---

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, 2010

or

[   ] 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.)

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

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

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]

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

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

---

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.
Yes [   ]    No [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 [X]    No
[   ]

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

8,314,167 shares of common stock at a price of $0.16 per share
for an aggregate market value of $1,330,267.1

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

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

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
22,820,446 shares of common stock are issued and outstanding as of July 12,
2010.

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                                                                                         | 5 
|ITEM
      2. PROPERTIES                                                                                                         | 5 
|ITEM
      3. LEGAL PROCEEDINGS                                                                                                  | 5 
|ITEM
      4. [REMOVED AND RESERVED]                                                                                             | 5 
|PART
      II                                                                                                                    | 6 
|ITEM
      5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES | 6 
|ITEM
      6 SELECTED FINANCIAL DATA                                                                                             | 7 
|ITEM
      7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION                          | 7 
|ITEM
      7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         | 10
|ITEM
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 10
|Stan
      J.H. Lee, CPA                                                                                                         | 11
|ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL MATTERS                            | 11
|ITEM
      9A(T). CONTROLS AND PROCEDURES                                                                                        | 11
|ITEM
      9B OTHER INFORMATION                                                                                                  | 13
|PART
      III                                                                                                                   | 13
|ITEM
      10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 13
|ITEM
      11. EXECUTIVE COMPENSATION                                                                                            | 15
|ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS.             | 17
|ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                                   | 18
|ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                            | 19
|PART
      IV                                                                                                                    | 20
|ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                          | 20
|SIGNATURES                                                                                                                       | 21

iii

---

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,
expects, plans, intends anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in
section 1A entitled Risk Factors on page 2, that may cause our or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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

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

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

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

Corporate Overview

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

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

| | 1. | we changed our name from Orca International Language
      Schools Inc. to SGB International Holdings Inc. and                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                         
| | 2. | we created a new class of preferred stock. As a result,
      our authorized capital consists of an unlimited amount of common stock
      without par value and an unlimited amount of preferred stock without par
      value. We have not issued any preferred stock.

Pursuant to the Special Resolutions approved by the
shareholders at our Annual and Special General Meeting held on January 14, 2009,
we effected on March 4, 2009, a 4.5 for one forward stock split of our issued
and outstanding common stock.

1

---

Our Business

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

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

We did not incur expenditures in research and development over
the last fiscal year.

Employees

At present, we have no employees, other than our directors and
officers, who devote their time as required to our business operations. Our
President does not have an employment agreement with us. We have 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.
We presently do not have pension, health, annuity, insurance, stock options,
profit sharing or similar benefit plans; however, may adopt such plans in the
future. There are presently no personal benefits available to any officers or
directors.

Subsidiaries

We do not have any subsidiaries.

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

ITEM 1A. RISK FACTORS

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

Risks Associated with our Company

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

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

2

---

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

We have not generated any revenues since our date of inception
and we will continue to incur operating expenses without revenues until we
acquire school(s) as clients, commence our business and finally, achieve a
profitable level of operations. Our net loss since inception to March 31, 2010
was $408,340. We had cash in the amount of $43,494 as of March 31, 2010. We
currently do not have any operations and we have no income. We estimate our
average monthly operating expenses to be approximately $13,000 each month. We
cannot provide assurances that we will be able to successfully develop our
business. These circumstances raise substantial doubt about our ability to
continue as a going concern as described in an explanatory paragraph to our
independent auditors report on our audited financial statements, dated June 22,
2010. If we are unable to continue as a going concern, investors will likely
lose all of their investments in our company.

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

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

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

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

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

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

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

Our directors and executive officers are involved in other
business activities. Xin Li, our President, Chief Executive Officer, Chief
Financial Officer and Director spends approximately 20 hours, or 50%, of his
business time on the management of our company and our other director, Stuart
Wooldridge, spends approximately 10 hours, or 20%, of his business time on the
management of our company. As a result of their other business endeavors, they
may not be able to devote sufficient time to our business affairs, which may
negatively affect our ability to conduct our ongoing operations and our ability
to generate revenues. In addition, the management of our company may be
periodically interrupted or delayed as a result of their other business
interests.

3

---

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

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

Risks Associated with Our Common Stock

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

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

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

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

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

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

4

---

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

Executive Offices and Address for Service

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

Our address for service is our registered and records office,
which is located at 800-885 West Georgia Street, Vancouver BC Canada, V6C
3H1.

Properties

We do not currently 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.

ITEM 4. [REMOVED AND RESERVED]

5

---

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 shares of common stock
made through the facilities of the OTC Bulletin Board for each quarterly period
within the two most recent fiscal years.

Transfer Agent

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

Holders of Common Stock

As of June 28, 2010, there were 42 holders of record of our
common stock. As of such date, 22,820,446 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

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

Securities authorized for issuance under equity
compensation plans.

As at March 31, 2010, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our principal executive officer or two other most highly compensated
executive officers.

|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                                                                                                     | Nil                                                                                     | Nil                                                                                                                                                          
|Equity compensation plans not approved by security holders | Nil                                                                                                     | Nil                                                                                     | Nil                                                                                                                                                          
|Total                                                      | Nil                                                                                                     | Nil                                                                                     | Nil                                                                                                                                                          

6

---

Purchases of Equity Securities by the Issuer and
Affiliated Purchasers

The following table is a summary of purchases made by or on
behalf of our company or any affiliated purchaser, of shares or other units of
any class of the our equity securities that is registered by the issuer pursuant
to section 12 of the Exchange Act.

|       | (a)                                               | (b)                                          | (c)                                                                                                     | (d)                                                                                                                                      
|------ | ------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|Period | Total number of
      shares (or units) purchased | Average price paid
      per share (or unit) | Total number of shares
      (or units) purchased as part of publicly
      announced plans or programs | Maximum number (or
      approximate dollar value) of shares (or units)
      that may yet be purchased under the plans
      or programs
|None   |                                                   |                                              |                                                                                                         |                                                                                                                                          

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. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this annual report on Form 10-K.

