par value 
      24,502,445 and 22,820,445 shares issued and outstanding, respectively |  | (Note 5) |  |   | 367,821   |  
|Donated Capital                                                                                                                                 |  |          |  |   | 71,435    |  
|Accumulated Other Comprehensive Loss                                                                                                            |  |          |  |   | (441      | )
|Deficit Accumulated
      During the Development Stage                                                                                          |  |          |  |   | (578,241  | )
|Total Stockholders Equity (Deficit)                                                                                                            |  |          |  |   | (139,426  | )
|                                                                                                                                                |  |          |  |   |           |  
|Total Liabilities and Stockholders Equity (Deficit)                                                                                            |  |          |  | $ | 16,458    |  

See notes to financial statements

F-2

---

SGB INTERNATIONAL HOLDINGS INC.
  (A Development Stage
  Company)
  Statements of Operations
  (Expressed in US dollars)

|                                              |  |          |  |   | For the     |   |   | For the     |   |   | Accumulated from    |  
|--------------------------------------------- |  | -------- |  | - | ----------- | - | - | ----------- | - | - | ------------------- | -
|                                              |  |          |  |   | Fiscal Year |   |   | Fiscal Year |   |   | Nov 6,1997          |  
|                                              |  |          |  |   | Ended       |   |   | Ended       |   |   | (Date of Inception) |  
|                                              |  |          |  |   | March 31,   |   |   | March 31,   |   |   | to March 31,        |  
|                                              |  |          |  |   | 2011        |   |   | 2010        |   |   | 2011                |  
|Revenue                                       |  |          |  | $ | -           |   | $ | -           |   | $ | -                   |  
|Expenses                                      |  |          |  |   |             |   |   |             |   |   |                     |  
|Amortization                                  |  |          |  |   | -           |   |   | 140         |   |   | 1,994               |  
|Automobile                                    |  |          |  |   | -           |   |   | 247         |   |   | 907                 |  
|General and administrative                    |  |          |  |   | 10,621      |   |   | 6,867       |   |   | 53,876              |  
|Interest                                      |  |          |  |   | 58          |   |   | 79          |   |   | 2,307               |  
|Director fee                                  |  |          |  |   | 13,563      |   |   | 22,228      |   |   | 35,791              |  
|Management fees                               |  |          |  |   | 97,594      |   |   | 88,022      |   |   | 224,286             |  
|Professional fees                             |  |          |  |   | 39,236      |   |   | 24,763      |   |   | 182,275             |  
|Rent                                          |  | (Note 6) |  |   | 9,237       |   |   | 8,331       |   |   | 33,289              |  
|Travel                                        |  |          |  |   | -           |   |   | 4,040       |   |   | 4,501               |  
|Total Expenses                                |  |          |  |   | 170,309     |   |   | 154,717     |   |   | 539,226             |  
|Net Loss from Continuing Operations           |  |          |  |   | (170,309    | ) |   | (154,717    | ) |   | (539,226            | )
|Other Income                                  |  |          |  |   |             |   |   |             |   |   |                     |  
|Gain on Disposal of Temporary Investments     |  |          |  |   | -           |   |   | -           |   |   | 946                 |  
|Forgiveness
      of debt                     |  |          |  |   |             |   |   | -           |   |   | 7,095               |  
|Net Loss before Discontinued Operations       |  |          |  |   | (170,309    | ) |   | (154,717    | ) |   | (531,185            | )
|Discontinued
      Operations                 |  |          |  |   | -           |   |   | -           |   |   | (47,057             | )
|                                              |  |          |  |   |             |   |   |             |   |   |                     |  
|Net Loss                                      |  |          |  |   | (170,309    | ) |   | (154,717    | ) |   | (578,242            | )
|Other Comprehensive Income (Loss)             |  |          |  |   |             |   |   |             |   |   |                     |  
|Foreign currency
      translation adjustment |  |          |  |   | (4,349      | ) |   | (5,096      | ) |   | (441                | )
|Comprehensive Loss                            |  |          |  | $ | (174,658    | ) | $ | (159,813    | ) | $ | (578,683            | )
|                                              |  |          |  |   |             |   |   |             |   |   |                     |  
|Net Loss Per Share  Basic and Diluted        |  |          |  |   | (0.01       | ) |   | (0.01       | ) |   | N/A                 |  
|                                              |  |          |  |   |             |   |   |             |   |   |                     |  
|Weighted Average Shares Outstanding           |  |          |  |   | 23,661,445  |   |   | 22,820,445  |   |   | N/A                 |  

See notes to financial statements

F-3

---

SGB INTERNATIONAL HOLDINGS INC.
  (A Development Stage
  Company)
  Statement of Stockholders' Equity (Deficit)
  From November 6, 1997
  (Date of Inception) to March 31, 2011
  (Expressed in US dollars)

