U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                  ------------
                                   FORM 10-KSB

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

                  For The Fiscal Year Ended: December 31, 2004

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

                     For the Transition Period From __ to __
                          Commission File No. 000-50833

                      CHINA MINERAL ACQUISITION CORPORATION
                 (Name of Small Business Issuer in its Charter)

                Delaware                               20-0938259
        (State of Incorporation)                    (I.R.S. Employer
        (Small Business Issuer)                    Identification No.)

          210 East 85th Street
                Suite 16
              New York, NY                                10028
(Address of principal executive offices                 (Zip Code)

         Issuer's telephone number, Including Area Code: (212) 672-1909

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

   Units consisting of one share of Common Stock, par value $.0001 per share,
  and two Warrants to purchase shares of Common Stock, par value $.0001 per
                                    share

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Issuer's revenues for the fiscal year ended December 31, 2004 were $0.

As of March 15,  2005,  the  aggregate  market value of the common stock held by
non-affiliates of the Registrant was approximately $20,760,000.

As of March 15, 2005,  there were 5,000,000  shares of common stock,  $.0001 par
value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]

Documents incorporated by reference: None.

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                          Page
                                                                          ----

PART I......................................................................1

      Item 1.     Description of Business...................................1

      Item 2.     Description of Property..................................19

      Item 3.     Legal Proceedings........................................19

      Item 4.     Submission of Matters to a Vote of Security Holders......19

PART II....................................................................20

      Item 5.     Market for Common  Equity  and  Related  Stockholder
                  Matters..................................................20

      Item 6.     Management's  Discussion  and  Analysis  or  Plan of
                  Operation................................................21

      Item 7.     Financial Statements.....................................22

      Item 8.     Changes In and  Disagreements  with  Accountants  on
                  Accounting and Financial Disclosure......................22

      Item 8A.    Controls and Procedures..................................23

      Item 8B.    Other Information........................................23

PART III...................................................................23

      Item 9.     Directors,   Executive   Officers,   Promoters   and
                  Control  Persons;  Compliance  with Section 16(A) of
                  the Exchange Act.........................................23

      Item 10.    Executive Compensation...................................26

      Item 11.    Security  Ownership  of  Certain  Beneficial  Owners
                  and Management...........................................26

      Item 12.    Certain Relationships and Related Transactions...........28

      Item 13.    Exhibits.................................................30

      Item 14.    Principal Accountant Fees and Services...................31

INDEX TO FINANCIAL STATEMENTS.............................................F-1

                                       i
<PAGE>
                                     PART I

Item 1.    Description of Business

      China Mineral  Acquisition  Corporation is a blank check company organized
on March 30, 2004 for the purpose of effecting a merger, capital stock exchange,
asset  acquisition or other similar  business  combination with a company having
its primary operations in the People's Republic of China ("PRC").  On August 30,
2004, we consummated  our initial public  offering of 4,000,000  units with each
unit consisting of one share of our common stock and two warrants.  Each warrant
will entitle the holder to purchase  from us one share of our common stock at an
exercise price of $5.00 per share. The units sold in our initial public offering
were sold at an offering price of $6.00 per unit,  generating  gross proceeds of
$24,000,000.  After deducting the underwriting discounts and commissions and the
offering  expenses,  the  total  net  proceeds  to us  from  the  offering  were
approximately $21,274,000, of which approximately $20,400,000 was deposited into
a trust fund and the remaining  proceeds of $874,000 became available to be used
to provide for  business,  legal and  accounting  due  diligence on  prospective
business  combinations and continuing  operating  expenses.  From March 30, 2004
(the  date  of  our  inception)   through   December  31,  2004,  we  have  used
approximately $22,000 of the net proceeds that were not deposited into the trust
fund to pay operating  expenses.  The net proceeds deposited into the trust fund
remain on deposit in the trust fund earning  interest.  As of December 31, 2004,
there was approximately $20,514,000 held in the trust fund.

      Although our efforts in identifying a prospective target business will not
be limited to a particular  industry,  we have  initially  focused our search on
target  businesses  in the  PRC  that  are  engaged  in the  minerals  industry.
Opportunities  for market  expansion have emerged for businesses with operations
in the PRC in these and other  industries  due to  various  changes in the PRC's
political,  economic and social  policies as well as other  fundamental  changes
affecting the PRC and its neighboring countries.

      We believe that the PRC represents both a favorable environment for making
acquisitions and an attractive  operating  environment for a target business for
several reasons, including:

      o     prolonged   economic  expansion  within  the  PRC,  including  gross
            domestic product growth of approximately 9% on average over the last
            25 years, with,  according to China's National Bureau of Statistics,
            growth of 9.5% in 2004;

      o     attractive valuations for target businesses within the PRC;

      o     increased  government  focus within the PRC on  privatizing  assets,
            improving  foreign  trade  and  encouraging  business  and  economic
            activity;

      o     access to a highly trained and educated workforce;

      o     favorable   labor  rates  and  efficient,   low-cost   manufacturing
            capabilities;

      o     the lack of development and activity of the public equity markets in
            the PRC; and

      o     the recent entry of the PRC into the World Trade  Organization,  the
            sole global  international  organization  dealing  with the rules of
            trade between nations,  which may lead to a reduction on tariffs for
            industrial  products,  a  reduction  in  trade  restrictions  and an
            increase in trading with the United States.

Proposed Industry

      We have initially  focused our search on proposed target businesses in the
PRC that are engaged in the minerals industry.  We believe mineral resources are
one of the most important components of the PRC economy.  However, we may expand
our search for  proposed  target  businesses  that are  outside of the  minerals
industry.  Any target industry outside of the minerals  industry will be subject
to certain of the risks  described in this annual  report on Form 10-KSB as well
as other risks, including government regulations for a particular industry, that
we have not  described  in detail  herein.  For more  information,  see the risk
factor entitled  "Since we have not currently  selected any target business with
which to complete a business  combination,  we are unable to currently ascertain
the merits or risks of the business' operations."

                                       1
<PAGE>

      According to the government of the PRC, which released  "China's Policy on
Mineral  Resources--White  Papers of Government,"  over 80 percent of industrial
and processed raw materials and over 92 percent of primary energy in the PRC are
derived from its mineral  resources.  There are over 170 different  varieties of
minerals that have been discovered in the PRC,  approximately  158 of which have
proven  reserves.  There are,  among others,  approximately  ten  energy-related
minerals,  including  oil,  natural  gas,  coal and  uranium;  approximately  54
metallic minerals,  including iron, manganese,  copper, aluminum, lead and zinc;
and approximately 91 non-metallic  minerals,  including  graphite,  phosphorous,
sulfur and sylvite.  According to the Invest in China  website  organized by the
Foreign Investment  Administration at the PRC government's Ministry of Commerce,
by 2001, there were approximately 153,000 mining companies operating over 18,000
mines in the PRC. In 2003,  total  output of mining  products in the PRC reached
approximately US$200 billion.

      International  trade  plays a  vital  role  in the  PRC  mineral  resource
industry.  The PRC is one of the largest  producers and consumers of minerals in
the world and plays an important role in the global mineral market. As set forth
in China's Policy on Mineral Resources--White Papers of Government,  the PRC has
large reserves of major minerals,  such as coal, aluminum,  lead, zinc, phosphor
and sulfur and ten other types of non-ferrous metals. There is a shortage in the
PRC of high quality iron,  manganese,  aluminum,  copper,  phosphorous and other
ores  which  are  necessary  to meet the PRC's  demand  for  smelting  and other
industrial uses. There are also acute shortages of diamonds,  platinum, chromite
and sylvite in the PRC. The PRC relies  heavily on  international  trade to meet
its demand for these minerals. As stated in the White Papers of Government,  the
PRC's  total  volume of imports  and exports of mineral  products  reached  over
US$111  billion in 2002,  accounting  for  approximately  18% of the PRC's total
volume of imports and exports.

      Fast economic growth further  accelerates  demand for natural resources in
the  PRC.  The PRC is at a stage  of  rapid  industrialization.  Similar  to the
experience  of  other  industrialized   countries,   the  rapid  growth  of  the
manufacturing  sector  in the PRC  has  resulted  in  increased  consumption  of
minerals and natural resources.  However, due to the limited quantity of certain
natural  resources  in the PRC,  the amount of initial  investment  required  to
develop and  construct a facility to extract  such  natural  resources,  and the
construction  period associated with  constructing  such a facility,  we believe
that  the  natural  resource  industry's  output  will,  in the  near  term,  be
insufficient to meet the demands of the PRC's manufacturing sector. According to
the National  Bureau of Statistics of China,  the PRC's gross  domestic  product
grew approximately 9.5% in 2004. In a paper entitled the "Statistical Communique
on the 2003 National Economic and Social Development," published by the National
Bureau of Statistics of China on February 26, 2004, the manufacturing  sector in
the PRC grew approximately 12.5% from 2002 to 2003, while the mining sector grew
only approximately 2.5% over the same period. As a result, in 2003, the price of
raw materials, energy and power in the PRC increased approximately 4.8% over the
previous year while the consumer price index in the PRC increased only 1.2% over
the same period of time. We believe the imbalance  between the supply of mineral
resources available in the PRC and the demands of the PRC's manufacturing sector
will become greater as the PRC's economy continues to grow.

      The Chinese  minerals  industry was one of the last  industries  opened to
foreign investors. Since mineral resources played and continue to play a crucial
role in the PRC's economy,  the government has made large investments to develop
this industry and as a result,  state-owned  enterprises  dominate the industry.
According to the Invest in China  website  organized  by the Foreign  Investment
Administration  of the PRC government's  Ministry of Commerce,  though there are
only about 8,000  state-owned  enterprises  among  approximately  153,000 mining
companies,  the  state-owned  sector  accounts  for  approximately  60% of total
production  of  PRC  mineral  products.  There  are  approximately  140,000  non
state-owned  enterprises which are primarily comprised of small and middle sized
companies,  according to the White Papers of Government.  The PRC mineral sector
was not open to  foreign  investors  until  2000 when the PRC became a member of
into the World  Trade  Organization.  As a result of  foreign  industry's  being
restricted from entering the PRC mineral resource sector until 2000, state-owned
enterprises  developed a competitive  advantage  over foreign  private  industry
operating in the PRC.

                                       2
<PAGE>

      Foreign  investment in the PRC mineral industry is beginning to change the
landscape of the PRC mineral industry.  According to the Invest in China website
organized  by the  Foreign  Investment  Administration  of the PRC  government's
Ministry  of  Commerce  in 2002  alone,  there  were  about 164  foreign  direct
investments  in the PRC  mineral  industry  amounting  to  approximately  US$381
million.  The PRC  government  has  continued  to open its mineral  industry and
further  accelerate  privatization  of the  state-owned  enterprises in order to
increase its domestic capability to supply mineral resources. The PRC government
has adopted  policies,  such as the  "Opinions  on Further  Encouraging  Foreign
Investment at Present" in August 1999, the revised  "Directory of Industries for
Foreign  Investment"  in March  2002,  and the  revised  "Catalogue  of Dominant
Industries  for Foreign  Investment in the Central and Western  Regions" in July
2004 to encourage foreign capital investments and importation of technology,  to
exploit the PRC's mineral resources,  to make use of foreign markets and foreign
mineral resources and to assist Chinese mining  enterprises and mineral products
in entering the international markets.

      The PRC issued the "Opinions on Further  Encouraging Foreign Businesses to
Make Investment in Exploring and Exploiting Mineral Resources Other Than Oil and
Gas" in  September  2000,  which  further  opened  the  prospecting  and  mining
industries to allow foreign investors to start prospecting  ventures in the PRC,
either  exclusively or in cooperation with Chinese partners.  These October 2000
opinions guaranteed foreign investors' legal rights to exploit mineral resources
of economic value in established zones. According to provisions of these October
2000 opinions,  foreign businesses which make exclusive  investments,  establish
joint  ventures or cooperate  with Chinese  enterprises  in  exploiting  mineral
resources,  other than oil and gas, which fall under the "encouraged"  category,
are  exempted  from  mineral  resources  compensation  fees for five  years.  We
anticipate that these recently-adopted policies of the Chinese government, along
with  others,  will  substantially  change the  ownership  structure  of the PRC
mineral industry in the near future.

Government regulations of our proposed industry

      In general,  there are three sets of laws governing  foreign  ownership of
businesses  in  the  PRC:  the  "Sino-foreign  Equity  Joint-Venture  Law,"  the
"Sino-foreign  Cooperative Law" and the "Wholly  Foreign-owned  Enterprise Law."
These laws, along with the PRC's "Company Law" and "Contract Law," formulate the
general  framework  for owning and  operating a business in the PRC. The foreign
joint-venture  laws have been in place for over 20 years and are relatively well
developed and predictable.  In 2003 alone, the PRC received  approximately US$53
billion in foreign direct investments.