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

Overview

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

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

Liquidity & Capital Resources

Our financial condition for the12 months ended March 31, 2010
and 2009 and the changes between those periods for the respective items are
summarized as follows:

Working Capital

|                    |   | March 31 |  
|------------------- | - | -------- | -
|                    |   | 2010     |  
|Current Assets      | $ | 43,760   |  
|Current Liabilities |   | 177,493  |  
|Working Capital     | $ | (133,733 | )

7

---

As of March 31, 2010 our working capital decreased
significantly because we have not generated any revenues and we continued to
incur and accrue management service fees. We have incurred recurring losses from
inception. Our ability to meet our financial obligations and commitments is
primarily dependent upon continued financial support of our shareholders,
directors and the continued issuance of equity to new and existing
shareholders.

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

Cash Flows

|                                            |   | Year Ended March 31 |  
|------------------------------------------- | - | ------------------- | -
|                                            |   | 2010                |  
|Net cash (used for) by operating activities | $ | (156,128            | )
|Net cash (used for) investing activities    |   | -                   |  
|Net cash provided by financing activities   |   | 146,849             |  
|Net increase (decrease)
      in cash       | $ | (13,236             | )

Results of Operations

Revenues

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

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

Expenses

Our expenses for the 12 months ended March 31, 2010 and 2009
were as follows:

|                         |   | Year      |  |   | Year      | 
|------------------------ | - | --------- |  | - | --------- | 
|                         |   | Ended     |  |   | Ended     | 
|                         |   | March 31, |  |   | March 31, | 
|                         |   | 2010      |  |   | 2009      | 
|Revenue                  | $ | -         |  | $ | -         | 
|                         |   |           |  |   |           | 
|Expenses:                |   |           |  |   |           | 
|Amortization             |   | 140       |  |   | 645       | 
|Automobile               |   | 247       |  |   | 660       | 
|General & administrative |   | 6,867     |  |   | 4,946     | 
|Interest                 |   | 79        |  |   | 1,060     | 
|Director fee             |   | 22,228    |  |   | -         | 
|Management fees          |   | 88,022    |  |   | 23,949    | 
|Professional fees        |   | 24,763    |  |   | 65,366    | 
|Rent                     |   | 8,331     |  |   | 5,322     | 
|Travel                   |   | 4,040     |  |   | 461       | 
|Total Expenses           |   | 154,717   |  |   | 102,409   | 

In the 12 months ended March 31, 2010 our expenses increased
51.08% relative to the 12 month period ended March 31, 2009 because of increased
amount of management service fees and directors fees paid and incurred.

8

---

Cash Requirements

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

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

|Automobile                   | $ | 1,000   | 
|---------------------------- | - | ------- | 
|Office Expenses              |   | 8,000   | 
|Telephone and Communications |   | 2,000   | 
|Travel                       |   | 5,000   | 
|Accounting                   |   | 20,000  | 
|Legal                        |   | 20,000  | 
|Management Fees              |   | 90,000  | 
|Directors Fees               |   | 24,000  | 
|Total                        | $ | 170,000 | 

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
scale down or perhaps even cease the operation of our business.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated
entities whereby we have financial guarantees or other contingent arrangements
that expose us to material continuing risks, contingent liabilities or any other
obligations that provide financing, liquidity, market risk or credit risk
support to us

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, 2010, we have working capital deficit of $133,733 and accumulated losses of
$407,933 since inception. These factors raise substantial doubt regarding our
ability to continue as a going concern.

Critical Accounting Policies and Estimates

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

9

---

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

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, the Company tests long-lived
assets or asset groups for recoverability when events or changes in
circumstances indicate that their carrying amount may not be recoverable.
Circumstances which could trigger a review include, but are not limited to:
significant decreases in the market price of the asset; significant adverse
changes in the business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating losses combined
with a history of losses or a forecast of continuing losses associated with the
use of the asset; and current expectation that the asset will more likely than
not be sold or disposed significantly before the end of its estimated useful
life.

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

Income Taxes

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

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

10

---

SGB INTERNATIONAL HOLDINGS INC. (Formerly Orca International
Language Schools Inc.) 
  (A Development Stage Company)

March 31, 2010

|                                                              | 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  

11

---

Stan J.H. Lee, CPA

2160 North Central Rd. Suite 203 • Fort Lee • NJ 07024
  
  P.O. Box 436402 • San Ysidro • 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 StockholdersSGB International
Holdings Inc. 
  (A Development Stage Company)

We have audited the accompanying balance sheet of SGB
International Holdings Inc. (the Company) (a development stage enterprise) as
of March 31, 2010 and the related statements of operations, stockholders
deficit and cash flows for the fiscal year then ended and for the period
beginning November 6, 1997 (inception) through March 31, 2010. These financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of SGB International Holdings Inc. as of
March 31, 2009, were audited by other auditors whose report dated June 17, 2009,
expressed an unqualified opinion on those statements. Their report included an
explanatory paragraph regarding going concern.