|                                                                   |  |              |   |  |         |   |  |               |   |  |            |   |  |         |  |  | Deficit     |   |  |               |   |  |          |  
|------------------------------------------------------------------ |  | ------------ | - |  | ------- | - |  | ------------- | - |  | ---------- | - |  | ------- |  |  | ----------- | - |  | ------------- | - |  | -------- | -
|                                                                   |  |              |   |  |         |   |  |               |   |  |            |   |  |         |  |  | Accumulated |   |  | Accumulated   |   |  |          |  
|                                                                   |  | Common Stock |   |  |         |   |  | Common        |   |  |            |   |  | During  |  |  | Other       |   |  |               |  
|                                                                   |  |              |   |  | Par     |   |  | Subscriptions |   |  | Stock      |   |  | Donated |  |  | Development |   |  | Comprehensive |   |  |          |  
|                                                                   |  | Shares       |   |  | Value   |   |  | Receivable    |   |  | Subscribed |   |  | Capital |  |  | Stage       |   |  | Income(Loss)  |   |  | Total    |  
|                                                                   |  | #            |   |  | $       |   |  | $             |   |  | $          |   |  | $       |  |  | $           |   |  | $             |   |  | $        |  
|                                                                   |  |              |   |  |         |   |  |               |   |  |            |   |  |         |  |  |             |   |  |               |   |  |          |  
|Balance  November 6, 1997 (Date of Inception)                     |  | -            |   |  | -       |   |  | -             |   |  | -          |   |  | -       |  |  | -           |   |  | -             |   |  | -        |  
|Issuance of Common shares for cash at $1.00 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$0.00001 per share        |  | 17,999,995   |   |  | 30      |   |  | -             |   |  | -          |   |  | -       |  |  | -           |   |  | -             |   |  | 30       |  
|Balance  March 31, 2004                                           |  | 18,000,000   |   |  | 31      |   |  | -             |   |  | -          |   |  | -       |  |  | -           |   |  | -             |   |  | 31       |  
|Issuance of Common shares for cash at CDN$0.02 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   |  |  | (21,596     | ) |  | (1,093        | ) |  | 6,969    |  
|Issuance of Common shares for cash at CDN$0.10
      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   |  |  | (41,176     | ) |  | (1,217        | ) |  | (6,479   | )
|Issuance of Common shares for
      cash at CDN$0.10 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   |  |  | (74,713     | ) |  | (866          | ) |  | 11,256   |  
|Proceeds from subscription
      receivable                        |  | -            |   |  | -       |   |  | 1,732         |   |  | -          |   |  | -       |  |  | -           |   |  | -             |   |  | 1,732    |  
|Common stock subscribed at CDN$0.10 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  |  |  | (157,118    | ) |  | 441           |   |  | (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$0.10 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  |  |  | (253,216    | ) |  | 9,003         |   |  | 26,079   |  
|Foreign currency translation                                       |  | -            |   |  | -       |   |  | -             |   |  | -          |   |  | -       |  |  | -           |   |  | (5,095        | ) |  | (5,095   | )
|Net
      loss for the year                                        |  | -            |   |  | -       |   |  | -             |   |  | -          |   |  | -       |  |  | (154,717    | ) |  | -             |   |  | (154,717 | )
|Balance - March 31, 2010                                           |  | 22,820,445   |   |  | 198,857 |   |  | -             |   |  | -          |   |  | 71,435  |  |  | (407,933    | ) |  | 3,908         |   |  | (133,733 | )
|Common stock subscribed at
      CDN$0.10 per share                |  | 900,000      |   |  | 89,865  |   |  |               |   |  |            |   |  |         |  |  |             |   |  |               |   |  | 89,865   |  
|Common stock subscribed at CDN$0.20 per share                      |  | 782,000      |   |  | 79,099  |   |  |               |   |  |            |   |  |         |  |  |             |   |  |               |   |  | 79,099   |  
|Foreign currency translation                                       |  |              |   |  |         |   |  |               |   |  |            |   |  |         |  |  |             |   |  | (4,349        | ) |  | (4,349   | )
|Net
      loss for the year                                        |  |              |   |  |         |   |  |               |   |  |            |   |  |         |  |  | (170,309    | ) |  |               |   |  | (170,309 | )
|Balance - March 31, 2011                                           |  | 24,502,445   |   |  | 367,821 |   |  | -             |   |  | -          |   |  | 71,435  |  |  | (578,242    | ) |  | (441          | ) |  | (139,426 | )

See notes to financial statements

F-4

---

SGB INTERNATIONAL HOLDINGS INC.
  (A Development Stage
  Company)
  Statements of Cash Flows
  (Expressed in US dollars)