      In the natural resources sector,  the PRC has enacted a series of laws and
regulations over the past 20 years.  The "China Mineral  Resources Law" declares
state  ownership  of  all  mineral  resources  in  the  PRC.  However,   mineral
exploration rights can be purchased,  sold and transferred by the PRC to foreign
owned companies. Under the law, the central government has issued detailed rules
and  regulations  including  the  "regulation  on  mineral  resource  survey and
registration"  and  the  "regulation  on  mineral  resource   exploration."  The
government  also publishes the "Guidance on Foreign Direct  Investment"  and the
"Guiding  Catalogue of Foreign  Investment  Projects",  which classify into four
categories  the  industries  and specific types of minerals in the PRC and their
availability  to  foreign  direct  investments,  which  categories  are  either:
"encouraged,"  "permitted,"  "restricted" or "prohibited." For example, minerals
with radiation,  such as uranium,  are prohibited from survey exploration by any
non-state  entity,  including  foreign owned  companies.  Minerals such as gold,
silver and tungsten,  are  "restricted"  from foreign  ownership,  while foreign
investments  in  minerals  such as ore,  copper,  tin,  lead  and  aluminum  are
"encouraged."  Subject to the type of mineral resources to be explored,  foreign
companies  exploring  mineral  resources  may be  required  to  take a  specific
corporate form in order to comply with PRC laws and regulations (such as a joint
venture or cooperative joint venture with a PRC national or to be majority owned
by a PRC national).  In recent years, the PRC government has encouraged  foreign
direct  investment  into the west inland of China (where most of the  unexplored
mineral resources are located) and has permitted foreign investors to own all or
a majority of the companies  exploring mineral resources that would otherwise be
in the "restricted" category.

      To implement government policy in natural resource-related industries, the
PRC issued several types of permits and certificates to related  businesses such
as: "Permit for mineral  survey,"  "Permit for mineral  exploration" and "Permit
for land use."  Holders of the  permits are  required to pay a one-time  fee for
such permit.  The fees are determined in one of several ways - by a professional
evaluator  licensed  with the  government,  through  public  auction  or through
bidding.  The right that the permits  represent  may be exploited or they may be
purchased,  sold or  otherwise  transferred.  The permits  normally  specify the
location, area, type of mineral, scale of production and time period. Other than
normal business licenses,  the smelting and processing businesses usually do not
require  any special  permits  discussed  above.  Imports and exports of various
mineral resources require quota licenses, which are issued by the PRC's Ministry
of Business.  The list of mineral  resources  subject to such quota  licenses is
published annually.  It is anticipated that foreign ownership in the PRC mineral
resources  industry will be further accessible with the development of the PRC's
economy and the integration of the PRC into the world economy.

                                       3
<PAGE>

      In the event we complete a business  combination with a target business in
another  industry  subject  to a  regulatory  framework  in the PRC,  we will be
subject   to  PRC  laws  and   regulations,   compliance   with   which  may  be
time-consuming,  costly, and subject us to various risks and restrictions on how
we  operate  our  business.  Even if a  target  business  is not in an  industry
currently  subject to regulations in the PRC, such target  business and industry
could be impacted by new legislation in the PRC. We cannot predict the timing or
the effect of future developments in the regulatory framework of any industry in
the PRC at this time. If new laws or regulations  forbid  foreign  investment in
any of these  industries,  they could severely  impair our ability to complete a
business combination with a target business in those sectors.

Effecting a business combination

General

      Although  substantially  all of the net  proceeds  of our  initial  public
offering are to be applied  generally toward  effecting a business  combination,
the proceeds are not otherwise being designated for any more specific  purposes.
A business combination may involve the acquisition of, or merger with, a company
which  does not  need  substantial  additional  capital  but  which  desires  to
establish a public  trading  market for its shares in the United  States,  while
avoiding  what it may deem to be adverse  consequences  of  undertaking a public
offering itself. These include time delays,  significant expense, loss of voting
control and compliance  with various Federal and state  securities  laws. In the
alternative,  we may seek to  consummate a business  combination  with a company
that may be  financially  unstable  or in its  early  stages of  development  or
growth.

We have not identified a target business

      To date,  we have not selected a target  business on which to  concentrate
our search for a business  combination.  Accordingly,  there is no basis for our
stockholders  to evaluate  the possible  merits or risks of the target  business
with which we may enter into a business  combination.  To the extent we effect a
business  combination  with a financially  unstable  company or an entity in its
early stage of development or growth,  including  entities  without  established
records of sales or earnings,  we may be affected by numerous  risks inherent in
the business and operations of financially unstable and early stage or potential
emerging growth companies. Although our management will endeavor to evaluate the
risks  inherent in a particular  target  business,  we cannot assure you that we
will properly ascertain or assess all significant .

Sources of target businesses

      Target  business  candidates  have and will  continue to be brought to our
attention   from   various    unaffiliated    sources,    including   securities
broker-dealers,  investment  bankers,  venture  capitalists,  bankers  and other
members of the financial  community,  who may present  solicited or  unsolicited
proposals. Our officers and directors and their affiliates may also bring to our
attention  target  business  candidates.   In  January  2005,  we  entered  into
agreements with two unaffiliated  parties to assist us with, among other things,
identifying and selecting target business  candidates.  Each of these parties is
entitled to a monthly  retainer  fee and may be  entitled  to a finder's  fee or
success fee if we successfully  complete a business combination with a qualified
company.  See "- Recent  Events." In no event,  however,  will we pay any of our
existing officers, directors or other Initial Stockholders (as defined below) or
any entity with which they are affiliated any finder's fee or other compensation
for services rendered to us prior to or in connection with the consummation of a
business combination.

                                       4
<PAGE>

Selection of a target business and structuring of a business combination

      Subject to the requirement that our initial  business  combination must be
with a target  business with a fair market value that is at least 80% of our net
assets at the time of such  acquisition,  our  management  will  have  virtually
unrestricted  flexibility  in  identifying  and selecting a  prospective  target
business.  Although our efforts in identifying a prospective target business are
not limited to a particular  industry,  we have initially  focused our search on
target  businesses  in the PRC that are  engaged in the  minerals  industry.  In
evaluating a prospective  target business,  our management has and will continue
to consider, among other factors, the following:

      o     financial condition and results of operation;

      o     resource reserves and sustainable growth;

      o     experience  and skill of management and  availability  of additional
            personnel;

      o     capital requirements;

      o     competitive position;

      o     stage of development of the products, processes or services;

      o     degree of current or potential  market  acceptance  of the products,
            processes or services;

      o     regulatory environment of the industry; and

      o     costs associated with effecting the business combination.

      These criteria are not intended to be exhaustive.  Any evaluation relating
to the merits of a particular  business  combination have been and will continue
to be based,  to the  extent  relevant,  on the above  factors  as well as other
considerations  deemed  relevant  by our  management  in  effecting  a  business
combination consistent with our business objective.  In evaluating a prospective
target  business,  we will conduct an extensive due diligence  review which will
encompass, among other things, meetings with incumbent management and inspection
of facilities,  as well as review of financial and other  information which will
be made available to us.

      The time and costs  required to select and evaluate a target  business and
to  structure  and  complete  the  business   combination  cannot  presently  be
ascertained with any degree of certainty. Any costs incurred with respect to the
identification  and  evaluation  of a prospective  target  business with which a
business combination is not ultimately completed will result in a loss to us and
reduce  the  amount of  capital  available  to  otherwise  complete  a  business
combination.

Fair Market Value of Target Business

      The initial target  business that we acquire must have a fair market value
equal to at least  80% of our net  assets at the time of such  acquisition.  The
fair market value of such  business will be determined by our board of directors
based upon  standards  generally  accepted by the financial  community,  such as
actual and potential sales,  earnings and cash flow and book value. If our board
is not able to independently determine that the target business has a sufficient
fair market value, we will obtain an opinion from an  unaffiliated,  independent
investment  banking  firm  which  is a member  of the  National  Association  of
Securities  Dealers,  Inc. with respect to the  satisfaction  of such  criteria.
Since any opinion, if obtained,  would merely state that fair market value meets
the 80% of net  assets  threshold,  it is not  anticipated  that  copies of such
opinion  would be  distributed  to our  stockholders,  although  copies  will be
provided  to  stockholders  who request it. We will not be required to obtain an
opinion from an investment banking firm as to the fair market value if our board
of  directors  independently  determines  that the  target  business  does  have
sufficient fair market value.

                                       5
<PAGE>

Probable lack of business diversification

      While we may seek to  effect  business  combinations  with  more  than one
target business, our initial business combination must be with a target business
which satisfies the minimum valuation  standard at the time of such acquisition,
as discussed above.  Consequently,  it is probable that we will have the ability
to effect only a single business combination. Accordingly, the prospects for our
success  may be  entirely  dependent  upon the  future  performance  of a single
business. Unlike other entities which may have the resources to complete several
business  combinations of entities operating in multiple  industries or multiple
areas of a single  industry,  it is probable that we will not have the resources
to diversify our  operations or benefit from the possible  spreading of risks or
offsetting of losses. By consummating a business  combination with only a single
entity, our lack of diversification may

      o     subject  us  to  numerous   economic,   competitive  and  regulatory
            developments,  any or all of which  may have a  substantial  adverse
            impact  upon  the  particular  industry  in  which  we  may  operate
            subsequent to a business combination,

      o     result in our dependency  upon the continued  market  expansion of a
            single or limited number of natural resources, and

      o     lead to substantial reduction of demand for the natural resources we
            acquire in case of substitute  product or technology being developed
            in the future.

Limited ability to evaluate the target business' management

      Although we intend to closely  scrutinize  the management of a prospective
target  business  when  evaluating  the  desirability  of  effecting  a business
combination,  we cannot assure you that our  assessment of the target  business'
management will prove to be correct. In addition,  we cannot assure you that the
future management will have the necessary skills, qualifications or abilities to
manage a public company.  Furthermore, the future role of our directors, if any,
in the target business cannot  presently be stated with any certainty.  While it
is possible  that one or more of our  directors  will remain  associated in some
capacity  with us following a business  combination,  it is unlikely that any of
them will  devote  their full  efforts to our affairs  subsequent  to a business
combination.  Moreover,  we  cannot  assure  you that our  directors  will  have
significant experience or knowledge relating to the operations of the particular
target business.

      Following  a  business  combination,  we may  seek to  recruit  additional
managers to supplement  the  incumbent  management  of the target  business.  We
cannot assure you that we will have the ability to recruit additional  managers,
or that  additional  managers  will  have the  requisite  skills,  knowledge  or
experience necessary to enhance the incumbent management.

Opportunity for stockholder approval of business combination

      Prior to the  completion  of a business  combination,  we will  submit the
transaction  to  our  stockholders  for  approval,  even  if the  nature  of the
acquisition is such as would not ordinarily require  stockholder  approval under
applicable  state law. In  connection  with  seeking  stockholder  approval of a
business  combination,  we will furnish our stockholders with proxy solicitation
materials  prepared in  accordance  with the  Securities  Exchange  Act of 1934,
which, among other matters,  will include a description of the operations of the
target business and audited historical financial statements of the business.

      In connection with the vote required for any business combination,  all of
our initial  stockholders,  which initial stockholders are comprised exclusively
of our current  officers and directors who purchased  shares of our common stock
prior to our initial public offering (the "Initial  Stockholders"),  have agreed
to vote their respective  shares of common stock owned by them immediately prior
to our  initial  public  offering  in  accordance  with the  vote of the  public
stockholders  owning a majority  of the  shares of our common  stock sold in our
initial  public  offering.  This  voting  arrangement  shall not apply to shares
included  in  units  purchased  in  the  open  market  by  any  of  our  Initial
Stockholders,  officers  and  directors.  We  will  proceed  with  the  business
combination only if the public stockholders,  who own at least a majority of the
shares of common stock sold in our initial public  offering vote in favor of the
business  combination  and less  than  20% of the  shares  held by these  public
stockholders  are converted  pursuant to the conversion  rights described in the
next paragraph.

                                       6
<PAGE>

Conversion rights

      At the time we seek stockholder approval of any business  combination,  we
will offer each public stockholder the right to have his or her shares of common
stock  converted  into cash if he or she votes against the business  combination
and the business  combination  is approved and completed.  The actual  per-share
conversion price will be equal to the amount in the trust fund, inclusive of any
interest,  as of the record date for  determination of stockholders  entitled to
vote on the  business  combination,  divided by the number of shares sold in our
initial public offering.  Without taking into account any interest earned on the
trust fund, the initial per-share  conversion price would be $5.10, or $.90 less
than the per-unit  offering price of $6.00. An eligible  stockholder may request
conversion  at any time  after  the  mailing  to our  stockholders  of the proxy
statement  and prior to the vote  taken  with  respect  to a  proposed  business
combination  at a meeting  held for that  purpose,  but the request  will not be
granted unless the  stockholder  votes against the business  combination and the
business combination is approved and completed. Any request for conversion, once
made,  may be  withdrawn  at any  time  up to the  date  of the  meeting.  It is
anticipated that the funds to be distributed to stockholders entitled to convert
their shares who elect conversion will be distributed  promptly after completion
of a business  combination.  Any public  stockholder who converts stock into her
share of the trust fund still has the right to exercise  the  warrants  that she
received as part of the units. We will not complete any business  combination if
public stockholders, owning 20% or more of the shares sold in our initial public
offering, exercise their conversion rights.