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, 2010 and the results of its
operations and its cash flows for the fiscal year then ended and for the period
beginning November 6, 1997 (inception) through March 31, 2010. in conformity
with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared
assuming that the Company would continue as a going concern. As discussed in
Note 1 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 22, 2010

F-1

---

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

|                                                                                                           |  |               |   |   | As
      of |  
|---------------------------------------------------------------------------------------------------------- |  | ------------- | - | - | ----------- | -
|                                                                                                           |  |               |   |   | March 31,   |  
|                                                                                                           |  |               |   |   | 2010        |  
|ASSETS:                                                                                                    |  |               |   |   |             |  
|Current Assets                                                                                             |  |               |   |   |             |  
|Cash                                                                                                       |  |               |   | $ | 43,494      |  
|Current assets of discontinued operations                                                                  |  | (Note 9       | ) |   | -           |  
|GST receivable                                                                                             |  |               |   |   | 266         |  
|Total Current Assets                                                                                       |  |               |   |   | 43,760      |  
|Property and Equipment                                                                                     |  | (Note 3       | ) |   | -           |  
|                                                                                                           |  |               |   |   |             |  
|Total Assets                                                                                               |  |               |   | $ | 43,760      |  
|                                                                                                           |  |               |   |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT):                                                            |  |               |   |   |             |  
|Current Liabilities                                                                                        |  |               |   |   |             |  
|Accounts payable                                                                                           |  |               |   | $ | -           |  
|Accrued liabilities                                                                                        |  | (Note 4       | ) |   | 5,951       |  
|Due to related parties                                                                                     |  | (Note 5       | ) |   | 171,542     |  
|Notes payable                                                                                              |  | (Note
      6 | ) |   | -           |  
|Total Liabilities                                                                                          |  |               |   |   | 177,493     |  
|Commitments and Contingencies                                                                              |  | (Note 10      | ) |   |             |  
|Stockholders Equity (Deficit)                                                                             |  |               |   |   |             |  
|Common Stock, Unlimited shares authorized, without par value 
    22,820,445 shares issued and outstanding |  |               |   |   | 198,857     |  
|Donated Capital                                                                                            |  | (Note 5 & 7   | ) |   | 71,435      |  
|Accumulated Other Comprehensive Loss                                                                       |  |               |   |   | 3,908       |  
|Deficit Accumulated During the Development Stage                                                           |  |               |   |   | (407,933    | )
|                                                                                                           |  |               |   |   |             |  
|Total Stockholders Equity (Deficit)                                                                       |  |               |   |   | (133,733    | )
|                                                                                                           |  |               |   |   |             |  
|Total Liabilities and Stockholders Equity (Deficit)                                                       |  |               |   | $ | 43,760      |  

See Notes to Financial Statements

F-2

---

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

|                                          |  |         |   |   |             |   |   |             |   |   | Accumulated   |  
|----------------------------------------- |  | ------- | - | - | ----------- | - | - | ----------- | - | - | ------------- | -
|                                          |  |         |   |   |             |   |   |             |   |   | from          |  
|                                          |  |         |   |   | For the     |   |   | For the     |   |   | Nov 6,1997    |  
|                                          |  |         |   |   | Fiscal Year |   |   | Fiscal Year |   |   | (Date of      |  
|                                          |  |         |   |   | Ended       |   |   | Ended       |   |   | Inception) to |  
|                                          |  |         |   |   | March 31,   |   |   | March 31,   |   |   | March 31,     |  
|                                          |  |         |   |   | 2010        |   |   | 2009        |   |   | 2010          |  
|Revenue                                   |  |         |   | $ | -           |   | $ | -           |   | $ | -             |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Expenses:                                 |  |         |   |   |             |   |   |             |   |   |               |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Amortization                              |  |         |   |   | 140         |   |   | 645         |   |   | 1,994         |  
|Automobile                                |  |         |   |   | 247         |   |   | 660         |   |   | 907           |  
|General and administrative                |  |         |   |   | 6,867       |   |   | 4,946       |   |   | 43,255        |  
|Interest                                  |  |         |   |   | 79          |   |   | 1,060       |   |   | 2,249         |  
|Director fee                              |  | (Note 5 | ) |   | 22,228      |   |   | -           |   |   | 22,228        |  
|Management fees                           |  | (Note 5 | ) |   | 88,022      |   |   | 23,949      |   |   | 126,692       |  
|Professional fees                         |  |         |   |   | 24,763      |   |   | 65,366      |   |   | 143,039       |  
|Rent                                      |  | (Note 8 | ) |   | 8,331       |   |   | 5,322       |   |   | 24,052        |  
|Travel                                    |  |         |   |   | 4,040       |   |   | 461         |   |   | 4,501         |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Total Expenses                            |  |         |   |   | 154,717     |   |   | 102,409     |   |   | 368,917       |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Net Loss from Continuing Operations       |  |         |   |   | (154,717    | ) |   | (102,409    | ) |   | (368,917      | )
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Other Income                              |  |         |   |   |             |   |   |             |   |   |               |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Gain on Disposal of Temporary Investments |  |         |   |   | -           |   |   | -           |   |   | 946           |  
|Forgiveness
      of debt                 |  |         |   |   |             |   |   | 7,095       |   |   | 7,095         |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Net Loss before Discontinued Operations   |  |         |   |   | (154,717    | ) |   | (95,314     | ) |   | (360,876      | )
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Discontinued
      Operations             |  |         |   |   | -           |   |   | (785        | ) |   | (47,058       | )
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Net Loss                                  |  |         |   |   | (154,717    | ) |   | (96,099     | ) |   | (407,933      | )
|Other Comprehensive Income (Loss)         |  |         |   |   |             |   |   |             |   |   |               |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Foreign currency translation adjustment   |  |         |   |   | (5,096      | ) |   | 8,562       |   |   | 3,907         |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Comprehensive Loss                        |  |         |   | $ | (159,813    | ) | $ | (87,537     | ) | $ | (404,026      | )
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Net Loss Per Share  Basic and Diluted    |  |         |   |   | (0.01       | ) |   | (0.00       | ) |   | N/A           |  
|                                          |  |         |   |   |             |   |   |             |   |   |               |  
|Weighted Average Shares Outstanding       |  |         |   |   | 22,820,445  |   |   | 21,210,000  |   |   | N/A           |  