|                                                                                 |   |             |   |   |             |   |   | Accumulated |  
|-------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                                 |   | For the     |   |   | For the     |   |   | From        |  
|                                                                                 |   | Fiscal Year |   |   | Fiscal Year |   |   | Nov 6, 1997 |  
|                                                                                 |   | Ended       |   |   | Ended       |   |   | Inception)  |  
|                                                                                 |   | March 31,   |   |   | March 31,   |   |   | March 31,   |  
|                                                                                 |   | 2011        |   |   | 2010        |   |   | 2011        |  
|                                                                                 |   |             |   |   |             |   |   |             |  
|Cash flows from operating activities                                             |   |             |   |   |             |   |   |             |  
|Net loss                                                                         | $ | (170,309    | ) | $ | (154,717    | ) | $ | (578,242    | )
|Adjustment to reconcile net loss to net cash used in
      operating activities: |   |             |   |   |             |   |   |             |  
|Amortization                                                                     |   | -           |   |   | 140         |   |   | 1,994       |  
|Donated services                                                                 |   | -           |   |   | -           |   |   | 66,439      |  
|Forgiven debt                                                                    |   | -           |   |   | -           |   |   | (7,096      | )
|Gain on sale of temporary investment                                             |   | -           |   |   | -           |   |   | (946        | )
|                                                                                 |   |             |   |   |             |   |   | -           |  
|Changes in operating assets and liabilities:                                     |   |             |   |   |             |   |   | -           |  
|Prepaid expenses                                                                 |   | -           |   |   | -           |   |   | (1,329      | )
|Accounts receivable                                                              |   | (9,671      | ) |   | 2,730       |   |   | (9,439      | )
|Accounts payable and accrued
      liabilities                                   |   | 40          |   |   | (4,592      | ) |   | 5,857       |  
|Due to
      related party                                                       |   | -           |   |   | -           |   |   | 32,631      |  
|                                                                                 |   |             |   |   |             |   |   |             |  
|Net Cash (Used
      for) by Operating Activities                                |   | (179,940    | ) |   | (156,439    | ) |   | (490,131    | )
|                                                                                 |   |             |   |   |             |   |   |             |  
|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) Provided by Investing Activities                       |   | -           |   |   | -           |   |   | (947        | )
|                                                                                 |   |             |   |   |             |   |   |             |  
|Cash flows from financing activities                                             |   |             |   |   |             |   |   |             |  
|                                                                                 |   |             |   |   |             |   |   |             |  
|Proceeds from notes payable                                                      |   | -           |   |   | -           |   |   | 12,867      |  
|Advances from related parties                                                    |   | (30,125     | ) |   | 140,889     |   |   | 187,326     |  
|Proceeds
      from common stock subscribed                                      |   | 168,964     |   |   | -           |   |   | 291,471     |  
|                                                                                 |   |             |   |   |             |   |   |             |  
|Net Cash (Used
      for) Provided by Financing Activities                       |   | 138,839     |   |   | 140,889     |   |   | 491,664     |  
|                                                                                 |   |             |   |   |             |   |   |             |  
|Effect of exchange
      rate changes on cash                                    |   | 4,114       |   |   | 2,314       |   |   | 5,921       |  
|                                                                                 |   |             |   |   |             |   |   |             |  
|Increase (Decrease) In Cash                                                      |   | (36,986     | ) |   | (13,236     | ) |   | 6,508       |  
|                                                                                 |   |             |   |   |             |   |   |             |  
|Cash  Beginning
      of Period                                                 |   | 43,494      |   |   | 56,730      |   |   | -           |  
|                                                                                 |   |             |   |   |             |   |   |             |  
|Cash  End of
      Period                                                       | $ | 6,508       |   | $ | 43,494      |   | $ | 6,508       |  
|Supplemental Disclosures                                                         |   |             |   |   |             |   |   |             |  
|Interest paid                                                                    | $ | 58          |   | $ | -           |   | $ | 421         |  
|Income taxes paid                                                                | $ | -           |   | $ | -           |   | $ | -           |  

See notes to financial statements

F-5

---

SGB INTERNATIONAL HOLDINGS INC. 
  (A Development Stage
  Company) 
  Notes to the Financial Statements
  (Expressed in US dollars
  unless otherwise stated) March 31, 2011

|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 ASC 915-10-05,
      Development Stage Entity. The Company is still devoting substantially
      all of its efforts on establishing the business and its planned principal
      operations have not commenced. All losses accumulated, since inception,
      have been considered as part of the Companys development stage
      activities. During the third quarter of 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, 2011, the Company has working capital deficit
      of $139,426 and accumulated losses of $578,241 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Summary of Significant Accounting
      Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-6

---

| | d) | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | ASC 220 , Reporting Comprehensive Income,
      establishes standards for the reporting and display of comprehensive loss
      and its components in the financial statements. As at March 31, 2011, the
      Companys component of comprehensive loss consisted of loss from
      operations and foreign currency translation adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | e) | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The Company considers all highly liquid instruments with
      maturity of three months or less at the time of issuance to be cash
      equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | f) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | Property and equipment consists of computer hardware, is
      recorded at cost, and is depreciated on a straight line basis over an
      estimated useful life of three years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | g) | Website Development Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The Company recognizes the costs associated with
      developing a website in accordance with the American Institute of
      Certified Public Accountants (AICPA) Statement of Position (SOP) No.
      98-1, Accounting for the Costs of Computer Software Developed or
        Obtained for Internal Use. The Company also follows the guidance
      pursuant to the Emerging Issues Task Force (EITF) No. 00-2, Accounting
        for Website Development Costs for website development costs incurred.
      The Company capitalizes website development costs that meet the
      capitalization criteria contained in SOP No. 98-1 unless recoverability of
      costs is not assured. To date the Company has charged all website
      development costs to operations.                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | h) | Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | In accordance with ASC 360 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | i) | Financial Instruments and Fair Value Measures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | ASC 820 Fair Value Measurementsrequires an
      entity to maximize the use of observable inputs and minimize the use of
      unobservable inputs when measuring fair value. ASC 820 establishes a fair
      value hierarchy based on the level of independent, objective evidence
      surrounding the inputs used to measure fair value. A financial
      instruments categorization within the fair value hierarchy is based upon
      the lowest level of input that is significant to the fair value
      measurement. ASC 820 prioritizes the inputs into three levels that may be
      used to measure fair value:                                                                                                                                                                                                                                                                                                                                                                      

Level 1 applies to assets or
  liabilities for which there are quoted prices in active markets for identical
  assets or liabilities.

Level 2

Level 2 applies to assets or
  liabilities for which there are inputs other than quoted prices that are
  observable for the asset or liability such as quoted prices for similar assets
  or liabilities in active markets; quoted prices for identical assets or
  liabilities in markets with insufficient volume or infrequent transactions (less
  active markets); or model-derived valuations in which significant inputs are
  observable or can be derived principally from, or corroborated by, observable
  market data.

Level 3

Level 3 applies to assets or
  liabilities for which there are unobservable inputs to the valuation methodology
  that are significant to the measurement of the fair value of the assets or
  liabilities.