Liquidation if no business combination

      If we do not complete a business combination within 18 months after August
30, 2004,  the date on which we  consummated  our initial  public  offering,  or
within 24 months thereafter if the extension  criteria described below have been
satisfied,  we  will be  dissolved  and  will  distribute  to all of our  public
stockholders,  in proportion to their respective equity interests,  an aggregate
sum equal to the amount in the trust fund,  inclusive of any interest,  plus any
remaining net assets.  Following our dissolution,  we would no longer exist as a
corporation. Our Initial Stockholders have waived their rights to participate in
any  liquidation  distribution  with  respect to shares of common stock owned by
them  immediately  prior  to our  initial  public  offering.  There  will  be no
distribution from the trust fund with respect to our warrants.

      If we were  to  expend  all of the  net  proceeds  of our  initial  public
offering,  other than the  proceeds  deposited  in the trust  fund,  and without
taking into  account  interest,  if any,  earned on the trust fund,  the initial
per-share  liquidation  price  would be $5.10,  or $0.90 less than the  per-unit
offering  price of  $6.00.  The  proceeds  deposited  in the trust  fund  could,
however,  become subject to the claims of our creditors  which could be prior to
the  claims of our  public  stockholders.  We cannot  assure you that the actual
per-share  liquidation price will not be less than $5.10, plus interest,  due to
claims of creditors.  Each member of our board of directors has agreed  pursuant
to an agreement with us and Broadband  Capital  Management that, if we liquidate
prior to the  consummation  of a business  combination,  they will be personally
liable to pay debts and  obligations  to vendors or other entities that are owed
money by us for  services  rendered or products  sold to us in excess of the net
proceeds of our initial public offering not held in the trust account. We cannot
assure you that our directors would be able to satisfy those obligations.

      If we enter into either a letter of intent, an agreement in principle or a
definitive  agreement to complete a business combination prior to the expiration
of the 18-month  period  after  August 30, 2004,  but are unable to complete the
business combination by such date, then we will have an additional six months in
which to complete the business combination contemplated by the letter of intent,
agreement in principle or definitive agreement. If we are unable to do so by the
expiration of the 24 month-period  from August 30, 2004, we will then liquidate.
Upon notice from us, the trustee of the trust fund will commence liquidating the
investments  constituting  the trust fund and will turn over the proceeds to our
transfer agent for distribution to our public  stockholders.  We anticipate that
our  instruction  to the trustee would be given promptly after the expiration of
the applicable time periods.

      Our public  stockholders shall be entitled to receive funds from the trust
fund only in the event of our liquidation or if the public  stockholders seek to
convert their respective shares into cash upon a business  combination which the
stockholder  voted  against and which is actually  completed  by us. In no other
circumstances  shall a stockholder  have any right or interest of any kind to or
in the trust fund.

                                       7
<PAGE>

Competition


      In  identifying,  evaluating and selecting a target business with which to
enter into a business  combination,  we have encountered  competition from other
entities  having a  business  objective  similar  to ours.  We  anticipate  that
competition  from other entities will continue as we seek to identify,  evaluate
and select other target  businesses.  Many of these  entities with which we have
competed and will compete are well  established  and have  extensive  experience
identifying and effecting business  combinations directly or through affiliates.
Many of these competitors  possess greater technical,  human and other resources
than us and our financial  resources  will be relatively  limited as compared to
those  of many of  these  competitors.  While  we  believe  there  are  numerous
potential  target  businesses that we could acquire with the net proceeds of our
initial public  offering,  our ability to compete in acquiring  certain  sizable
target  businesses will be limited by our available  financial  resources.  This
inherent  competitive  limitation  gives  others an  advantage  in pursuing  the
acquisition of a target business. Further:

      o     our   obligation  to  seek   stockholder   approval  of  a  business
            combination may delay the completion of a transaction;

      o     our  obligation  to convert into cash shares of common stock held by
            our  public   stockholders  in  certain  instances  may  reduce  the
            resources available to us for a business combination; and

      o     our outstanding  warrants and options,  and the future dilution they
            potentially represent, may not be viewed favorably by certain target
            businesses.

      Any of these  obligations  may place us at a competitive  disadvantage  in
successfully  negotiating  a  business  combination.  Our  management  believes,
however,  that our status as a public entity and potential  access to the United
States  public  equity  markets  may  give  us  a  competitive   advantage  over
privately-held entities having a similar business objective as us in acquiring a
target business with significant growth potential on favorable terms.

      If we succeed in effecting a business  combination,  there will be, in all
likelihood,  intense  competition from competitors of the target business in the
PRC  and  elsewhere.  We  cannot  assure  you  that,  subsequent  to a  business
combination, we will have the resources or ability to compete effectively.

      We have  seen  recent  increases  in  commodity  prices  for  minerals  to
cyclically high levels.  Commodities such as coal, iron ore, copper,  other base
metals and precious metals have reached  significantly  higher prices  worldwide
over the last several  calendar  quarters.  These price increases have increased
the value of potential  target  businesses,  which,  due to our parameters,  may
limit the number of target  businesses  in the PRC with which we may  complete a
business combination.

Employees

      We have five  directors,  two of whom (Dr. Simon Mu and Dr. Bing Zhao) are
also our  executive  officers  and none of whom are full time  employees.  These
individuals  are not  obligated to contribute  any specific  number of hours per
week and  intend to  devote  only as much  time as they  deem  necessary  to our
affairs.  The amount of time they will  devote and are  expected  to continue to
devote in any time period will vary based on the availability of suitable target
businesses to investigate. Daniel Kunz, our Chairman of the Board, Dr. Simon Mu,
our chief executive  officer,  president and a member of our board of directors,
and Dr.  Bing Zhao,  our chief  financial  officer  and a member of our board of
directors,  each  devote an average of  approximately  ten hours per week to our
business.  We do not  intend  to have  any  full  time  employees  prior  to the
consummation of a business combination.

Recent Events

      In January 2005, we entered into agreements with two unaffiliated  parties
to assist us with,  among other  things,  identifying  and  selecting  qualified


                                       8
<PAGE>

target business candidates.  These parties are entitled to monthly retainer fees
of $15,000  and  $10,000,  respectively.  One of these  parties is entitled to a
finder's fee of 1% of the value of the acquisition value of a qualified business
combination in certain circumstances, as defined therein. The other party may be
entitled to a success fee of 2% of the acquisition value of a qualified business
combination. The finder's fee and the success fee, if any, will be payable by us
on the  closing  date of the  business  combination  and may be  payable in cash
and/or  restricted shares of our company,  at our option.  The agreements expire
the earlier of (i) six months and one year, respectively, or (ii) the completion
of a business combination.

Risk Factors

      In addition to the other information in this annual report on Form 10-KSB,
our business is subject to numerous  risks which should be considered  carefully
in evaluating our business and prospects.

We are a development  stage company with no operating  history and  accordingly,
you will have no basis  upon  which to  evaluate  our  ability  to  achieve  our
business objective.

      We are a  development  stage  company with no  operating  results to date.
Since we do not have an operating history,  you will have no basis upon which to
evaluate  our ability to achieve our business  objective,  which is to acquire a
company in the minerals  industry  having its primary  operations in the PRC. We
will not generate any revenues  (other than  interest  income on the proceeds of
our initial public offering) until, at the earliest, after the consummation of a
business combination.

If we are  forced  to  liquidate  before  a  business  combination,  our  public
stockholders  will  receive less than $6.00 per share upon  distribution  of the
trust fund and our warrants will expire worthless.

      If we are  unable to  complete a  business  combination  and are forced to
liquidate our assets, the per-share  liquidation  distribution will be less than
$6.00 because of the expenses of our initial  public  offering,  our general and
administrative  expenses  and the  costs  of  seeking  a  business  combination.
Furthermore,  there will be no  distribution  with  respect  to our  outstanding
warrants and,  accordingly,  the warrants will expire  worthless if we liquidate
before the completion of a business combination.

You will not be entitled to protections  normally afforded to investors of blank
check companies.

      Since the net  proceeds of our initial  public  offering are to be used to
complete  a  business  combination  with a  target  business  that  has not been
identified,  we may be deemed to be a "blank  check"  company  under the  United
States securities laws. However,  since we have net tangible assets in excess of
$5,000,000  and our units were offered at an initial price of $6.00 per unit, we
were and are exempt from rules  promulgated  by the SEC to protect  investors of
blank  check  companies  such as Rule 419.  Accordingly,  investors  will not be
afforded the benefits or protections of those rules.  Because we are not subject
to Rule 419, we have a longer period of time to complete a business  combination
in certain circumstances.

If third  parties  bring claims  against us, the proceeds held in trust could be
reduced and the per-share  liquidation  price received by  stockholders  will be
less than $5.10 per share.

      Our funds in trust may not be protected  from third party  claims  against
us. The  proceeds  held in trust  could be subject  to claims  which  could take
priority over the claims of our public  stockholders.  We cannot assure you that
the per-share liquidation price will not be less than $5.10, plus interest,  due
to claims of  creditors.  If we liquidate  before the  completion  of a business
combination,  each of our  directors  will be  personally  liable under  certain
circumstances  to ensure that the  proceeds in the trust fund are not reduced by
the claims of various  vendors or other  entities  that are owed money by us for
services rendered or products sold to us. However, we cannot assure you that our
directors will be able to satisfy those obligations.

                                       9
<PAGE>

Since we have not currently  selected any target business with which to complete
a business combination, we are unable to currently ascertain the merits or risks
of the business' operations.

      Since we have not yet identified a prospective  target business or entered
into an agreement in principle or a definitive  agreement with a target business
with which we will seek to  complete a business  combination,  our  stockholders
have no current  basis to evaluate  the  possible  merits or risks of the target
business'  operations.  To the extent we complete a business  combination with a
financially  unstable  company or an entity in its development  stage, we may be
affected  by  numerous  risks  inherent  in the  business  operations  of  those
entities.  In addition,  to the extent we complete a business combination with a
company  that is not engaged in the minerals  industry,  we may face other risks
not described in this annual report on Form 10-KSB,  including,  but not limited
to risks  associated with  government  regulations,  environmental  regulations,
insurance regulations and other risks not known to us at this time. Although our
management  will endeavor to evaluate the risks inherent in a particular  target
business,  we cannot assure you that we will properly ascertain or assess all of
the  significant  risk factors.  We also cannot assure you that an investment in
our  units,  common  stock  or  warrants  will not  ultimately  prove to be less
favorable to our stockholders than a direct  investment,  if an opportunity were
available, in a target business.

The PRC has and continues to enact regulations in our target business'  proposed
industry segments that prohibit or restrict foreign  investment.  Any changes to
these  regulations  or the enactment of additional  regulations  could  severely
impair our ability to consummate a business combination.

      We have  initially  focused and continue to focus our search on businesses
in the PRC that are  engaged in the mining of  minerals.  The PRC has  enacted a
series of laws and  regulations  affecting the mining  industry over the past 20
years. The "China Mineral Resources Law" declares state ownership of all mineral
resources  in the PRC.  However,  mineral  exploration  rights can be bought and
traded by foreign owned PRC companies. Under the law, the central government has
issued  various  rules and  regulations  and it also  publishes the "Guidance on
Foreign  Direct  Investment"  and the "Guiding  Catalogue of Foreign  Investment
Projects," which classify into four categories the industries and specific types
of  minerals in the PRC and their  availability  to foreign  direct  investment,
which  categories  are  either:  "encouraged",   "permitted",   "restricted"  or
"prohibited." Subject to the type of mineral resource to be explored,  companies
exploring  "restricted"  mineral  resources  may be  required to take a specific
corporate form (such as a joint venture or cooperative joint venture) with a PRC
national or to be majority  owned by a PRC  national,  such PRC  national  being
either a legal person (for example, a corporation or a partnership) or a natural
person (an  individual).  If the  relevant  Chinese  authorities  find us or the
target business with which we ultimately  complete a business  combination to be
in violation of any existing or future Chinese laws or  regulations,  they would
have broad  discretion  in dealing  with such a  violation,  including,  without
limitation:

      o     levying fines;

      o     revoking our business and other licenses;

      o     requiring that we restructure our ownership or operations; and

      o     requiring  that we  discontinue  any  portion or all of our  mineral
            resources related business.

We may expand our search for a proposed  target  business  outside the  minerals
industry.  The PRC  may  enact  regulations  to  prohibit  or  restrict  foreign
investment in industries  currently  without a regulatory  framework or it could
impose  additional  regulations in industries  for which a regulatory  framework
presently exists, which may severely impair our target business' operations.