See Notes to Financial Statements

F-3

---

SGB INTERNATIONAL HOLDINGS INC.(Formerly Orca
International Language Schools Inc.)(A Development Stage Company)Statement of Stockholders' Equity (Deficit) (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 - 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$0.10
      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        | ) |  | (4,688   | )
|                                                               |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  |             |   |  |               |   |  |          |  
|Net loss for the year                                          |  | -            |   |  | -       |   |  | -             |  |  | -          |   |  | -       |  |  | (154,717    | ) |  | -             |   |  | (155,124 | )
|                                                               |  |              |   |  |         |   |  |               |  |  |            |   |  |         |  |  |             |   |  |               |   |  |          |  
|Balance - March 31, 2010                                       |  | 22,820,445   |   |  | 198,857 |   |  | -             |  |  | -          |   |  | 71,435  |  |  | (407,933    | ) |  | 3,908         |   |  | (133,733 | )

See Notes to Financial Statements

F-4

---

SGB INTERNATIONAL HOLDINGS INC. (Formerly Orca
International Language Schools 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       |   |   | (Date of       |  
|                                                                                 |   | March 31,   |   |   | March 31,   |   |   | Inception) to  |  
|                                                                                 |   | 2010        |   |   | 2009        |   |   | March 31, 2010 |  
|                                                                                 |   |             |   |   |             |   |   |                |  
|Cash flows from operating activities                                             |   |             |   |   |             |   |   |                |  
|Net loss                                                                         | $ | (154,717    | ) | $ | (96,098     | ) | $ | (407,933       | )
|Adjustment to reconcile net loss to net cash used in
      operating activities: |   |             |   |   |             |   |   |                |  
|Amortization                                                                     |   | 140         |   |   | 645         |   |   | 1,994          |  
|Donated services                                                                 |   |             |   |   | 50,231      |   |   | 66,439         |  
|Forgiven debt                                                                    |   |             |   |   | (7,096      | ) |   | (7,096         | )
|Gain on sale of temporary investment                                             |   |             |   |   | -           |   |   | (946           | )
|Changes in operating assets and
      liabilities:                               |   |             |   |   |             |   |   |                |  
|Prepaid expenses                                                                 |   |             |   |   | -           |   |   | (1,329         | )
|Accounts receivable                                                              |   | 2,730       |   |   | (1,717      | ) |   | 232            |  
|Accounts payable and accrued liabilities                                         |   | (4,592      | ) |   | (2,564      | ) |   | 5,817          |  
|Due to related party                                                             |   |             |   |   | 19,984      |   |   | 32,631         |  
|                                                                                 |   |             |   |   |             |   |   |                |  
|Net Cash (Used for) by Operating Activities                                      |   | (156,439    | ) |   | (36,616     | ) |   | (310,191       | )
|                                                                                 |   |             |   |   |             |   |   |                |  
|Cash flows from investing activities                                             |   |             |   |   |             |   |   |                |  
|Disposal of assets from discontinued operation                                   |   | -           |   |   | -           |   |   | (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                                                      |   |             |   |   | (22,204     | ) |   | 12,867         |  
|Advances from related parties                                                    |   | 140,889     |   |   | (4,510      | ) |   | 217,451        |  
|Proceeds from common stock subscribed                                            |   |             |   |   | 117,785     |   |   | 122,507        |  
|                                                                                 |   |             |   |   |             |   |   |                |  
|Net Cash (Used for) Provided by Financing Activities                             |   | 140,889     |   |   | 91,071      |   |   | 352,825        |  
|                                                                                 |   |             |   |   |             |   |   |                |  
|Effect of exchange rate changes on cash                                          |   | 2,314       |   |   | (1,318      | ) |   | 1,807          |  
|                                                                                 |   |             |   |   |             |   |   |                |  
|Increase (Decrease) In Cash                                                      |   | (13,236     | ) |   | 53,138      |   |   | 43,494         |  
|                                                                                 |   |             |   |   |             |   |   |                |  
|Cash  Beginning of Period                                                       |   | 56,730      |   |   | 3,592       |   |   | -              |  
|                                                                                 |   |             |   |   |             |   |   |                |  
|Cash  End of Period                                                             | $ | 43,494      |   | $ | 56,730      |   | $ | 43,494         |  
|                                                                                 |   |             |   |   |             |   |   |                |  
|Supplemental Disclosures                                                         |   |             |   |   |             |   |   |                |  
|Interest paid                                                                    | $ |             |   | $ | 363         |   | $ | 363            |  
|Income taxes paid                                                                | $ |             |   | $ | -           |   | $ | -              |  

See Notes to Financial Statements

F-5

---

SGB INTERNATIONAL HOLDINGS INC. (Formerly Orca International
Language Schools Inc.)(A Development Stage Company) Notes to the
Financial Statements(Expressed in US dollars unless otherwise stated)
March 31, 2010

|1. | Development Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Orca International Language Schools Inc. (the Company)
      was incorporated in British Columbia, Canada on November 6, 1997. It
      changed its name to SGB International Holdings Company on March 3, 2009.
      The Company is a Development Stage Company, as defined by Statement of
      Financial Accounting Standard (SFAS) No. 7 Accounting and Reporting
      by Development Stage Enterprises. 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, 2010, the Company has working capital deficit
      of $133,733 and accumulated losses of $404,026 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-6

---

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

SFAS No. 157 Fair Value
Measurements requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. SFAS No.
157 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. SFAS No. 157 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.

Our financial instruments consist
principally of cash, accounts receivable, accrued liabilities, accounts payable,
and amounts due to a related party. Pursuant to SFAS No. 157, 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.