F-7

---

| |    | Our financial instruments consist principally of cash,
      accounts receivable, accrued liabilities, accounts payable, and amounts
      due to a related party. Pursuant to ASC 820, the fair value of our cash
      equivalents is determined based on Level 1 inputs, which consist of
      quoted prices in active markets for identical assets. We believe that the
      recorded values of all of our other financial instruments approximate
      their current fair values because of their nature and respective maturity
      dates or durations.                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Companys operations are in Canada and China which
      results in exposure to market risks from changes in foreign currency
      rates. The financial risk is the risk to the Companys operations that
      arise from fluctuations in foreign exchange rates and the degree of
      volatility of these rates. Currently, the Company does not use derivative
      instruments to reduce its exposure to foreign currency risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | j) | 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 ASC 740 Accounting for Income Taxes as of its
      inception. Pursuant to ASC 740 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.                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | k) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Companys functional currency is the Canadian dollar.
      The financial statements are translated to United States dollars in
      accordance with ASC 830 Foreign Currency Translationusing
      period-end rates of exchange for assets and liabilities, and average rates
      of exchange for the year for revenues and expenses. Translation gains
      (losses) are recorded in accumulated other comprehensive income (loss) as
      a component of stockholders equity (deficit). Gains and losses arising on
      translation or settlement of foreign currency denominated transactions or
      balances are included in the determination of income. Foreign currency
      transactions are primarily undertaken in United States dollars. The
      Company has not, to the date of these financial statements, entered into
      derivative instruments to offset the impact of foreign currency
      fluctuations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | l) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Company records stock-based compensation in
      accordance with ASC 718 Share Based Payments, using the fair
      value method. The Company has not issued any stock options and has had no
      unvested share based payments since inception.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | m) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Company does not expect the adoption of recently
      issued accounting pronouncements to have a significant impact on the
      Company's results of operations, financial position, or cash
      flow.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|3. | Accrued Liabilities                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                      
|   | Accrued liabilities as at March 31, 2011, consist of $
      6,276 bill payable.                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                      
|4. | Related Party Transactions                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                      
|   | To year ended March 31, 2011, the significant
      shareholder, SGB C&C Investment Ltd. loaned the Company $149,608
      (CDN$145,053) for expenses and management fee to be incurred by the
      Company. The amount is non-interest bearing, unsecured, and due on
      demand.

|5. | Common Stock                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                
|   | Company is authorized to issue no-par unlimited shares
      and has 24,502,445 and 22,820,445 shares issued and outstanding as of
      March 31, 2011 and 2010, respectively.

| | a) | On February 23 and January 31 2011, Can-us International
      Capital Group Inc. exercised 782,000 and 900,000 common shares at the
      price of CDN$ 0.10 per share, respectively, pursuant to Section 2.2 of SGB
      International Holdings Inc.s 2010 Stock Option Plan and Section 1(b) of
      that certain Stock Option Agreement.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                
| | b) | On March 4, 2009, the Company approved a 4.5 for one
      forward stock split of the issued and outstanding common stock. As a
      result, the 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 with no par value.                     
| |    |                                                                                                                                                                                                                                                                                                                                                
| | c) | On March 3, 2009, the Company created a new class of
      preferred stock. As a result, the authorized capital consists of an
      unlimited amount of common stock without par value and an unlimited amount
      of preferred stock without par value. The Company has not issued any
      preferred stock.                              

F-8

---

| | d) | On November 12, 2008, the Company entered into a
      subscription agreement with the significant shareholder, SGB C &C
      Investment Ltd. for the sale of 6,750,000 split-adjusted common shares for
      gross proceeds of $121,245 (CDN$150,000). Subsequent to the sale, SGB C
      &C Investment Ltd. owns 18,607,500 split- adjusted common shares which
      represent 81.54% of the issued and outstanding shares of the
      Company
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | e) | On November 12, 2008, the former President of the Company
      voluntarily returned 6,750,000 split-adjusted common shares to the Company
      for cancellation                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | f) | 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.                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | g) | On April 8, 2008, three shareholders returned for
      cancellation an aggregate of 5,400,000 split adjusted shares of common
      stock to treasury for no consideration.                                                                                                                                                                                                                                                                         

|7. | Commitments and Contingencies                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                  
|   | On January 1, 2010 the Company entered into a service
      agreement with Xin Lenny LI, the director of the Company. Pursuant to this
      agreement, the Company agreed to accrue CDN$1,000 monthly as director
      fee.                                                                    
|   |                                                                                                                                                                                                                                                                                                  
|   | On January 15, 2009 the Company entered into a service
      agreement with SGB C&C Investment Ltd. a related party. Pursuant to
      this agreement, the Company agreed to pay CDN$ 24,000 quarterly.                                                                                          
|   |                                                                                                                                                                                                                                                                                                  
|   | On April 3, 2009, the Company entered into a rental
      agreement for office premises with an unrelated party. Pursuant to this
      agreement, the Company agreed to pay CDN$ 757.14 per month.                                                                                              
|   |                                                                                                                                                                                                                                                                                                  
|8. | 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 ASC 740, 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
      
      40,636
      
      
      20292010
      
      154,839
      
      
      20302011
      
      170,418
      
      
      2031$
      503,802


Pursuant to ASC 740, 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 34% is:

2011
      
      
      2010$
      
      
      $Income tax benefit computed at statutory
        rates
      
      58,109
      
      
      54,293Permanent differences
      
      -
      
      
      -Temporary differences
      
      (281
      )
      
      (42
      )Unrecognized tax
        losses
      
      (57,828
      )
      
      (54,251
      )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:

2011
      
      
      2010$
      
      
      $Deferred income tax assetsNet losses carried forward
      
      170,418
      
      
      111,859Other
      
      
      
      
      424Valuation
        allowanceNet deferred income tax asset
      
      (170,418
      )
      
      (112,283
      )


F-9

---

|12. | Subsequent events
|--- | -----------------

On May 11, 2011, we completed a reverse
  acquisition transaction with the shareholders of Dragon International Resources
  Group Co., Limited pursuant to which we acquired 100% of the issued and
  outstanding capital stock of Dragon International Resources Group Co, Limited.
  in exchange for an aggregate of 220,522,000 common shares of our company, which
  constituted 90% of our issued and outstanding capital stock on a fully-diluted
  basis as of and immediately after the consummation of the reverse acquisition.