      The PRC has enacted  regulations for various industry segments to prohibit
or restrict  foreign  investment.  Many of the rules and  regulations in the PRC
that  we  may  face  may  not  be  explicitly  communicated  and  there  may  be
uncertainties  regarding proper  interpretations  of current and future laws and
regulations in the PRC. In addition,  the PRC may enact  regulations to prohibit
or restrict  foreign  investment  in industries  currently  without a regulatory
framework.  All of these  factors  could  severely  impair our target  business'
operations.  As  noted  in  the  risk  factor  above,  if the  relevant  Chinese
authorities  find us or the target business with which we ultimately  complete a
business  combination  to be in violation of any existing or future Chinese laws
or  regulations,  they  would  have  broad  discretion  in  dealing  with such a
violation, including, without limitation:

                                       10
<PAGE>

      o     levying fines;

      o     revoking our business and other licenses;

      o     requiring that we restructure our ownership or operations; and

      o     requiring  that we  discontinue  any portion or all of our  business
            subject to regulations.

Based on current PRC  regulations  for  industry  segments  and  similar  future
regulations in any other industries in which we may search for a target company,
our capital  structure and ownership  requirements may  significantly  limit the
number  of  potential  target  businesses.  Any of these  actions  could  have a
material adverse impact on our business and financial condition.

If  political  relations  between the U.S.  and the PRC weaken,  it could make a
target  business'  operations  or the  mineral  resources  mined by such  target
business less attractive.

      The  relationship  between  the  United  States  and the PRC is subject to
sudden fluctuation and periodic tension.  Changes in political conditions in the
PRC and changes in the state of Sino-U.S. relations are difficult to predict and
could adversely  affect our operations or cause potential  target  businesses or
their mineral resources to become less attractive.  This could lead to a decline
in our  profitability.  Any weakening of relations  between the U.S. and the PRC
could  have a  material  adverse  effect on our  operations  after a  successful
completion of a business combination.

Our  operations  after  a  successful  business  combination  in the PRC may not
develop  in the  same way or at the same  rate as might be  expected  if the PRC
economy were similar to the market-oriented economies of OECD member countries.

      The economy of the PRC has  historically  been a  nationalistic,  "planned
economy," meaning it functions and produces  according to governmental plans and
pre-set  targets  or quotas.  In certain  aspects,  the PRC's  economy  has been
transitioning to a more market-oriented economy.  However, we cannot predict the
future  direction of these  economic  reforms or the effects these  measures may
have.  The PRC  economy  also  differs  from  the  economies  of most  countries
belonging to the  Organization  for Economic  Cooperation  and  Development,  an
international  group of member  countries  sharing a  commitment  to  democratic
government and market economy (OECD). For instance:

      o     the level of  state-owned  enterprises in the PRC is greater than in
            most of the countries belonging to the OECD;

      o     the level of capital  reinvestment is lower in the PRC than in other
            countries that are members of the OECD; and

      o     the PRC has various  impediments in place that make it difficult for
            foreign  firms  to  obtain  local  currency,  as  opposed  to  other
            countries  belonging  to the OECD where  exchange of  currencies  is
            generally free from restriction.

As a result of these  differences,  our operations  after a successful  business
combination  may not  develop  in the same  way or at the same  rate as might be
expected if the PRC economy were similar to those of the OECD member countries.

Because some of our directors and officers  reside outside of the United States,
it may be difficult for you to enforce your rights  against them or enforce U.S.
court judgments against them in the PRC.

      Three of our  directors  and one of our  officers  reside  outside  of the
United  States  and,  after  the   consummation   of  a  business   combination,
substantially all of our assets will be located outside of the United States. It
may  therefore be difficult  for investors in the United States to enforce their
legal rights,  to effect service of process upon our directors or officers or to
enforce  judgments of United States courts predicated upon civil liabilities and
criminal  penalties of our  directors and officers  under United States  Federal
securities laws.  Further,  it is unclear if extradition  treaties now in effect
between the United  States and the PRC would  permit  effective  enforcement  of
criminal penalties of the United States Federal securities laws.

                                       11
<PAGE>

Because the Chinese  judiciary,  which is relatively  inexperienced in enforcing
corporate and  commercial  law, will determine the scope and  enforcement  under
Chinese law of almost all of our target business' material agreements, we may be
unable to enforce our rights inside and outside of the PRC.

      Chinese  law will  govern  almost  all of our  target  business'  material
agreements,  some of which may be with Chinese governmental  agencies. We cannot
assure you that the target  business will be able to enforce any of its material
agreements or that  remedies  will be available  outside of the PRC. The Chinese
judiciary is relatively inexperienced in enforcing corporate and commercial law,
leading to a higher than usual  degree of  uncertainty  as to the outcome of any
litigation.  The inability to enforce or obtain a remedy under any of our future
agreements may have a material adverse impact on our operations.

If the United  States  imposes  trade  sanctions  on the PRC due to its  current
currency policies,  our target business' ability to succeed in the international
markets may be diminished.

      The PRC currently  "pegs" its currency to the United States  dollar.  This
means  that each unit of  Chinese  currency  has a set ratio for which it may be
exchanged for United States currency, as opposed to having a floating value like
other  countries'   currencies.   This  policy  is  currently  under  review  by
policy-makers  in the United  States.  Trade  groups in the United  States  have
blamed  the cheap  value of the  Chinese  currency  for  causing  job  losses in
American factories, giving Chinese exporters an unfair advantage and making U.S.
exports to China expensive.  There is increasing  pressure for the PRC to change
its  currency   policies  to  provide  for  its  currency  to  float  freely  on
international  markets.  As a result,  the United States Congress is considering
the enactment of a bill that would require the United States treasury  secretary
to report to Congress  whether the PRC is  manipulating  its  currency to gain a
trade advantage. If Congress deems this to be the case, tariffs would be imposed
on Chinese  imports in  addition  to those  already in force.  If an  additional
tariff is imposed,  it is possible  that  China-based  companies  will no longer
maintain the significant price advantages over foreign companies,  including the
United  States,  on their goods and  services.  If the PRC changes its  existing
currency  policies  or if the  United  States or other  countries  enact laws to
penalize the PRC for its existing  currency  policies,  our target companies are
likely to be adversely  affected since the current  competitive  advantages that
exist as a result of existing currency policies will cease.

If we are able to consummate a business  combination  with a target  business in
the minerals industry in the PRC, there may be risks associated with operating a
mineral resource-related company which may affect our eventual operations.

      We may  consummate a business  combination  with a company that focuses on
mining a specific type or types of minerals. Our operations could be affected by
mining  conditions,  which may include faults,  seam deterioration in quality or
thickness,  pressure in mine  openings,  the presence of gas,  water inflow from
water-bearing strata and propensity for spontaneous combustion inside the mines,
as well as  operational  risks  associated  with all  industrial or  engineering
activity, such as mechanical breakdowns.  Our operations may involve underground
mining,  which is also subject to certain  risks such as methane  outbursts  and
accidents caused by roof weakness and groundfalls.  The foregoing conditions may
result in an  increase  in our cost of  production  as a result  of  delays  and
additional operational expenses. Accordingly, there can be no assurance that the
occurrence of such events or conditions would not have a material adverse effect
on our results of operations.

      The mining industry in the PRC also has drawbacks that the mining industry
does not have within the United States. For instance:

      o     In China, insurance coverage is a relatively new concept compared to
            that of the  United  States  and for  certain  aspects of a business
            operation  insurance  coverage is restricted  or expensive.  Workers
            compensation  for  employees  in the PRC may be  unavailable  or, if
            available, insufficient to adequately cover such employees.

                                       12
<PAGE>

      o     The  environmental  laws  and  regulations  in the PRC  set  various
            standards  regulating  certain  aspects of health and  environmental
            quality,  including,  in some cases,  the obligation to rehabilitate
            current and former  facilities and locations where operations are or
            were  conducted.  Violation  of such  standards  could  result  in a
            temporary  or  permanent  restriction  by  the  PRC  of  our  mining
            operations.

We cannot assure you that a target business with which we ultimately  complete a
business  combination  with will be able to  adequately  address any of these or
other limitations.

If we acquire a target business in the minerals industry,  we will be subject to
certain risks which are unique to this industry.

      The exploration  for and production of minerals is highly  speculative and
involves  risks  different  from  and  in  some  instances  greater  than  risks
encountered by companies in other industries.  Many exploration  programs do not
result in the discovery of any minerals,  and any minerals discovered may not be
of sufficient quantity or quality.  Simply discovering promising  mineralization
may not warrant  production  because the minerals may be difficult or impossible
to extract or mine on a profitable basis, if at all.

      Profitability  of any  extraction and mining we may conduct will involve a
number of factors, including, but not limited to:

      o     the ability to obtain all required permits;

      o     costs of bringing the property into production;

      o     the construction of adequate production facilities;

      o     the availability and costs of financing;

      o     keeping ongoing costs of production at economic levels; and

      o     market prices for the minerals to be mined staying above  production
            costs.

Further, even if we are able to extract minerals on a profitable basis, it could
take months or even years from the time we commence such  extraction to the time
we are able to sell such minerals. We cannot assure you that any target business
we may  acquire in the future  will own  properties  that  contain  deposits  of
minerals that will be profitable to extract or mine.

Because  any  target  business  with  which we  attempt  to  complete a business
combination  will  be  required  to  provide  our  stockholders  with  financial
statements prepared in accordance with and reconciled to United States generally
accepted accounting principles, prospective target businesses may be limited.

      In accordance with requirements of United States Federal  securities laws,
in order to seek  stockholder  approval  of a business  combination,  a proposed
target business will be required to have certain financial  statements which are
prepared in  accordance  with,  or which can be  reconciled  to, U.S.  generally
accepted  accounting  principles and audited in accordance  with U.S.  generally
accepted auditing standards.  To the extent that a proposed target business does
not have  financial  statements  which have been prepared  with, or which can be
reconciled to, U.S. GAAP, and audited in accordance  with U.S. GAAS, we will not
be able to acquire that proposed target business. These financial statements may
limit the pool of potential target businesses which we may acquire.

Exchange  controls  that exist in the PRC may limit our  ability to utilize  our
cash flow effectively following a business combination.

      Following  a business  combination,  we will be subject to the PRC's rules
and regulations on currency conversion. In the PRC, the State Administration for
Foreign Exchange ("SAFE")  regulates the conversion of the Renminbi into foreign
currencies.  Currently,  foreign investment enterprises ("FIEs") are required to
apply to the SAFE for "Foreign  Exchange  Registration  Certificates  for FIEs."

                                       13
<PAGE>

Following  a business  combination,  we will likely be an FIE as a result of our
ownership  structure.  With such  registration  certificates,  which  need to be
renewed annually, FIEs are allowed to open foreign currency accounts including a
"basic account" and "capital account." Currency  translation within the scope of
the "basic  account,"  such as remittance of foreign  currencies  for payment of
dividends,  can be effected without requiring the approval of the SAFE. However,
conversion of currency in the "capital account," including capital items such as
direct investment,  loans and securities, still require approval of the SAFE. We
cannot assure you that the PRC  regulatory  authorities  will not impose further
restrictions on the convertibility of the Renminbi.  Any future  restrictions on
currency  exchanges  may  limit  our  ability  to use  our  cash  flow  for  the
distribution of dividends to our  shareholders or to fund operations we may have
outside of the PRC.

If  certain  tax  exemptions  within  the PRC  regarding  withholding  taxes are
removed,  we may be  required  to deduct  corporate  withholding  taxes from any
dividends we may pay in the future.

      Under the PRC's current tax laws,  regulations and rulings,  companies are
exempt from paying withholding taxes with respect dividends paid to stockholders
outside of the PRC. However, if the foregoing exemption is removed in the future
following a business  combination,  we may be required to deduct certain amounts
from dividends we pay to our  shareholders to pay corporate  withholding  taxes.
The  current  rate  imposed on  corporate  withholding  taxes is 20%, or 10% for
individuals  and entities of those  countries  that entered into the Protocol of
Avoidance of Double Taxation with the PRC.


We may issue  shares of our  common  stock and  preferred  stock to  complete  a
business combination, which would reduce the equity interest of our stockholders
and likely cause a change in control of our ownership.