F-7

---

| |    | The Companys operations are in Canada and the United
      States, 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 SFAS No. 109 Accounting for Income Taxes as
      of its inception. Pursuant to SFAS No. 109 the Company is required to
      compute tax asset benefits for net operating losses carried forward.
      Potential benefit of net operating losses have not been recognized in
      these financial statements because the Company cannot be assured it is
      more likely than not it will utilize the net operating losses carried
      forward in future years.                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 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 SFAS No. 52 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 SFAS No. 123R 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

On April 1, 2009, the Company
implemented the provisions of ASC 805 Business Combinations (ASC 805) which
provides revised guidance for recognizing and measuring identifiable assets and
goodwill acquired. The standard now requires the assets acquired, liabilities
assumed, and any non-controlling interest to be measured at their fair values as
of the acquisition date. ASC 805 also requires expensing of acquisition related
costs and restructuring costs, and re-measurement of earn out provisions at fair
value. This standard is effective for any of the Companys business combinations
on or after April 1, 2009. The adoption of this standard did not have any effect
on the Companys consolidated financial statements.

On April 1, 2009, the Company
implemented the provisions ASC 820, Fair Value Measurements and Disclosures
(ASC 820). ASC 820 provides a consistent definition of fair value that focuses
on exit price, prioritizes the use of market-based inputs over entity-specific
inputs for measuring fair value and establishes a three-level hierarchy for fair
value measurements. The Provisions of ASC 820, as issued, are effective for the
fiscal years beginning after November 15, 2007. In February 2008, the Financial
Accounting Standards Board, or FASB delayed the effective date for all
non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (that is, at least annually) to fiscal years beginning after November 15,
2008, and interim periods within those fiscal years for items within the scope.
The adoption of this standard did not have any effect on the Companys
consolidated financial statements.

In June 2009, the FASB, issued ASC 105
which is the single source of authoritative nongovernmental U.S. generally
accepted accounting principles, or GAAP, superseding existing FASB, American
Institute of Certified Public Accountants, or AICPA, Emerging Issues Task Force,
or EITF, and related accounting literature. This standard reorganizes the
thousands of GAAP pronouncements into roughly 90 accounting topics and displays
them using a consistent structure. Also included is relevant Securities and
Exchange Commission guidance organized using the same topical structure in
separate sections. This standard was effective for financial statements issued
for reporting periods that end after September 15, 2009. The Company adopted
this standard for the interim period ending September 26, 2009. The adoption of
this standard did not have a material impact on our financial statements,
however, it did change our references to GAAP in our consolidated financial
statements.

In June 2009, the FASB issued
authoritative guidance that eliminates the quantitative approach previously
required for determining the primary beneficiary of a variable interest entity
and requires on-going qualitative reassessments of whether an enterprise is the
primary beneficiary of a variable interest entity. This guidance is effective
for fiscal years beginning after November 15, 2009. The
adoption of this guidance is not anticipated to have a material impact on the
Companys consolidated financial statements.

F-8

---

Effective September 15, 2009, the
Company adopted a new accounting standard that establishes the Financial
Accounting Standards Board (FASB) Accounting Standards Codification (ASC) as
the exclusive reference to be applied in the preparation of financial statements
in conformity with GAAP. Accordingly, all references to legacy guidance issued
under previously recognized authoritative literature have been removed in the
third quarter of fiscal 2009. The Companys adoption of this authoritative
guidance changed how it references GAAP in its disclosures.

In October 2009, the FASB issued
guidance on the accounting for multiple-deliverable revenue arrangements. This
guidance establishes a selling price hierarchy for determining the selling price
of a deliverable; eliminates the residual method of allocation and requires
arrangement consideration be allocated at the inception of the arrangement to
all deliverables using the relative selling price method; and requires a vendor
to determine its best estimate of selling price in a manner consistent with that
used to determine the selling price of the deliverable on a stand-alone basis.
This guidance also expands the required disclosures related to a vendors
multiple-deliverable revenue arrangements. The guidance is effective beginning
February 1, 2011 with early adoption permitted. The Company does not believe the
adoption of this standard will have a material impact on our consolidated
results of operations, financial condition, cash flows, or disclosures.

In October 2009, the FASB issued ASU
No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements (a consensus of the FASB Emerging Issues Task Force), which amends
ASC 605-25, Revenue Recognition: Multiple-Element Arrangements. ASU No.
2009-13 addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting and how to allocate
consideration to each unit of accounting in the arrangement. This ASU replaces
all references to fair value as the measurement criteria with the term selling
price and establishes a hierarchy for determining the selling price of a
deliverable. ASU No. 2009-13 also eliminates the use of the residual value
method for determining the allocation of arrangement consideration.
Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will
become effective for us for revenue arrangements entered into or materially
modified on or after April 1, 2011. Earlier application is permitted with
required transition disclosures based on the period of adoption. We are
currently evaluating the impact of this standard on our consolidated financial
statements.

In October 2009, the FASB issued ASU
No. 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements (a consensus of the FASB Emerging Issues Task Force). ASU No.
2009-14 amends ASC 985-605, Software: Revenue Recognition, such that tangible
products, containing both software and non-software components that function
together to deliver the tangible products essential functionality, are no
longer within the scope of ASC 985-605. It also amends the determination of how
arrangement consideration should be allocated to deliverables in a
multiple-deliverable revenue arrangement. This ASU will become effective for us
for revenue arrangements entered into or materially modified on or after April
1, 2011. Earlier application is permitted with required transition disclosures
based on the period of adoption. We are currently evaluating the impact of this
standard on our consolidated financial statements. Both ASU No. 2009-13 and ASU
No. 2009-14 must be adopted in the same period and must use the same transition
disclosures.

In January 2010, the FASB issued an
update that improves the requirements related to fair value measurements and
disclosures about transfers between Level 1, Level 2 and Level 3 assets and the
disaggregated activity in the roll forward for Level 3 fair value measurements.
These new disclosures are effective for fiscal years beginning after December
15, 2010 and for interim periods within those fiscal years. The Company does not
expect the adoption of these expanded disclosures to have a material impact on
its consolidated financial statements.