Dragon International was incorporated
  in the Hong Kong on October 5, 2010, and is a holding company for Yongding
  Shangzhai. Yongding Shangzhai was incorporated in the Peoples Republic of China
  on August 4, 2005.

As a result of the reverse acquisition,
  we have assumed the business and operations of Yongding Shangzhai Coal Mine Co.,
  Ltd., a wholly-owned subsidiary of Dragon International Resources Group Co.,
  Limited. Yongding Shangzhai Coal Mine Co., Ltd. is a company engaged in coal
  production and sales by exploring, developing and mining coal properties.
  Yongding Shangzhai Coal Mine Co., Ltd. owns and operates a coal mine, located at
  Shangzhai Village, Yongding County, Longyan City of Fujian Province, Peoples
  Republic of China.

Management has evaluated subsequent
  events up the date the financial statements were available for issuance and
  determined there is no subsequent event to disclose except May 11, 2011 share
  exchange aforementioned.

F-10

---

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL MATTERS

On July 31, 2009, we dismissed Manning Elliott LLP as our
principal independent accountant, and on July 31, 2009, we engaged Stan Jeong-Ha
Lee as our principal independent accountant. The decision to dismiss Manning
Elliott and to appoint Stan Lee was recommended by our board of directors.

Manning Elliotts report on our financial statements for either
of the two previous fiscal years ended March 31, 2009 and 2008 did not contain
an adverse opinion or disclaimer of opinion, or qualification or modification as
to uncertainty, audit scope, or accounting principles, except that such report
on our financial statements contained an explanatory paragraph in respect to the
substantial doubt about our ability to continue as a going concern.

During our two previous fiscal years ended March 31, 2009 and
2008 and in the subsequent interim period through the date of resignation, there
were no disagreements, resolved or not, with Manning Elliott on any matter of
accounting principles or practices, financial statement disclosure, or audit
scope and procedures, which disagreement(s), if not resolved to the satisfaction
of Manning Elliott, would have caused Manning Elliott to make reference to the
subject matter of the disagreement(s) in connection with its report.

During our two pervious fiscal years ended March 31, 2009 and
2008 and in the subsequent interim period through the date of resignation, there
were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided Manning Elliott with a copy of our Current Report
on Form 8-K prior to its filing with the Securities and Exchange Commission, and
requested that it furnish us with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made in that
Current Report on Form 8-K, and if not, stating the respects with which it does
not agree. A copy of the letter provided from Manning Elliott is filed as an
exhibit to that Current Report on Form 8-K.

During our two previous fiscal years ended March 31, 2009 and
2008 and in the subsequent interim period through the date of appointment, we
have not consulted with Stan Lee regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements, nor has
Stan Lee provided to us a written report or oral advice that Stan Lee concluded
was an important factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue. In addition, during such
periods, we have not consulted with Stan Lee regarding any matter that was
either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the
related instructions) or a reportable event (as described in Item 304(a)(1)(v)
of Regulation S-K).

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 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
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 and principal financial 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 not effective.

9

---

Internal control over financial reporting

Management's annual 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,
2011. 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, 2011 due to material
weaknesses in our internal control over financial reporting as follows:

- lack of segregation of duties; and
- inadequate security.

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.

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, 2011 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

ITEM 9B OTHER INFORMATION

None

10

---

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

Our directors and executive officers, their age, positions
held, and duration of such, are as follows:

Name
    Position Held with our
      Company
    Age
    Date First Elected or AppointedLongwen Lin
    Chairperson, President and
      Director
    50
    May 11, 2011Xin Li
    Chief Executive Officer and
      Director
    51
    September 9, 2008Peifeng Huang
    Director
    33
    May 11, 2011Thomas Tze Khern Yeo
    Chief Financial Officer and
      Corporate Secretary
    38
    May 11, 2011


Family Relationships

There are no family relationships between any director or
executive officer.

Business Experience

Longwen Lin

Mr. Lin served as the president of Jindong Metal Industry Co.,
Ltd from 1995 to 2005 and has been a coal mining consultant for the Company and
assisting in building up the Company from a bare land to fully operational
mining company since 2006. Mr. Lin graduated from Fujian Geosciences University
with a degree in Metal Casting.

Mr. Lin has been our Chairperson, President, and director since
May 11, 2011 after the reverse acquisition of Dragon International.

We believe Mr. Lin is qualified to serve on our board of
directors because of his knowledge of our current operations in addition to his
education and business experiences described above.

Xin Li

Mr. Li has been a director of our company since September 9,
2008 and Chief Executive Officer since January 14, 2009. Mr. Li served as our
President from September 9, 2008 to May 11, 2011 and our Chief Financial Officer
from January 14, 2009 to May 11, 2011. Mr. Li also served as our Secretary from
September 9, 2008 to January 14, 2009.