      Our amended and  restated  certificate  of  incorporation  authorizes  the
issuance of up to 20,000,000 shares of common stock, par value $.0001 per share,
and  1,000,000  shares of  preferred  stock,  par value  $.0001  per  share.  We
currently  have  6,100,000  authorized  but unissued  shares of our common stock
available for issuance (after appropriate reservation for the issuance of shares
upon full exercise of our  outstanding  warrants and the purchase option granted
to Broadband Capital Management, the representative of the underwriters) and all
of the 1,000,000  shares of preferred stock available for issuance.  Although we
have  no  commitments  as of the  date  of  this  annual  report  to  issue  our
securities, we will, in all likelihood, issue a substantial number of additional
shares of our common stock or preferred  stock,  or a combination  of common and
preferred stock, to complete a business combination.  The issuance of additional
shares of our common stock or any number of shares of our preferred stock may:

      o     significantly reduce the equity interest of our stockholders;

      o     likely  cause a change in  control  if a  substantial  number of our
            shares of common  stock are issued,  which may  affect,  among other
            things, our ability to use our net operating loss carry forwards, if
            any,  and most likely also result in the  resignation  or removal of
            our present officers and directors;

      o     adversely  affect the voting power or other rights of the holders of
            our  common  stock  if  we  issue  preferred  stock  with  dividend,
            liquidation,  conversion  voting  or other  rights  superior  to the
            common stock; and

      o     adversely affect prevailing market prices for our common stock.

Similarly, if we issued debt securities, it could result in:

      o     default  and  foreclosure  on our assets if our  operating  revenues
            after a  business  combination  were  insufficient  to pay our  debt
            obligations;

      o     acceleration of our obligations to repay the indebtedness even if we
            have made all principal  and interest  payments when due if the debt
            security  contained  covenants  that  required  the  maintenance  of
            certain  financial  ratios or reserves  and any such  covenant  were
            breached without a waiver or renegotiation of that covenant;

                                       14
<PAGE>

      o     our immediate payment of all principal and accrued interest, if any,
            if the debt security was payable on demand; and

      o     our inability to obtain additional financing,  if necessary,  if the
            debt security contained covenants  restricting our ability to obtain
            additional financing while such security was outstanding.

It  is  likely  that  our  current  officers  and  directors  will  resign  upon
consummation of a business combination, and we will have only limited ability to
evaluate the management of the target business.

      Our ability to successfully effect a business  combination will be totally
dependent  upon the  efforts of our key  personnel.  The future  role of our key
personnel in the target  business,  however,  cannot  presently be  ascertained.
Although it is possible that some of our key personnel will remain associated in
various capacities with the target business following a business combination, it
is likely that the management of the target business at the time of the business
combination will remain in place.  Although we intend to closely  scrutinize the
management of a prospective  target  business in connection  with evaluating the
desirability of effecting a business combination,  we cannot assure you that our
assessment of management will prove to be correct.

Our officers and directors allocate their time to other businesses,  which could
cause a conflict  of  interest  as to which  business  they  present as a viable
acquisition opportunity.

      Our officers and  directors  are not required to commit their full time to
our affairs, which may result in a conflict of interest in allocating their time
between our  operations and other  businesses.  Some of these persons may in the
future become affiliated with entities, including other "blank check" companies,
engaged in business  activities similar to those intended to be conducted by us.
Our officers and directors may become aware of business  opportunities which may
be appropriate for  presentation to us as well as other entities with which they
are  currently or may in the future be  affiliated.  Accordingly,  they may have
conflicts  of interest in  determining  to which  entity a  particular  business
opportunity should be presented.  We cannot assure you that these conflicts will
be resolved in our favor.

Our Initial Stockholders,  who are our directors and officers, own shares of our
securities that will not participate in liquidation  distributions and therefore
they may have a conflict of interest in determining  whether a particular target
business is appropriate for a business combination.

      Our Initial Stockholders, who are our directors and officers, own stock in
us, but have  waived  their  right to receive  distributions  upon  liquidation.
Additionally,  each of our Initial  Stockholders  purchased warrants in the open
market following our initial public  offering.  The shares and warrants owned by
our Initial  Stockholders  will be worthless if we do not  consummate a business
combination.  The personal and financial  interests of our Initial  Stockholders
may influence  their  motivation in identifying  and selecting a target business
and  completing  a  business  combination  timely.  Consequently,   our  Initial
Stockholders  discretion in identifying and selecting a suitable target business
may  result in a  conflict  of  interest  when  determining  whether  the terms,
conditions and timing of a particular  business  combination are appropriate and
in our stockholders' best interest.

If  our  common  stock   becomes   subject  to  the  SEC's  penny  stock  rules,
broker-dealers may experience difficulty in completing customer transactions and
trading activity in our securities may be adversely affected.

      If at any time we have net tangible  assets of  $5,000,000 or less and our
common  stock has a market price per share of less than $5.00,  transactions  in
our common stock may be subject to the "penny stock" rules promulgated under the
Securities Exchange Act of 1934. Under these rules, broker-dealers who recommend
such securities to persons other than institutional accredited investors:

      o     must  make a  special  written  suitability  determination  for  the
            purchaser;

                                       15
<PAGE>

      o     receive the purchaser's  written agreement to a transaction prior to
            sale;

      o     provide the purchaser with risk disclosure  documents which identify
            certain risks  associated with investing in "penny stocks" and which
            describe  the  market  for  these  "penny   stocks"  as  well  as  a
            purchaser's legal remedies; and

      o     obtain  a  signed  and  dated   acknowledgment  from  the  purchaser
            demonstrating  that the purchaser has actually received the required
            risk disclosure document before a transaction in a "penny stock" can
            be completed.

      If our common stock  becomes  subject to these rules,  broker-dealers  may
find it difficult to effectuate  customer  transactions  and trading activity in
our securities may be adversely  affected.  As a result, the market price of our
securities  may be  depressed,  and you may find it more  difficult  to sell our
securities.

It is probable  that we will only be able to complete one business  combination,
which will cause us to be solely dependent on a single business.

      The net proceeds from our initial  public  offering  provided us with only
approximately  $21,274,000 which we may use to complete a business  combination.
Our  initial  business  combination  must be with a business  with a fair market
value  of at  least  80% of our net  assets  at the  time  of such  acquisition.
Consequently,  it is probable  that we will have the ability to complete  only a
single business combination. Accordingly, the prospects for our success may be:

      o     solely dependent upon the performance of a single business, or

      o     dependent upon the  development or market  acceptance of a single or
            limited number of products, processes or services.

      In this case, we will not be able to diversify  our  operations or benefit
from the  possible  spreading  of risks or  offsetting  of losses,  unlike other
entities which may have the resources to complete several business  combinations
in different industries or different areas of a single industry.

Because of our limited  resources and the  significant  competition for business
combination  opportunities,  we  may  not  be  able  to  consummate  a  business
combination with growth potential.

      We expect to encounter  intense  competition  from other entities having a
business objective similar to ours,  including venture capital funds,  leveraged
buyout funds and operating businesses competing for acquisitions.  Many of these
entities are well  established and have extensive  experience in identifying and
effecting business  combinations  directly or through affiliates.  Many of these
competitors possess greater technical,  human and other resources than we do and
our financial resources will be relatively limited when contrasted with those of
many of these  competitors.  While we believe that there are numerous  potential
target  businesses  that we could  acquire  with the net proceeds of our initial
public  offering,  our ability to compete in acquiring  certain  sizable  target
businesses will be limited by our available financial  resources.  This inherent
competitive  limitation gives others an advantage in pursuing the acquisition of
certain target businesses.  Further,  the obligation we have to seek stockholder
approval of a business  combination may delay the consummation of a transaction;
our  obligation  to convert  into cash the shares of common stock held by public
stockholders  in certain  instances  may reduce the  resources  available  for a
business combination; and our outstanding warrants, and the future dilution they
potentially represent, may not be viewed favorably by certain target businesses.
Any  of  these  obligations  may  place  us  at a  competitive  disadvantage  in
successfully negotiating a business combination.

                                       16
<PAGE>

We may be unable to obtain  additional  financing,  if  required,  to complete a
business  combination  or to  fund  the  operations  and  growth  of the  target
business,  which could compel us to  restructure  the  transaction  or abandon a
particular business combination.

      Although we believe that the net proceeds of our initial  public  offering
will be sufficient to allow us to consummate a business combination,  in as much
as we have not yet identified any prospective target business or entered into an
agreement in principle or a definitive  agreement  with a target  business  with
which to  complete a  business  combination,  we cannot  ascertain  the  capital
requirements for any particular transaction.  If the net proceeds of our initial
public  offering  prove to be  insufficient,  either  because of the size of the
business combination or the depletion of the available net proceeds in search of
a target  business,  or  because  we become  obligated  to  convert  into cash a
significant number of shares from dissenting  stockholders,  we will be required
to seek additional financing.  We cannot assure you that such financing would be
available  on  acceptable  terms,  if at  all.  To the  extent  that  additional
financing  proves to be  unavailable  when  needed to  consummate  a  particular
business  combination,  we would be compelled to restructure  the transaction or
abandon that  particular  business  combination  and seek an alternative  target
business candidate. In addition, if we consummate a business combination, we may
require  additional  financing  to fund the  operations  or growth of the target
business.  The  failure  to secure  additional  financing  could have a material
adverse effect on the continued  development  or growth of the target  business.
None of our  officers,  directors  or  stockholders  is  required to provide any
financing to us in connection with or after a business combination.

Our Initial  Stockholders,  including  our  officers  and  directors,  control a
substantial  interest in us and thus may  influence  certain  actions  requiring
stockholder vote.

      Our Initial Stockholders, who are our directors and officers, collectively
own 20% of our  issued  and  outstanding  shares of common  stock.  Our board of
directors is divided into three classes,  each of which will generally serve for
a term of three  years with only one class of  directors  being  elected in each
year. It is unlikely  that there will be an annual  meeting of  stockholders  to
elect new directors  prior to the  consummation  of a business  combination,  in
which case all of the current  directors  will continue in office at least until
the consummation of the business combination.  If there is an annual meeting, as
a consequence  of our  "staggered"  board of  directors,  only a minority of the
board of directors will be considered for election and our Initial Stockholders,
because of their ownership position,  will have considerable influence regarding
the  outcome.  Accordingly,  our  Initial  Stockholders  will  continue to exert
control at least until the consummation of a business combination.  In addition,
our Initial  Stockholders  and their affiliates and relatives are not prohibited
from purchasing units, common stock or warrants in the aftermarket.  If they do,
we cannot assure you that our Initial  Stockholders  will not have  considerable
influence upon the vote in connection with a business combination.

Our  outstanding  warrants may have an adverse effect on the market price of our
common stock and make it more difficult to effect a business combination.

      In connection with our initial public  offering,  as part of the units, we
issued warrants to purchase 8,000,000 shares of our common stock. We also issued
an option to purchase  300,000 units to the  representative  of the underwriters
pursuant to which we issued  warrants to purchase  600,000  shares of our common
stock.  To the  extent  we issue  shares of  common  stock to effect a  business
combination, the potential for the issuance of substantial numbers of additional
shares  upon  exercise  of  these  warrants  and  options  could  make us a less
attractive  acquisition  vehicle  in the  eyes  of a  target  business  as  such
securities,  when exercised,  will increase the number of issued and outstanding
shares of our common stock and reduce the value of the shares issued to complete
the business combination. Accordingly, our warrants and options may make it more
difficult  to  effectuate  a business  combination  or increase  the cost of the
target business.  Additionally,  the sale, or even the possibility of a sale, of
the shares  underlying  the warrants and options could have an adverse effect on
the market price for our  securities  or on our ability to obtain  future public
financing.  If and to the extent these warrants and options are  exercised,  you
may experience dilution to your holdings.

                                       17
<PAGE>

If our Initial  Stockholders  exercise their registration rights, it may have an
adverse  effect on the market  price of our common  stock and the  existence  of
these rights may make it more difficult to effect a business combination.

      Our Initial  Stockholders  are  entitled  to demand  that we register  the
resale of their shares of common stock at any time after the date on which their
shares are released  from escrow.  If our Initial  Stockholders  exercise  their
registration  rights with respect to all of their shares of common  stock,  then
there  will be an  additional  1,000,000  shares of common  stock  eligible  for
trading in the public market.  The presence of this additional  number of shares
of common stock  eligible  for trading in the public  market may have an adverse
effect on the market price of our common  stock.  In addition,  the existence of
these rights may make it more difficult to effectuate a business  combination or
increase  the cost of the target  business,  as the  stockholders  of the target
business may be discouraged from entering into a business combination with us or
will  request  a  higher  price  for  their  securities  as a  result  of  these
registration  rights and the potential  future effect their exercise may have on
the trading market for our common stock.

Our securities are quoted on the OTC Bulletin Board,  which limits the liquidity
and price of our securities more than if our securities were quoted or listed on
the Nasdaq Stock Market or a national exchange.

      Our securities trade in the over-the-counter  market and are quoted on the
OTC  Bulletin  Board,  an  NASD-sponsored  and operated  inter-dealer  automated
quotation system for equity  securities not included in the Nasdaq Stock Market.
Quotation of our  securities on the OTC Bulletin  Board limits the liquidity and
price of our securities more than if our securities were quoted or listed on the
Nasdaq Stock Market or a national exchange.

If we are deemed to be an  investment  company,  we may be required to institute
burdensome compliance  requirements and our activities may be restricted,  which
may make it difficult for us to complete a business combination.