In February 2010, the FASB issued
Accounting Standards Update (ASU) No. 2010-09 (ASU 2010-09), which amends
ASC 855 to address certain implementation issues related to an entitys
requirement to perform and disclose subsequent-events procedures. The new
guidance clarifies that management must evaluate, as of each reporting period,
events or transactions that occur after the balance sheet date through the date
that the financial statements are issued. Management must perform its assessment
for both interim and annual financial reporting periods. ASU 2010-09 also
exempts SEC filers from disclosing the date through which subsequent events have
been evaluated. The adoption of this amended standard did not have a material
impact on the companys consolidated financial statements.

F-9

---

IMPACT OF NEW ACCOUNTING STANDARDS

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.     Property and Equipment

| |                    |  |       |  |  |              |  |  | March 31,    |  |  | March 31,    | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                    |  |       |  |  |              |  |  | 2010         |  |  | 2009         | 
| |                    |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                    |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                    |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                    |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer equipment |  | 2,126 |  |  | 2,126        |  |  | -            |  |  | 121          | 

|4. | Accrued Liabilities                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                 
|   | Accrued liabilities as at March 31, 2010, consist of $
      5,951 bill payable.                                                                                
|   |                                                                                                                                                                 
|5. | Related Party Transactions                                                                                                                                      
|   |                                                                                                                                                                 
|   | a)                                                                                                                                                              
|   |                                                                                                                                                                 
|   | b)                                                                                                                                                              
|   |                                                                                                                                                                 
|   | c)                                                                                                                                                              
|   |                                                                                                                                                                 
|   | d)                                                                                                                                                              
|   |                                                                                                                                                                 
|   | e)                                                                                                                                                              
|   |                                                                                                                                                                 
|   | f)                                                                                                                                                              
|   |                                                                                                                                                                 
|6. | Notes Payable                                                                                                                                                   
|   |                                                                                                                                                                 
|   | a)                                                                                                                                                              
|   |                                                                                                                                                                 
|   | b)                                                                                                                                                              
|   |                                                                                                                                                                 
|7. | Common Stock                                                                                                                                                    
|   |                                                                                                                                                                 
|   | Company is authorized to issue no-par unlimited shares
      and has 22,820,445 shares issued and outstanding as of March 31, 2010 and
      2009, respectively.
|   |                                                                                                                                                                 
|   | a)                                                                                                                                                              
|   |                                                                                                                                                                 
|   | b)                                                                                                                                                              

F-10

---

|   |                                                                                                                                                                                         | 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                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                      | $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                                                                                                                                                                                                
|   |                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                
|   | d)                                                                                                                                                                                      | On November 12, 2008, the former President of the Company
      voluntarily returned 6,750,000 split-adjusted common shares to the Company
      for cancellation                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                
|   | e)                                                                                                                                                                                      | 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.
|   |                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                
|   | f)                                                                                                                                                                                      | 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.                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                
|8. | Rent                                                                                                                                                                                   
|   |                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                
|   | From April 1, 2009 to March 31, 2010, the Company paid
      monthly rent fee of $ 729 to an unrelated company.                                                                        
|   |                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                
|9. | Discontinued Operations                                                                                                                                                                
|   |                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On December 31, 2008, the Company discontinued all
      operations related to the language education business. The results of
      discontinued operations are summarized as
follows:

|               |  | Accumulated      |   |  |           |  |  |           |  
|-------------- |  | ---------------- | - |  | --------- |  |  | --------- | -
|               |  | from November 6, |   |  |           |  |  |           |  
|               |  | 1997(Date of     |   |  | The Year  |  |  | The Year  |  
|               |  | Inception) to    |   |  | Ended     |  |  | Ended     |  
|               |  | March 31,        |   |  | March 31, |  |  | March 31, |  
|               |  | 2010             |   |  | 2010      |  |  | 2009      |  
|               |  | $                |   |  | $         |  |  | $         |  
|               |  |                  |   |  |           |  |  |           |  
|Expenses       |  |                  |   |  |           |  |  |           |  
|Automobile     |  | 25,414           |   |  | -         |  |  | 324       |  
|Travel         |  | 21,644           |   |  | -         |  |  | 461       |  
|               |  |                  |   |  |           |  |  |           |  
|Total Expenses |  | 47,058           |   |  | -         |  |  | 785       |  
|               |  |                  |   |  |           |  |  |           |  
|Net Loss       |  | (47,058          | ) |  | -         |  |  | (785      | )

As at March 31, 2010 and March 31,
2009, the results of operations, assets and liabilities of the language
education business have been reported as discontinued operations.

|                                          |  | March 31, |  |  | March 31, | 
|----------------------------------------- |  | --------- |  |  | --------- | 
|                                          |  | 2010      |  |  | 2009      | 
|                                          |  | $         |  |  | $         | 
|                                          |  |           |  |  |           | 
|GST receivable                            |  | -         |  |  | 731       | 
|                                          |  |           |  |  |           | 
|Current assets of discontinued operations |  | -         |  |  | 731       | 

|10. | 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 $ 984 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 $ 22,006 quarterly.                                                                                                  
|    |                                                                                                                                                                                                                                                                                                       
|    | On April 3, 2009, the Company entered into a lease
      agreement for office premises with an unrelated party. Pursuant to this
      agreement, the Company agreed to pay $ 729 per month for a term expiring
      on June 30, 2010.                                                               
|    |                                                                                                                                                                                                                                                                                                       
|11. | Incomes Taxes                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                       
|    | Potential benefits of income tax losses are not
      recognized in the accounts until realization is more likely than not. The
      Company has adopted SFAS No. 109, Accounting for Income Taxes,as
      of its inception. The Company has incurred non-capital losses as scheduled
      below:

F-11

---

|Year of Loss |   | Amount  |  |  | Year of Expiration | 
|------------ | - | ------- |  |  | ------------------ | 
|2005         | $ | 18,251  |  |  | 2015               | 
|2006         |   | 18,043  |  |  | 2026               | 
|2007         |   | 28,375  |  |  | 2027               | 
|2008         |   | 73,240  |  |  | 2028               | 
|2009         |   | 40,636  |  |  | 2029               | 
|2010         |   | 149,295 |  |  | 2030               | 
|             | $ | 327,840 |  |  |                    | 