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

We believe Mr. Li is qualified to serve on our board of
directors because of his knowledge of our companys history and operations in
addition to his business experiences described above.

Peifeng Huang

Mr Huang has served as a production manager of Tong Duan Ping
Coal Mine in Fujian Province from 1997 to 2005 and has served as coal mine
production director of Yongding Shangzhai since 2006. Mr. Huang graduated from
Fujian Coal University with a degree in coal mining.

Mr. Huang has been our director since May 11, 2011 after the
reverse acquisition of Dragon International.

11

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We believe Mr. Huang is qualified to serve on our board of
directors because of his knowledge of our current operations in addition to his
education and business experiences described above.

Thomas Tze Khern Yeo, Chief Financial Officer and Corporate
Secretary

Mr. Yeo has been our Chief Financial Officer and Corporate
Secretary since May 11, 2011 after the reverse acquisition of Dragon
International.

Mr Yeo is also the Chief Financial Officer and Company
Secretary of a Singapore Main Board listed company, Sunshine Holdings Limited
since 2009. Mr Yeo has served as an executive management staff of PKF Accounting
Firm in Shanghai from 2007 to 2008, a senior manager of Lehman Brown Accounting
firm in Shanghai from 2006 to 2007 and served as a audit manager in Ernst and
Young Beijing Office and Singapore office from 1999 to 2006. Mr Yeo has years of
working experience in accounting and financial management in private held and
public-listed companies and also as an auditor in a big-four audit firm. Mr Yeo
is non-practicing member of CPA Singapore, Australia and Hong Kong with a Master
in Practicing Accounting from Monash University Australia. Mr. Yeo has been our
Chief Financial Officer and Corporate Secretary since May 11, 2011 after the
reverse acquisition of Dragon International.

Term of Office

Our directors cease to hold office immediately before their
election at an annual general meeting or their appointment by the unanimous
resolution of our shareholders, but are eligible for re-election or
re-appointment. Notwithstanding the foregoing, our directors hold office until
their successors are elected or appointed, or until their deaths, resignations
or removals. Our officers hold office at the discretion of our board of
directors, or until their deaths, resignations or removals.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in
any of the following events during the past ten 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;                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 5. | being the subject of, or a party to, any federal or state
      judicial or administrative order, judgment, decree, or finding, not
      subsequently reversed, suspended or vacated, relating to an alleged
      violation of: (i) any federal or state securities or commodities law or
      regulation; or (ii) any law or regulation respecting financial
      institutions or insurance companies including, but not limited to, a
      temporary or permanent injunction, order of disgorgement or restitution,
      civil money penalty or temporary or permanent cease- and-desist order, or
      removal or prohibition order; or (iii) any law or regulation prohibiting
      mail or wire fraud or fraud in connection with any business entity;
    or
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 6. | being the subject of, or a party to, any sanction or
      order, not subsequently reversed, suspended or vacated, of any
      self-regulatory organization (as defined in Section 3(a)(26) of the
      Securities Exchange Act of 1934), any registered entity (as defined in
      Section 1(a)(29) of the Commodity Exchange Act), or any equivalent
      exchange, association, entity or organization that has disciplinary
      authority over its members or persons associated with a
  member.                                                                                                                                                                                                                                                               

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Compliance with section 16(a) of the Exchange Act

Because we are a foreign private issuer as defined under Rule
3b-4 promulgated under the Securities Exchange Act of 1934, our executive
officers and directors and persons who own more than 10% of our common stock are
not required to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission.

Code of Ethics

We have not adopted a code of ethics because our board of
directors believes that our small size does not merit the expense of preparing,
adopting and administering a code of ethics. Our board of directors intends to
adopt a code of ethics when circumstances warrant.

Corporate Governance

Nominating or Compensation Committees

We currently do not have nominating or compensation committees
or committees performing similar functions nor do we have a written nominating
or compensation committee charter. Our board of directors does not believe that
it is necessary to have such committees because it believes that the functions
of such committees can be adequately performed by our board of directors.

We do not have any defined policy or procedure requirements for
shareholders to submit recommendations or nominations for directors. We do not
currently have any specific or minimum criteria for the election of nominees to
our board of directors and we do not have any specific process or procedure for
evaluating such nominees. Our board of directors assesses all candidates,
whether submitted by management or shareholders, and makes recommendations for
election or appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request to 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
407(d)(5)(ii) of Regulation S-K.

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 since inception to the end of fiscal year ended March 31, 2011.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended March 31, 2011; and

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- 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 most recently completed financial year,

who we will collectively refer to as the named executive
officers, for our years ended March 31, 2011 and 2010 are set out in the
following summary compensation table:

Name and Principal
      Position
    Year
      Salary ($)
      Bonus ($)
      Stock Awards($)
      Option**Awards**($)
      NonEquity **Incentive
      Plan****Compensation** ($)
      Nonqualified Deferred
      **Compensation** Earnings ($)
      All Other
      Compensation ($)
      Total ($)Xin Li(1)CEO and Director and
      former President and CFO
    2011 2010
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      7,886(2)
        7,757(2)
      7,886 
        7,757Stuart Wooldridge (3)former Secretary
      and Director
    2011 2010
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil


(1)On May 11, 2011, Mr. Li resigned as our
President and Chief Financial Officer in connection with a reverse acquisition
of Dragon International Resources Group Co., Limited. Mr. Li remains a director
and Chief Executive Officer of our company.(2)For the year ended
March 31, 2010, our company incurred management service fees totalling $96,000
to SGB C&C Investment Ltd. and for the year ended March 31, 2011, our
company incurred management service fees totalling $97,594 to SGB C&C
Investment Ltd. Mr. Li is a 8.08% owner of SGB C&C Investment Ltd.
(3)Mr. Wooldridge resigned as a director and officer on May 12,
2011.