      If we are deemed to be an investment  company under the Investment Company
Act of 1940, our activities may be restricted, including:

      o     restrictions on the nature of our investments; and

      o     restrictions  on the  issuance  of  securities,  which  may  make it
            difficult for us to complete a business combination.

      In  addition,  we  may  have  imposed  upon  us  burdensome  requirements,
including:

      o     registration as an investment company;

      o     adoption of a specific form of corporate structure; and

      o     reporting, record keeping, voting, proxy and disclosure requirements
            and other rules and regulations.

We do not believe that our anticipated  principal  activities will subject us to
the Investment  Company Act of 1940. To this end, the proceeds held in trust may
only be invested by the trust agent in  "government  securities"  with  specific
maturity  dates.  By  restricting  the  investment  of  the  proceeds  to  these
instruments,  we intend to meet the requirements  for the exemption  provided in
Rule 3a-1  promulgated  under the  Investment  Company  Act of 1940.  If we were
deemed to be subject to the act,  compliance  with these  additional  regulatory
burdens would require additional expense that we have not allotted for.

If our directors are unable to examine  interested  transactions with a neutral,
unbiased  view,  it could  result in actions  taken or expenses  incurred on our
behalf that may not be in our best interests.

      Each of our  directors  owns  shares of our  securities  and,  although no
compensation  will be paid by us to them for  services  rendered  prior to or in
connection  with a business  combination,  they may  receive  reimbursement  for
out-of-pocket  expenses  incurred by them in connection  with  activities on our
behalf such as  identifying  potential  target  businesses  and  performing  due

                                       18
<PAGE>

diligence on suitable business combinations.  There is no limit on the amount of
these  out-of-pocket  expenses and there will be no review of the reasonableness
of the  expenses by anyone  other than our board of  directors,  which  includes
persons who may seek reimbursement, or a court of competent jurisdiction if such
reimbursement   is   challenged.   Because  our  directors  may  not  be  deemed
"independent"   under  the   guidelines   of  the  North   American   Securities
Administrators  Association,  Inc.,  we may not have the benefit of  independent
directors examining the propriety of expenses incurred on our behalf and subject
to reimbursement. Although we believe that all actions taken by our directors on
our behalf have been and will  continue to be in our best  interests,  we cannot
assure you that this is or will actually be the case.  If actions are taken,  or
expenses are  incurred,  that are actually not in our best  interests,  it could
have a material adverse effect on our business and operations.

Efforts  to  comply  with  recently  enacted  changes  in  securities  laws  and
regulations will require  substantial  financial and personnel  resources and we
still may fail to comply.

      As  directed  by Section 404 of the  Sarbanes-Oxley  Act of 2002,  the SEC
adopted rules  requiring  public  companies to include a report of management on
the company's internal controls over financial reporting in their annual reports
on Form 10-KSB.  In addition,  the public accounting firm auditing the company's
financial statements must attest to and report on management's assessment of the
effectiveness of the company's internal controls over financial reporting.  This
requirement  will first apply to our annual report on Form 10-KSB for our fiscal
year  ending  December  31,  2006.  If we are  unable to  conclude  that we have
effective  internal  controls over  financial  reporting or, if our  independent
auditors  are  unable  to  provide  us  with  an  unqualified  report  as to the
effectiveness of our internal  controls over financial  reporting as of December
31, 2006 and future  year ends as required by Section 404 of the  Sarbanes-Oxley
Act of 2002, investors could lose confidence in the reliability of our financial
statements, which could result in a decrease in the value of our securities. The
formal  process of evaluating our internal  controls over  financial  reporting,
which  will  require  the  devotion  of  substantial   financial  and  personnel
resources,  will need to be  undertaken  by us. Given that we have not commenced
this  formal  process,  that a company  with  which we may  complete  a business
combination  may not have commenced this formal process as it is not required to
under the laws of the PRC,  and that  guidance  from  United  States  regulatory
authorities in the area of internal  controls  continues to evolve,  uncertainty
exists regarding our ability, including our ability after we complete a business
combination, to comply by applicable deadlines.

Item 2      Description of Property

      We maintain our executive  offices at 210 East 85th Street,  Suite 16, New
York, New York 10028  pursuant to an agreement with Awaken  Advisors Inc. We pay
Awaken Advisors a monthly fee of $1,000 which is for general and  administrative
services,   including  office  space,  utilities  and  secretarial  support  and
consulting  services,  including investor  relations  preparation of a secondary
offering  materials and acquisition  assistance.  We consider our current office
space adequate for our current operations.

Item 3      Legal Proceedings

      We are not currently a party to any pending material legal proceeding.

Item 4      Submission of Matters to a Vote of Security Holders

      No matter was  submitted to a vote of security  holders  during the fourth
quarter of the fiscal year ended December 31, 2004.

                                       19
<PAGE>

                                    PART II

Item 5      Market for Common Equity and Related Stockholder Matters

Market Information

      Our units,  common stock and  warrants are traded on the  Over-the-Counter
Bulletin Board under the symbols "CMAQU," "CMAQ" and "CMAQW," respectively.  The
following  table sets forth the range of high and low closing bid prices for the
units,  common  stock and warrants  for the periods  indicated  since such units
commenced  public  trading on August 30,  2004 and since such  common  stock and
warrants  commenced  public trading on September 23, 2004. The  over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily reflect actual transactions.

                                           OTC Bulletin Board
                          China Mineral      China Mineral      China Mineral
                           Common Stock         Warrants            Units
                          High      Low      High      Low      High      Low
2004 First Quarter*       -0-       -0-      -0-       -0-       -0-      -0-
2004 Second Quarter*      -0-       -0-      -0-       -0-       -0-      -0-
2004 Third Quarter        4.72     4.70      0.65     0.57      6.05      5.80
2004 Fourth Quarter       4.75     4.65      0.64     0.52      5.83      5.75

* No  figures  are  included  as our  securities  commenced  trading  on the OTC
Bulletin Board on August 30, 2004.

Holders

      As of March 28,  2005,  there was one holder of record of our  units,  six
holders of record of our common stock and one holder of record of our  warrants.
We believe there is a substantial number of beneficial owners of our securities.

Dividends


      We have not  paid any  dividends  on our  common  stock to date and do not
intend to pay dividends prior to the completion of a business  combination.  The
payment of  dividends  in the future will be  contingent  upon our  revenues and
earnings,   if  any,  capital   requirements  and  general  financial  condition
subsequent to completion of a business combination. The payment of any dividends
subsequent to a business  combination  will be within the discretion of our then
board of  directors.  It is the present  intention  of our board of directors to
retain  all  earnings,   if  any,  for  use  in  our  business  operations  and,
accordingly,  our board  does not  anticipate  declaring  any  dividends  in the
foreseeable future.

Recent Sales of Unregistered Securities

      In April  2004,  we sold the  following  shares  of common  stock  without
registration under the Securities Act of 1933, as amended:

       Stockholders            Number of Shares
       ------------            ----------------
       Daniel Kunz                 250,000
       Simon Mu                    250,000
       Bing Zhao                   250,000
       Cui Guisheng                125,000
       Xiao Ma                     125,000

                                       20
<PAGE>

      We issued a total of 750,000  shares of our common  stock to Dr. Simon Mu,
Dr. Bing Zhao and Daniel Kunz at an  aggregate  purchase  price of US $24,975 or
$.0333 per share.  We also issued a total of 250,000  shares of our common stock
to Cui Guisheng and Xiao Ma at an aggregate purchase price of US $25, or $0.0001
per  share.  Such  shares  were  issued  in April  2004 in  connection  with our
organization  pursuant to the exemption from  registration  contained in Section
4(2) of the Securities Act.

Initial Public Offering

      On August 30,  2004,  we closed our initial  public  offering of 4,000,000
units,  with  each unit  consisting  of one  share of our  common  stock and two
warrants, each to purchase one share of our common stock at an exercise price of
$5.00 per  share.  The units were sold at an  offering  price of $6.00 per unit,
generating  gross  proceeds of  $24,000,000.  The  managing  underwriter  in the
offering  was  Broadband  Capital  Management  LLC. The  securities  sold in the
offering were  registered  under the  Securities  Act of 1933 on a  registration
statement on Form S-1 (No.  333-115999).  The Securities and Exchange Commission
declared the registration statement effective on August 24, 2004.

      We paid a total of $1,800,000 in  underwriting  discounts and  commissions
and approximately $926,000 for other costs and expenses related to the offering,
including $480,000 for the underwriters' non-accountable expense allowance of 2%
of  the  gross  proceeds.   After  deducting  the  underwriting   discounts  and
commissions and the other offering  expenses,  the total net proceeds to us from
the offering were approximately $21,274,000,  of which approximately $20,400,000
was deposited  into a trust fund and the remaining  proceeds of $874,000  became
available to be used to provide for business, legal and accounting due diligence
on prospective  business  combinations and continuing  operating expenses.  From
March 30, 2004 (the date of our  inception)  through  December 31, 2004, we have
used approximately  $22,000 of the net proceeds that were not deposited into the
trust fund to pay operating expenses.  The net proceeds deposited into the trust
fund remain on deposit in the trust fund  earning  interest.  As of December 31,
2004,  there  was  approximately  $20,514,000  held  in  the  trust  fund.

Item 6      Management's Discussion and Analysis or Plan of Operation

      The following  discussion should be read in conjunction with our financial
statements and footnotes thereto contained elsewhere in this annual report.

Forward Looking Statements

      The  statements  discussed in this annual report include  forward  looking
statements that involve risks and  uncertainties,  including the timely delivery
and acceptance of our products and the other risks detailed from time to time in
our reports filed with the Securities and Exchange Commission.

Critical Accounting Policies

      The  preparation  of financial  statements in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management 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 expenses  during the reporting  period.  Actual  results could differ
from those estimates.

      Management  does  not  believe  that  any  recently  issued,  but  not yet
effective,  accounting  standards  if  currently  adopted  would have a material
effect on the accompanying financial statements.

Business Overview

      We were formed on March 30, 2004 to serve as a vehicle to effect a merger,
capital stock exchange,  asset acquisition or other similar business combination
with a company with its primary  operations  in the  People's  Republic of China
that is engaged in the mining of  minerals.  We intend to utilize  cash  derived
from the proceeds of our initial public offering,  our capital stock,  debt or a
combination of cash, capital stock and debt, to effect a business combination.

                                       21
<PAGE>

Results of Operations for the Period from March 30, 2004 (Inception) to December
31, 2004

      We had net loss of $24,765  for the period  ended  December  31, 2004 as a
result of operating expenses in connection with, among other things, our initial
public  offering and our filing  reports  under the  Securities  Exchange Act of
1934.  For the year ended  December  31,  2004,  we  incurred  $15,191 of travel
expenses,  $24,547  for  professional  fees,  $26,387  for other  formation  and
operating  costs,  $48,980 of costs  related to capital based taxes and interest
expense  of $619,  offset by  interest  income on the Trust Fund  investment  of
$90,959.

      We  consummated  our initial  public  offering on August 30,  2004.  Gross
proceeds from our initial public offering were  $24,000,000.  We paid a total of
$1,800,000 in underwriting discounts and commissions, and approximately $926,000
was  paid or will be paid  for  costs  and  expenses  related  to the  offering,
including $480,000 for the underwriters' non-accountable expense allowance of 2%
of  the  gross  proceeds.   After  deducting  the  underwriting   discounts  and
commissions  and the  offering  expenses,  the total net proceeds to us from the
offering were approximately $21,274,000,  of which approximately $20,400,000 was
deposited into the trust fund.  The remaining  proceeds are available to be used
by us to provide for business, legal and accounting due diligence on prospective
acquisitions and continuing  general and  administrative  expenses.  We will use
substantially  all of the net proceeds of our initial public offering to acquire
a target business,  including identifying and evaluating prospective acquisition
candidates,  selecting the target  business,  and  structuring,  negotiating and
consummating the business  combination.  To the extent that our capital stock is
used in whole or in part as consideration to effect a business combination,  the
proceeds  held in the trust fund as well as any other net  proceeds not expended
will be used to finance the  operations  of the target  business.  We believe we
will have  sufficient  available  funds  outside  of the trust  fund to  operate
through August 30, 2006, assuming that a business combination is not consummated
during that time. Over this time period, we anticipate approximately $175,000 of
expenses for legal, accounting and other expenses attendant to the due diligence
investigations,  structuring and negotiating of a business combination, $150,000
of  expenses  for the due  diligence  and  investigation  of a target  business,
$70,000 of expenses in legal and  accounting  fees relating to our SEC reporting
obligations,  $22,500 for the  administrative  fees and other  services of which
$1,500 was paid to Fu & Tong LLC for  administrative  services,  which agreement
was  terminated as of November 1, 2004,  and $21,000 of which has been allocated
to be paid to Awaken Advisors Inc. for  administrative  and other services,  and
$457,000  for  general  working  capital  that  will be used  for  miscellaneous
expenses and reserves, including approximately $125,000 for director and officer
liability insurance premiums. We do not believe we will need to raise additional
funds, other than those funds we raised in our initial public offering, in order
to meet the expenditures  required for operating our business.  However,  we may
need to raise  additional  funds  through a private  offering  of debt or equity
securities if such funds are required to consummate a business  combination that
is presented to us. We would only consummate such a fund raising  simultaneously
with the consummation of a business combination.