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

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

|                                                     |  | 2010    |   |  | 2009    |  
|---------------------------------------------------- |  | ------- | - |  | ------- | -
|                                                     |  | $       |   |  | $       |  
|Income tax benefit computed at statutory
      rates |  | 54,293  |   |  | 32,789  |  
|Permanent differences                                |  | -       |   |  | (18,843 | )
|Temporary differences                                |  | (42     | ) |  | (80     | )
|Unrecognized tax
      losses                        |  | (54,251 | ) |  | (13,866 | )
|Provision for income taxes                           |  |        |   |  |        |  

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

|                              |  | 2009     |   |  | 2009    |  
|----------------------------- |  | -------- | - |  | ------- | -
|                              |  | $        |   |  | $       |  
|Deferred income tax assets    |  |          |   |  |         |  
|Net losses carried forward    |  | 111,859  |   |  | 60,920  |  
|Other                         |  | 424      |   |  | 425     |  
|Valuation allowance           |  | (112,283 | ) |  | (61,345 | )
|Net deferred income tax asset |  |         |   |  |        |  

12.     Subsequent events

Management has evaluated subsequent
events up to and including June 22, 2010 which is the date the financial
statements were available for issuance and determined there is no subsequent
event to disclose.

F-12

---

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 this 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 this
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 this 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.

11

---

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,
2010. 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, 2010 due to material
weaknesses in our internal control over financial reporting as follows:

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

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

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

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

Limitations on Effectiveness of Controls

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

12

---

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting during the period ended March 31, 2010 that have materially affected,
or are reasonably likely to materially affect our internal control over
financial reporting.

Certifications

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

ITEM 9B OTHER INFORMATION

None

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

As at July 12, 2010, our directors and executive officers,
their age, positions held, and duration of such, are as follows:

|Name              | Position Held with our Company                                                 | Date First Elected or Appointed
|----------------- | ------------------------------------------------------------------------------ | -------------------------------
|Xin Li            | President, Chief Executive Officer, Chief
      Financial Officer and Director | September 9, 2008              
|Stuart Wooldridge | Corporate Secretary and Director                                               | May 2, 2003                    
|Jun Huang         | Director                                                                       | January 14, 2009               

Family Relationships

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

Business Experience

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

Xin Li

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

Stuart Wooldridge

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

13

---

Jun Huang

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

Involvement in Certain Legal Proceedings

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

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offences);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 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; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Commission or the Commodity Futures Trading Commission
      to have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.                                           

Compliance with section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended March 31, 2010, all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.

Code of Ethics

We have not yet adopted a Code of Ethics.

Corporate governance

Committees of the Board

Our board of directors held no formal meetings during the year
ended March 31, 2010. All proceedings of our board of directors were conducted
by resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the corporate laws of the Province of British
Columbia and our Articles, as valid and effective as if they had been passed at
a meeting of our directors duly called and held.

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.

14

---

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 401(h) of
Regulation S-K, nor do we have a board member that qualifies as independent as
the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

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

ITEM 11. EXECUTIVE COMPENSATION

**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, 2010; and
- 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, 2010 and 2009 are set out in the
following summary compensation table:

|Name and principal
    position | Year           | Salary
    ($) | Bonus($)       | Stock
    **awards**($) | Option**awards**($) | Non-equity
      **incentive plan****compensation**
    ($) | Change in pension value
      and nonqualified deferred
    **compensation** earnings ($) | All other
    compensation ($) | Total
    ($)    
|------------------------------- | -------------- | -------------- | -------------- | ----------------------- | ------------------- | ----------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------ | -----------------
|Xin Li(1)President, CEO, CFO    | 2010 
    2009 | $Nil 
    $Nil | $Nil 
    $Nil | $Nil 
    $Nil          | $Nil 
    $Nil      | $Nil $Nil                                                   | $Nil $Nil                                                                                 | $14,497(3)$Nil                 | $14,497 
    $Nil
|Stuart Wooldridge(2)Secretary   | 2010 
    2009 | $Nil 
    $Nil | $Nil 
    $Nil | $Nil 
    $Nil          | $Nil 
    $Nil      | $Nil $Nil                                                   | $Nil $Nil                                                                                 | $Nil $Nil                      | $Nil 
$Nil       

15

---

1.          
Mr. Li was appointed President on September 9, 2008, then appointed CEO and CFO
on January 14, 2009;
2.           Mr.
Wooldridge resigned as President on September 9, 2008 and is currently serving
as Secretary and a
director.3.           From
April 1, 2009 to March 31, 2010, our company incurred quarterly management
service fees totaled $88,022 to SGB C&C Investment Ltd. and Mr. Li and a
16.47% owner of SGB C&C Investment Ltd.

Employment Agreements

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

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,
2010.

|Name                                                                      | Option awards                                                                            | Stock awards                                                                                                     
|------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------
|Number of
        securities underlyingunexercisedoptions (#) exercisable | Number of
        securities **underlying** **unexercised**options (#) **unexercisable** | Equity incentive
        plan awards: **Number of** securities **underlying** **unexercised**unearned options (#)
|(a)                                                                       | (b)                                                                                      | (c)                                                                                                              
|Xin Li                                                                    | Nil                                                                                      | Nil                                                                                                              
|Stuart Wooldridge                                                         | Nil                                                                                      | Nil                                                                                                              

Compensation of Directors

Our board of directors has received no compensation to date and
there are no plans to compensate them in the near future, unless and until we
begin to realize revenues and become profitable in our business operations.