Employment Agreements

We have not entered into any employment agreement or consulting
agreement with our directors and executive officers.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide
retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in
Control Arrangements

We have no contract, agreement, plan or arrangement, whether
written or unwritten, that provides for payments to our directors or executive
officers at, following, or in connection with the resignation, retirement or
other termination of our directors or executive officers, or a change in control
of our company or a change in our directors or executive officers
responsibilities following a change in control.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer
certain information concerning the outstanding equity awards as of March 31,
2011.

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Name
      Option awards
      Stock awardsNumber of
        securities underlying unexercisedoptions (#) exercisable
      Number of
        securities underlying **unexercised**options (#) **unexercisable**
      Equity incentive
        plan awards: Number of securities
        underlying **unexercised**unearned
        options (#)
      **Option** exercise price ($)
      Option expiration date
      Number of
        sharesor units of stock that
        have notvested (#)
      Market**value
        of** shares ofunits of stock that
        **have not** vested($)
      Equity incentiveplan awards:Numberof **unearned** shares, **units
        or** other rights **that have****not vested**(#)
      Equity incentive
        plan **awards:** Market **or payout** **value of** unearned
        **shares,** units or other rights that **have not** **vested**
        ($)Xin Li
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilStuart Wooldridge
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


Compensation of Directors

The table below shows the compensation of our directors who are
not our named executive officers for our fiscal year ended March 31, 2011:

Name
    Fees earned or paid
      in cash ($)
    Stock awards
      ($)
    Option awards
      ($)
    Non-equity incentive
      plan compensation ($)
    Nonqualified deferred
      compensation earnings ($)
    All other
      compensation ($)
    Total ($)Jun Huang (1)
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil


(1)Mr. Huang decided not to run for re-election as
a director at our annual and special meeting of shareholders held on November
30, 2010 and as a result, he ceased being a director following the meeting.

We have no formal plan for compensating our directors for their
services in their capacity as directors. Our 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.

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

The following table sets forth, as of June 28, 2011 certain
information with respect to the beneficial ownership of our common shares by
each stockholder known by us to be the beneficial owner of more than 5% of our
common shares, by each of our directors, our named executive officers, and
executive officers, and by our directors and executive officers as a group. We
have determined the number and percentage of shares beneficially owned by such
person in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.
This information does not necessarily indicate beneficial ownership for any
other purpose.

Name and Address of Beneficial Owner
      Title of Class
      Amount and Nature of Beneficial
        Ownership
      Percentage of Class(1)Longwen Lin 
        Jinhuai Middle Street, Hong Hua 
        Yuan Block 1 Unit 907 
        Fengze District, Quanzhou City,
      Common Shares
      198,469,800
      Direct
      81%


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Fujian Province 
        PRC China 362300 
        Xin Li 
        909-6081 No. 3 Road 
        Richmond, BC Canada V6Y 2B2
      Common Shares
      1,346,215
      Indirect (2)
      *Thomas Tze Khern Yeo 
        Blk 215, Pasir Ris Street 21, 
        #05-270 
        Singapore 510215
      Common Shares
      2,205,220
      Direct
      *Peifeng Huang 
        Jinhuai Middle Street, Hong Hua 
        Yuan Block 1 Unit 907 
        Fengze District, Quanzhou City, 
        Fujian Province 
        PRC China 362300
      Common Shares
      Nil
      N/A
      NilDirectors and Executive Officers as 
        a Group (4 persons)
      Common Shares
      202,021,235
      82.45%


*Less than 1%.(1)
Percentage of ownership is based on 245,024.446 shares of our common shares
issued and outstanding as of June 28, 2011. Except as otherwise indicated, we
believe that the beneficial owners of the common shares listed above, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Common shares subject to options or warrants
currently exercisable or exercisable within 60 days, are deemed outstanding for
purposes of computing the percentage ownership of the person holding such option
or warrants, but are not deemed outstanding for purposes of computing the
percentage ownership of any other person. (2) Mr. Xin Li owns
8.08% of SGB C&C Investment Ltd., a British Columbia company which owns
11,685,833 shares and he also owns 50% of Can-US International Capital Group
Inc. which owns 804,000 shares.

Changes in Control

We are unaware of any arrangement the operation of which may at
a subsequent date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

Transactions with Related Persons

Other than as disclosed below, there has been no transaction,
since April 1, 2009, or currently proposed transaction, in which our company was
or is to be a participant and the amount involved exceeds the lesser of $120,000
or one percent of the average of our total assets at year end for the last two
completed fiscal years, and in which any of the following persons had or will
have a direct or indirect material interest:

| | (i)   | Any director or executive officer of our
  company;                                                                                                                                                                                                                                                                                                             
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)  | Any beneficial owner of shares carrying more than 5% of
      the voting rights attached to our outstanding common shares;                                                                                                                                                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | Any person who acquired control of our company when it
      was a shell company or any person that is part of a group, consisting of
      two or more persons that agreed to act together for the purpose of
      acquiring, holding, voting or disposing of our common shares, that
      acquired control of our company when it was a shell company;
  and

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| | (iv) | Any immediate family member (including spouse, parents,
      children, siblings and in-laws) of any of the foregoing
  persons.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------

On December 31, 2009, Xin Li agreed to convert the accrued
director fee of $8,269 owed by us for the period of May to June 2009 to
shareholders loan. And, Xin Li voluntarily waived the director fee of this
quarterly from October to December 2009. On June 30, 2010, Xin Li agreed to
convert the accrued director fee of $2,918 for the period from April 1 to June
30, 2010 owed by us to shareholders loan.