      On April 22, 2004, Dr. Simon Mu, our Chief  Executive  Officer,  President
and a Director,  Dr. Bing Zhao,  our Chief  Financial  Officer,  Secretary and a
Director, and Daniel Kunz, our Chairman of the Board, advanced $11,668,  $11,666
and  $11,666,  respectively,  aggregating  $35,000,  as payment on our behalf of
certain expenses incurred in connection with our initial public offering.  These
unsecured  loans bore  interest  at the rate of 4% per annum and were  repaid in
full on October 9, 2004.

Off-Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements.

Item 7      Financial Statements

      Please  see  the  financial  statements  beginning  on  page  F-1  located
elsewhere  in this  annual  report on Form  10-KSB  and  incorporated  herein by
reference.

Item 8      Changes In and  Disagreements  with  Accountants on Accounting and
            Financial Disclosure

      None.


                                       22
<PAGE>

Item 8A     Controls and Procedures

      (a)   Evaluation of disclosure controls and procedures.

      Our Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure  controls and procedures (as defined in Exchange
Act Rules  13a-15(f) and  15d-15(f)) as of the end of the period covered by this
report.  Based on this  evaluation,  such  officers have  concluded  that, as of
December 31, 2004,  our  disclosure  controls and  procedures  are  effective in
alerting them on a timely basis to material  information relating to us required
to be included in our periodic filings under the Exchange Act.

      (b)   Changes in internal control over financial reporting.

      During  the year ended  December  31,  2004,  there were no changes in our
internal  control over financial  reporting  that  materially  affected,  or are
reasonably likely to affect, our internal control over financial reporting.

      While we believe our internal  controls are adequate and that there are no
material  weaknesses,  it  should  be noted  that our  disclosure  controls  and
procedures and our internal  controls will not necessarily  prevent all error or
fraud,  and can thus not provide  absolute  assurance that all control issues or
fraud can be detected.

Item 8B     Other Information

      None.

                                   PART III.

Item  9     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(A) of the Exchange Act.

      Our current directors and executive officers are as follows:

         Name             Age                     Position
         ----             ---                     --------
Daniel Kunz                52    Chairman of the Board of Directors

Dr. Simon Mu               47    Chief Executive Officer, President and Director

Dr. Bing Zhao              42    Chief Financial Officer, Secretary and Director

Cui Guisheng               58    Director

Xiao Ma                    39    Director

      Daniel  Kunz has served as our  Chairman of the Board of  Directors  since
April 2004.  Mr. Kunz has over 25 years of experience in  international  mining,
construction,  engineering and natural  resource  development.  He has extensive
management  experience with public  resource  companies,  including  project and
corporate finance,  accounting,  reporting,  operations, and engineering.  Since
December 2003, Mr. Kunz has served as the Chief Executive Officer and a Director
of U.S.  Geothermal  Inc., a company listed on the TSX Venture Exchange which is
developing  geothermal  properties in Idaho.  Since  January 2004,  Mr. Kunz has
served as the  President  of Triumph  Gold  Corp.,  a company  listed on the TSX
Venture  Exchange  which  explores for gold on  properties it owns in Venezuela.
From March 2003 to March 2004,  he served as  President  and Director of Pacific
Minerals,  Ltd.  (now known as Jinshan  Gold  Mines),  a  subsidiary  company of
Ivanhoe  Mines  listed on the TSX  Venture  Exchange,  which is  engaged  in the
exploration for copper,  gold and platinum group metals in China.  From November
2000 to March 2003,  Mr.  Kunz was  President  and a Director of Ivanhoe  Mines,
Ltd., a Toronto Stock Exchange and Nasdaq National  Market listed company.  From
November 1997 to October 2000,  Mr. Kunz served as Executive  Vice President and
Chief Operating  Officer of Ivanhoe Mines,  Ltd. From May 1990 to November 1995,
Mr. Kunz served as President,  Chief Executive Officer and a director of MK Gold
Company,  a Nasdaq OTC listed  company,  which owned and  operated  several gold
mines in the western United States and provided  contract-mining services to the
industry.  Mr. Kunz holds a B.Sc. in Engineering  from the University of Montana
Tech (Montana School of Mines) and an M.B.A. from Boise State University.

                                       23
<PAGE>

      Dr. Simon Mu has served as our Chief  Executive  Officer,  President and a
member of our board of directors  since April 2004.  Dr. Mu has over 15 years of
experience in international financing and mergers and acquisitions in China. Dr.
Mu is the Managing Director of Capital Bridge Investment Ltd., a Chinese company
specializing  in mergers,  acquisitions  and distressed debt financing in China,
since  August  2003.  Dr. Mu is the founder and  Chairman of General  Components
Inc., a broadband  technology company,  since September 1998. Since 1996, Dr. Mu
has  served  as  Chairman  of the  Board  of  Beijing  Marrison  World  Business
Information  Systems Company,  a computer systems  integrator in China, in which
Dr.  Mu  is  also  a  majority  shareholder.  He  was  Vice-Chairman  of  Jinpan
International  Ltd.,  an AMEX listed  company,  between  August 1997 to December
1999.  From February 1995 to August 1998, Dr. Mu was President of Patron America
Inc., a financial  advisory  company.  From  September  1993 to January 1995, he
served as Vice  President  of  Investment  Banking for Salomon  Brothers in Hong
Kong.  Prior to joining  Salomon,  he was an  Assistant  Professor at the Lyndon
Johnson  School,  the  University of Texas at Austin,  from 1991 to 1993. Dr. Mu
holds a Masters in Econometrics and a Ph.D. in Planning and Development Finance,
both from the University of North Carolina at Chapel Hill. He has a B.S.  degree
in Urban Planning from Nanjing University.

      Dr. Bing Zhao has served as our Chief Financial  Officer,  Secretary and a
member of our board of  directors  since April 2004.  Dr. Zhao has over 12 years
experience in structured  finance and trading  services.  His specialties are in
structuring  and  placement  of   asset-backed   securities   involving   credit
enhancement arrangements and various  commodity/natural  resources related trade
finance  expertise.  Dr. Zhao is the co-founder and a Director of Capital Bridge
Investment  Ltd., a Chinese company  specializing in mergers,  acquisitions  and
distressed debt financing in China, since August 2003. From 1999 to the present,
Dr. Zhao has served as the Managing Director of Simplex Capital Asia Limited, an
investment  advisory  firm.  From  January 2000 to December  2001,  he served as
Executive  Director of Central China Enterprises  Limited,  a Hong Kong publicly
listed  company  with  investments  in power,  coking coal  manufacturing  and a
broadband cable network. From April 2000 to December 2001, he served as Managing
Director of China  Hi-Tech  Group  Limited,  a Shanghai  Stock  Exchange  Listed
company specializing in venture capital financings.  From 1998 to 1999, Dr. Zhao
served as Managing  Director of the Asia  Growth Fund  Limited,  a hedge fund he
co-founded that specialized in credit and interest rate arbitrage trading.  From
September 1992 to May 1997, he was a Vice  President at Salomon  Brothers at its
proprietary desk trading structured products. He is also a registered investment
adviser under the Securities  Ordinance of Hong Kong and has counseled  numerous
listed and  non-listed  companies in Hong Kong and Mainland  China on investment
strategies and risk management  techniques.  Dr. Zhao holds a Master's degree in
Applied  Mathematics  from  Illinois  Institute  of  Technology  and a Ph.D.  in
Operational  Research  from  Columbia  University.  He has a B.S. in  Mechanical
Engineering from the University of Science and Technology, China.

      Cui Guisheng has served as a member of our board of directors  since April
2004. Mr.  Guisheng has over 30 years  experience in mineral  resource  trading,
investments,  mergers and acquisitions of resource related business. Since April
2001, he has served as Chairman of Huanghe  Yellow-River  Science and Technology
Group,  a  company  investing  in  and  acquiring   technology-related   Chinese
companies.  From  1998 to  2001,  Mr.  Guisheng  served  as  President  of China
Non-Ferrous  Metals (Hong Kong) Company,  a Hong Kong publicly  listed  company.
From June 1998 through March 2001, Mr. Guisheng served as the Executive Director
and  Managing  Director of Onfem  Holdings  Ltd.,  a Hong Kong  publicly  listed
investment  holding company.  From 1998 to 2001, he served as Vice-Chairman  and
Executive  Director of Oriental Metals (Holdings)  Company, a Hong Kong publicly
listed  company.  From 1998 to 2001, he was a Director of China  Merchants China
Direct  Investment,  Ltd. From 1987 to 1998,  Mr.  Guisheng  served as Executive
Managing  Director of Zhuhai  Shining  Metals Group,  Inc., a Shenzhen  publicly
listed  company which  primarily  invests and tracks in nonferrous  metals.  Mr.
Guisheng graduated from Guilin Foreign Language College.

      Xiao Ma has served as a member of our board of directors since April 2004.
Mr. Ma has over 16 years experience in minerals trading, financing,  hedging and
metals  projects.  Since  2000,  Mr.  Xiao has served as  Managing  Director  of
Shenzhen  Gloryharvest  Investment  Ltd., an investment  company  specialized in


                                       24
<PAGE>

trading and acquisition of mineral  resources  related  business in China.  From
December 1988 to November 1991, he worked as Manager of the Copper Department of
China National Metals & Minerals Import & Export Corp. During that period he was
involved  in the  merger and  acquisition  of several  mineral  companies.  From
December 1991 to January 1996, Mr. Ma was General Manager of Base Metals Dept of
Minerals (UK) Ltd. in London where he consummated  copper contracts with Jiangxi
Copper Corp. and several other Chinese mining companies. During that period, Mr.
Ma was responsible for over  US$2billion  copper warrants  hedging and financing
transactions for China National Stockpile Bureau on the LME. From August 1998 to
October  1999,  he  served  as  Vice  President  of  Shenzhen  Mindu  Industrial
Enterprise,  a Chinese  company  mainly  investing  and trading  aluminum.  From
November 1999 to January 2001, he worked as a representative  of Enami Ltd., the
second  largest  copper  mining and smelting  company in Chile,  mainly  trading
copper  concentrates and cathodes in China. From April 2002 to October 2002, Mr.
Ma served as a consultant to Pirelli  Cables Ltd.  Baoyin Plant, a joint venture
between a Chinese and an Italian company, where he was responsible for the price
risk  management  and local  purchase of copper.  Mr. Ma holds a B.A. in English
Literature from Jiangxi University and a Postgraduate  Diploma in Cross Cultural
Communication and Media from Beijing Foreign Studies University.

      Our board of directors  is divided into three  classes with only one class
of  directors  being  elected in each year and each class  serving a  three-year
term. The term of office of the first class of directors,  consisting of Xiao Ma
and Cui Guisheng,  will expire at our first annual meeting of stockholders.  The
term of office of the second class of  directors,  consisting of Daniel Kunz and
Dr. Bing Zhao, will expire at the second annual  meeting.  The term of office of
the third  class of  directors,  consisting  of Dr.  Simon Mu will expire at our
third  annual  meeting of  stockholders.  None of these  individuals  has been a
principal of a blank check company or a shell company.  However, we believe that
the skills and expertise of these individuals in:

      o     operating  mineral resource related  businesses,  trading in mineral
            resources and investing in and financing  mineral  resource  related
            projects,

      o     building and operating companies within the PRC,

      o     identifying,   negotiating   and   structuring  the  acquisition  of
            companies based in the PRC, and

      o     investing in and providing  consulting  services to companies in the
            PRC will play a key role in identifying  and evaluating  prospective
            acquisition   candidates,    selecting   target   businesses,    and
            structuring, negotiating and consummating a business combination.

Section 16(a) Beneficial Ownership Reporting Compliance


      Section  16(a) of the  Securities  Exchange Act  requires  our  directors,
executive officers and persons who own more than 10% of our common stock to file
reports of  ownership  and  changes in  ownership  of our common  stock with the
Securities and Exchange  Commission.  Directors,  executive officers and persons
who own more  than 10% of our  common  stock  are  required  by  Securities  and
Exchange  Commission  regulations  to furnish to us copies of all Section  16(a)
forms they file.

      To our  knowledge,  based solely upon review of the copies of such reports
received or written  representations from the reporting persons, we believe that
during our 2004 fiscal year our  directors,  executive  officers and persons who
own more than 10% of our common  stock  complied  with all Section  16(a) filing
requirements.

Code of Ethics


      We  currently  do not have a code of ethics.  Upon the  consummation  of a
business  combination,  we intend to adopt a code of ethics that  applies to our
principal executive officer,  principal financial officer,  principal accounting
officer or controller or persons performing similar functions.