The table below shows the compensation of our directors for our
last completed fiscal year ended March 31, 2010:

|Name         | Fees earned or paid
      in cash ($) | Stock awards
      ($) | Option awards
      ($) | Non-equity incentive
      plan compensation ($) | Nonqualified deferred
      compensation earnings ($) | All other
      compensation ($) | Total ($)
|------------ | ------------------------------------- | ---------------------- | ----------------------- | ------------------------------------------------ | ----------------------------------------------------- | -------------------------------- | ---------
|(a)          | (b)                                   | (c)                    | (d)                     | (e)                                              | (f)                                                   | (g)                              | (h)      
|Xin Lenny Li | 23,624                                | Nil                    | Nil                     | Nil                                              | Nil                                                   | Nil                              | 23,624   

16

---

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers, except that
our directors and executive officers may receive stock options at the discretion
of our board of directors. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

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

In the following tables, we have determined the number and
percentage of shares beneficially owned in accordance with Rule 13d-3 of the
Exchange Act based on information provided to us by our controlling
shareholders, executive officers and directors, and this information does not
necessarily indicate beneficial ownership for any other purpose. In determining
the number of shares of our common stock beneficially owned by a person and the
percentage ownership of that person, we include any shares as to which the
person has sole or shared voting power or investment power, as well as any
shares subject to warrants or options held by that person that are currently
exercisable or exercisable within 60 days.

Security ownership of management

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

1 Percentage of ownership is based on 22,820,446
common shares issued and outstanding as of June 28, 2010. Except as otherwise
indicated, we believe that the beneficial owners of the common stock 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 SEC and generally includes voting or investment power with respect
to securities. Shares of common stock 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 These shares are held by SGB C&C Investment
Ltd., a British Columbia company owned by Ming Li (13.16%), Jing Li (14.23%),
Xin Li (16.47%) and Debbie Tin (7.14%)

17

---

Changes in Control

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

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

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

Transactions with related persons

Except as listed below, none of the following parties has,
since our date of incorporation, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us, other than as noted in this section:

| | (i)   | Any of our directors or officers;                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                            
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                         
| |       |                                                                                                                                                                            
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| |       |                                                                                                                                                                            
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| |       |                                                                                                                                                                            
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

- From April 1, 2009 to March 31, 2010, we incurred four quarterly management
  fee total of $88,022 to one of our significant shareholders, SGB C&C
  Investment Ltd.
- In the year ended March 31, 2010, the significant shareholder, SGB C&C
  Investment Ltd., loaned our company $171,542 (CDN$174,260) for expenses and
  management fee to be incurred by us The amount is non-interest bearing,
  unsecured, and due on demand.
- Until December 31, 2008, our former President provided donated office
  premises to us valued at $ 229 per month. During the year ended March 31,
  2009, donated rent of $1,463 was charged to operations. During the year ended
  March 31, 2009, we also recognized $2,926 for donated management services at
  CDN$500 per month provided by our former President.
- As at March 31, 2009, amounts owing to our former President of $45,962
  (CDN$47,131) were donated to our company and recorded as donated capital. At
  March 31, 2010 we owed $Nil to our former President.

18

---

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the Board of Directors or
a committee thereof.

We have no plans or arrangements in respect of remuneration received
  or that may be received by our executive officers to compensate such officers
  in the event of termination of employment (as a result of resignation, retirement,
  change of control) or a change of responsibilities following a change of control,
  where the value of such compensation exceeds $60,000 per executive officer.

Director Independence

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

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

Audit Fees and Audit Related Fees

The aggregate fees billed for the two most recently completed
fiscal years ended March 31, 2009 and 2010 for professional services rendered by
the principal accountant for the audit of our annual financial statements and
for the review of the financial statements included our quarterly reports on
Form 10-Q were as follows:

|                                  |   | Year Ended March 31 | 
|--------------------------------- | - | ------------------- | 
|                                  |   | 2010                | 
|Audit Fees and Audit Related Fees | $ | 12,000              | 
|Tax Fees                          |   | Nil                 | 
|All Other Fees                    |   | Nil                 | 
|Total                             | $ | 12,000              | 

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

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

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

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

19

---

The 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 our independence.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

|Exhibit Number | Description                                                                                                                                                                                                                   
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation
          (attached as an exhibit to our registration statement on Form SB-2 filed
          on August 7, 2007)                                                                                     
|3.01           | Notice of Alteration filed
          with the Ministry of Finance, BC Registry Services effective March 3,
          2009 (attached as an exhibit to our current report on Form 8-K filed
          on March 5, 2009)         
|3.02           | Amended and Restated Articles
          of Incorporation of SGB International Holdings Inc. (attached as an
          exhibit to our current report on Form 8-K filed on March 5, 2009)                                       
|10.1           | Share transfer agreement dated
          July 2, 2008 among Stuart Wooldridge, SGB C&C Investment Ltd. and
          our company (attached as an exhibit to our current report on Form 8-K
          filed on August 6, 2008).
|10.2           | Form of Private Placement
          Subscription Agreement between SGB C&C Investment Ltd. and our company
          (attached as an exhibit to our current report on Form 8-K filed on November
          18, 2008)          
|16.1           | Letter from Manning Elliott
          LLP dated July 31, 2009 (attached as an exhibit to our current report
          on Form 8-K filed on August 8, 2009)                                                                    
|31.1*          | Certification
          pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934                                                                                                                                  
|32.1*          | Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes- Oxley Act of 2002                                                                                   

* Filed herewith.

20

---

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
LiXin LiPresident, CEO, CFO and DirectorPrincipal Executive
Officer, Principal Financial Officer and Principal Accounting OfficerDate:
July 12, 2010

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
LiXin LiPresident, CEO, CFO and DirectorPrincipal Executive
Officer, Principal Financial Officer and Principal Accounting OfficerDate:
July 12, 2010

By/s/ Jun
HuangJun HuangDirectorDate: July 12, 2010

21

---