From April 1, 2009 to June 30, 2010, we incurred quarterly
management fee for the total of $150,032 to SGB C&C Investment Ltd., a
holder of 11,685,833 common shares of our company, representing approximately
51.2% of our issued and outstanding common shares as of October 26, 2010.

On January 1, 2010 we entered into a service agreement with Xin
Li. Pursuant to this agreement, we agreed to accrue $984 (CDN$1,000) monthly as
director fee. On March 31, 2010, Mr. Li agreed to convert the accrued director
fee of $2,952 for the period from January 1 to March 31, 2010 and the accrued
director fee of $12,403 for the period from July 1 to September 30, 2009 owed by
us to shareholders loan.

During the year ended March 31, 2010 and the three month period
ended June 30, 2010, SGB C&C Investment Ltd. loaned us $181,905
(CDN$193,661) for expenses and management fee to be incurred by us. The amount
is non-interest bearing, unsecured, and due on demand.

On May 11, 2011, we acquired Dragon International Resources
Group Co., Limited pursuant to a share exchange agreement dated April 12, 2011
made by and between SGB International Holdings Inc., Dragon International, the
shareholders of Dragon International, and Yongding Shangzhai Coal Mine Co., Ltd.
Pursuant to the terms of the share exchange agreement, we acquired all of the
outstanding capital stock and ownership interests of Dragon International from
its shareholders in exchange for an aggregate of 220,522,000 common shares of
our company. Longwen Lin, who became our President and director in connection
with this transaction received 198,469,800 common shares of our company, while
Thomas Tze Khern Yeon, who became our Chief Financial Officer and Corporate
Secretary in connection with this transaction received 2,205,220 common shares
of our company.

Director Independence

We currently act with three directors consisting of Longwen
Lin, Xin Li, and Peifeng Huang. Our common shares are quoted on the OTC Bulletin
Board operated by FINRA (the Financial Industry Regulatory Authority), which
does not impose any director independence requirements. Under NASDAQ rule
5605(a)(2), a director is not independent if he or she is also an executive
officer or employee of the corporation or was, at any time during the past three
years, employed by the corporation. Using this definition of independent
director, only Peifeng Huang is independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The following table sets forth the fees billed to our company
for the years ended March 31, 2011 and 2010 for professional services rendered
by Stan Jeong-Ha Lee, our independent registered public accounting firm since
July 31, 2009.

Year Ended March 31,2011
      
      
      2010Audit Fees and Audit Related Fees
      $
      12,000
      
      
      12,000Tax Fees
      
      Nil
      
      
      NilAll Other Fees
      
      Nil
      
      
      NilTotal
      $
      12,000
      
      
      12,000


17

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The following table sets forth the fees billed to our company
for the years ended March 31, 2011 and 2010 for professional services rendered
by Manning Elliott LLP, our previous independent registered public accounting
firm until July 31, 2009.

Year Ended March 31,2011
      
      
      2010Audit Fees and Audit Related Fees
      $
      Nil
      
      
      NilTax Fees
      
      Nil
      
      
      NilAll Other Fees
      
      Nil
      
      
      NilTotal
      $
      Nil
      
      
      Nil


Pre-Approval Policies and Procedures

Our 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 before the respective services were rendered.

Our board of directors has considered the nature and amount of
fees billed by Stan Jeong-Ha Lee or Manning Elliott LLP and believes that the
provision of services for activities unrelated to the audit is compatible with
maintaining their respective independence.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit Number
      Description2.1
      Share Exchange Agreement dated
          April 12, 2011 with Dragon International Resources Group. Co., Limited,
          its shareholders, and Yongding Shangzhai Coal Mine Co., Ltd. (incorporated
          by reference to an exhibit attached to our current report on Form 8-K
          filed on April 29, 2011)3.1
      Articles of Incorporation (incorporated
          by reference to 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 (incorporated by reference to 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. (incorporated by
          reference to an exhibit to our current report on Form 8-K filed on March
          5, 2009)16.1
      Letter from Manning Elliott
          LLP dated July 31, 2009 (incorporated by reference to an exhibit attached
          as to our current report on Form 8-K filed on August 8, 2009)21.1*
      List
          of Subsidiaries31.1*
      Certification
          of the CEO pursuant to Rule 13a-14(a) under the Securities Exchange
          Act of 193431.2*
      Certification
          of the CFO pursuant to Rule 13a-14(a) under the Securities Exchange
          Act of 193432.1*
      Certification
          of the CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
          Section 906 of the Sarbanes-Oxley Act of 200232.2*
      Certification
          of the CFO 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
LiChief Executive Officer and Director(Principal Executive Officer)

Date: June 29, 2011

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
LiChief Executive Officer and Director(Principal Executive Officer)

Date: June 29, 2011

By: /s/ Thomas
Tze Khern Yeo______________________________________________Thomas
Tze Khern YeoChief Financial Officer and Corporate Secretary(Principal
Financial Officer and Principal Accounting Officer) 
Date: June 29, 2011

By:/s/ Longwen
Lin______________________________________________Longwen
LinChairperson, President and Director
Date: June 29, 2011

By: /s/ Peifeng
Huang______________________________________________Peifeng
HuangDirector 
  Date: June 29, 2011

19

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