                                       25
<PAGE>

Board Committees and Designated Directors


      The board of directors currently does not have any committees.  As we have
only been a public  reporting  company  since August 30, 2004,  we have not been
able to  formally  establish  committees  of the board.  The board of  directors
intends, however, to establish the an Audit Committee upon the consummation of a
business combination. The board of directors will take all reasonable actions to
ensure  that  one of the  members  of the  Audit  Committee  will  be an  "audit
committee  financial  expert,"  as such  term is  defined  in the  rules  of the
Securities and Exchange Commission.  We are currently listed on the OTC Bulletin
Board  and are  therefore  not  required  to have a  nominating  committee  or a
compensation  committee.  We will evaluate  establishing  such committees in the
future.

Item 10     Executive Compensation

      No  executive  officer has  received  any cash  compensation  for services
rendered.  No compensation of any kind,  including  finders and consulting fees,
will be paid by us to any of our Initial Stockholders,  including our directors,
or any of their  respective  affiliates,  for services  rendered  prior to or in
connection with a business  combination.  However, our Initial Stockholders will
be reimbursed by us for any  out-of-pocket  expenses incurred in connection with
activities on our behalf such as  identifying  potential  target  businesses and
performing due diligence on suitable business combinations. There is no limit on
the amount of these  out-of-pocket  expenses  and there will be no review of the
reasonableness  of the  expenses  by anyone  other than our board of  directors,
which  includes  persons  who may seek  reimbursement,  or a court of  competent
jurisdiction if such reimbursement is challenged.  As a result of the foregoing,
our directors may be deemed "independent."

      Since  our  formation,  we have not  granted  any stock  options  or stock
appreciation rights or any awards under long-term incentive plans.

Item 11     Security Ownership of Certain Beneficial Owners and Management

      The  following  table  sets forth  information  regarding  the  beneficial
ownership of our common stock as of March 15, 2005, by:

      o     each  person  known  by us to be the  owner  of more  than 5% of our
            outstanding shares of common stock;

      o     each of our officers and directors; and

      o     all our officers and directors as a group.

      Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common stock
beneficially owned by them.


                                                  Amount and
                                                  Nature of
                                                  Beneficial
     Name and Address of Beneficial Owner         Ownership    Percent of Class
     ------------------------------------         ---------    ----------------

Roger Feldman(1)                                   399,103            8.0%
Harvey Hanerfeld(1)
1919 Pennsylvania Avenue, NW
Suite 725
Washington, D.C. 20006

Barry Rubenstein(2)                                398,200            8.0%
68 Wheatley Road
Brookville, NY 11545

                                       26
<PAGE>
                                                  Amount and
                                                  Nature of
                                                  Beneficial
     Name and Address of Beneficial Owner         Ownership    Percent of Class
     ------------------------------------         ---------    ----------------

Sapling, LLC(3)                                    275,000            5.5%
535 Fifth Avenue
31st Floor
New York, NY 10017

Daniel Kunz(4)(5)(8)                               250,000            5.0%
1509 Tyrell Lane, Suite B
Boise, ID 83706

Dr. Simon Mu(5)(6)(8)                              250,000            5.0%
Two Pacific Place, Suite 2021
88 Queensway, Hong Kong

Dr. Bing Zhao(5)(7)(8)                             250,000            5.0%
Two Pacific Place, Suite 2021
88 Queensway, Hong Kong

Cui Guisheng(5)(8)                                 125,000            2.5%
Room 1507 Convention Plaza
Office Tower, 1 Harbour Road
Wai Chai, Hong Kong

Xiao Ma (5)(8)                                     125,000            2.5%
Room B-2008
Room B-2008 Zhongshen Garden, Caitian Rd.,
Futian District, Shenzhen, PRC

All  directors  and  executive  officers  as  a  1,000,000           20.0%
group (5 individuals)

-------------------------
* Less than 1%


(1)   As sole  stockholders,  directors  and  executive  officers  of West Creek
      Capital,  Inc., a Delaware corporation that is the general partner of West
      Creek Capital, L.P., a Delaware limited partnership that is the investment
      adviser to West Creek Partners Fund L.P., a Delaware  limited  partnership
      (the  "Fund"),  Mr.  Feldman and Mr.  Hanerfeld  may be deemed to have the
      shared power to direct the voting and disposition of the 242,000 shares of
      common stock owned by the Fund. As voting members of Cumberland Investment
      Partners, L.L.C., a Delaware limited liability company ("Cumberland"), Mr.
      Feldman and Mr. Hanerfeld may be deemed to have the shared power to direct
      the voting and  disposition of the 157,103 shares of common stock owned by
      Cumberland.  All of the foregoing  information was derived from a Schedule
      13G filed  jointly by Roger Feldman and Harvey  Hanerfeld  with the SEC on
      October 22, 2004.

(2)   Includes (i) 220,000 shares of common stock held by Woodland Partners,  of
      which Mr.  Rubenstein is the general partner and with respect to which Mr.
      Rubenstein has shared voting and dispositive power with his wife,  Marilyn
      Rubenstein,  and (ii)  178,200  shares of common  stock owned by the Barry
      Rubenstein Rollover IRA account, over which Mr. Rubenstein has sole voting
      and dispositive  power. Does not include an aggregate of 340,000 shares of
      common  stock  issuable  upon  exercise  of  warrants  held  by the  Barry
      Rubenstein Rollover IRA account,  which are not currently  exercisable and
      which will not become  exercisable  within the next 60 days. The foregoing
      information was derived from a Schedule 13G filed with the SEC on February
      3, 2005.

                                       27
<PAGE>

(3)   Sapling, LLC has shared voting and dispositive power for the shares listed
      in the table above.  All of the foregoing  information  was derived from a
      Schedule 13G filed by Sapling, LLC with the SEC on January 28, 2005.

(4)   Daniel Kunz is our chairman of the board.

(5)   Each of these individuals is a member of our board of directors.

(6)   Dr. Simon Mu is our chief executive officer and president.

(7)   Dr. Bing Zhao is our chief financial officer and secretary.

(8)   Does not include: 330,738 shares of common stock issuable upon exercise of
      warrants held by Daniel Kunz, 338,430 shares of common stock issuable upon
      exercise  of warrants  held by Simon Mu,  330,700  shares of common  stock
      issuable upon exercise of warrants  held by Bing Zhao,  153,815  shares of
      common stock issuable upon exercise of warrants held by Cui Guisheng,  and
      153,815  shares of common stock issuable upon exercise of warrants held by
      Xiao Ma. None of these  warrants is  currently  exercisable  nor will they
      become exercisable within the next 60 days.

      All of the shares of our  outstanding  common  stock  owned by our Initial
Stockholders  have been placed in escrow with Continental Stock Transfer & Trust
Company, as escrow agent, until the earliest of:

      o     August 24, 2007;

      o     our liquidation; or

      o     the consummation of a liquidation,  merger,  stock exchange or other
            similar  transaction which results in all of our stockholders having
            the  right to  exchange  their  shares  of  common  stock  for cash,
            securities  or  other  property  subsequent  to our  consummating  a
            business combination with a target business.

      During the escrow period,  the holders of these shares will not be able to
sell their  securities,  but will retain all other  rights as our  stockholders,
including,  without  limitation,  the right to vote their shares of common stock
and the right to receive cash dividends,  if declared. If dividends are declared
and payable in shares of common  stock,  such  dividends  will also be placed in
escrow. If we are unable to effect a business combination and liquidate, none of
our initial  stockholders  will receive any portion of the liquidation  proceeds
with respect to common stock owned by them prior to our initial public offering.

      Our  Initial  Stockholders  beneficially  own  20.0%  of  the  issued  and
outstanding  shares of our common stock.  Because of this ownership block, these
stockholders  may be able to  effectively  exercise  control  over  all  matters
requiring approval by our stockholders,  including the election of directors and
approval of significant corporate transactions other than approval of a business
combination.

      Dr.  Simon Mu, Dr.  Bing Zhao and Mr.  Daniel Kunz may be deemed to be our
"parents"  and  "promoters,"  as these  terms  are  defined  under  the  Federal
securities laws.

Item 12     Certain Relationships and Related Transactions

      In April 2004, we issued  750,000  shares of our common stock to Dr. Simon
Mu, Dr. Bing Zhao and Daniel Kunz at purchase prices of approximately $.0333 per
share.  We also  issued a total of  250,000  shares of our  common  stock to Cui
Guisheng  and Xiao Ma at a  purchase  price of  $0.0001  per  share as set forth
below:

                                       28
<PAGE>


     Name            Number of Shares             Relationship to Us

Daniel Kunz               250,000      Chairman of the Board of Directors

Dr. Simon Mu              250,000      Chief  Executive  Officer,  President and
                                       Director

Dr. Bing Zhao             250,000      Chief  Financial  Officer,  Secretary and
                                       Director

Cui Guisheng              125,000      Director

Xiao Ma                   125,000      Director

      The holders of the majority of these shares are entitled to make up to two
demands that we register  these shares  pursuant to an agreement  that we signed
with them.  The holders of the  majority  of these  shares can elect to exercise
these  registration  rights at any time after the date on which these  shares of
common stock are released  from escrow.  In addition,  these  stockholders  have
certain  "piggy-back"  registration  rights  on  registration  statements  filed
subsequent  to the date on which these shares of common stock are released  from
escrow.  We will bear the expenses incurred in connection with the filing of any
such registration statements.

      Dr.  Simon Mu made an advance of $11,668 and Dr. Bing Zhao and Daniel Kunz
each made advances of $11,666,  aggregating  $35,000. We repaid these loans from
the proceeds of our initial public offering on October 9, 2004.

      We  will   reimburse  our  officers  and  directors  for  any   reasonable
out-of-pocket  business  expenses  incurred by them in  connection  with certain
activities on our behalf such as identifying and  investigating  possible target
businesses  and  business  combinations.  There  is no limit  on the  amount  of
accountable  out-of-pocket  expenses  reimbursable by us, which will be reviewed
only by our board or a court of competent  jurisdiction if such reimbursement is
challenged.

      Other than reimbursable out-of-pocket expenses payable to our officers and
directors, no compensation or fees of any kind, including finders and consulting
fees, has or will be paid by us to any of our Initial Stockholders,  officers or
directors who owned our common stock prior to our initial public offering, or to
any of their respective  affiliates for services rendered to us prior to or with
respect to the business combination.

      All ongoing and future transactions between us and any of our officers and
directors or their respective affiliates,  will be on terms believed by us to be
no less favorable than are available  from  unaffiliated  third parties and will
require  prior  approval  in each  instance  by a majority of the members of our
board who do not have an interest in the transaction.

                                       29
<PAGE>

Item 13     Exhibits

      The following Exhibits are filed as part of this report.

         Exhibit No.   Description
         -----------   -----------
         3.1           Amended and Restated Certificate of Incorporation(1).
         3.2           By-laws(1).
         4.1           Specimen Unit Certificate(1).
         4.2           Specimen Common Stock Certificate(1).
         4.3           Specimen Warrant Certificate(1).
         4.4           Form  of  Unit   Purchase   Option  to  be   granted  to
                       Representative (1).
         4.5           Form of  Warrant  Agreement  between  Continental  Stock
                       Transfer & Trust Company and the Registrant(1).
         10.1          Letter   Agreement  among  the   Registrant,   Broadband
                       Capital   Management  LLC  and  Dr.  Simon  Mu  (without
                       schedules)(1).
         10.2          Letter   Agreement  among  the   Registrant,   Broadband
                       Capital  Management  LLC  and  Dr.  Bing  Zhao  (without
                       schedules)(1).
         10.3          Letter   Agreement  among  the   Registrant,   Broadband
                       Capital   Management   LLC  and  Daniel  Kunz   (without
                       schedules)(1).
         10.4          Letter   Agreement  among  the   Registrant,   Broadband
                       Capital   Management  LLC  and  Cui  Guisheng   (without
                       schedules)(1).
         10.5          Letter   Agreement  among  the   Registrant,   Broadband
                       Capital    Management   LLC   and   Xiao   Ma   (without
                       schedules)(1).
         10.6          Form of Investment  Management  Trust Agreement  between
                       Continental  Stock  Transfer  &  Trust  Company  and the
                       Registrant(1).
         10.7          Form of Stock  Escrow  Agreement  among the  Registrant,
                       Continental  Stock  Transfer  &  Trust  Company  and the
                       Initial Stockholders(1).
         10.8          Form of Promissory  Note, dated as of April 22, 2004, in
                       the  principal  amount of $11,668,  issued to Dr.  Simon
                       Mu(1).
         10.9          Form of Promissory  Note, dated as of April 22, 2004, in
                       the principal  amount of $11,666,  issued to each of Dr.
                       Bing Zhao and Daniel Kunz(1).
         10.10         Registration  Rights  Agreement among the Registrant and
                       the Initial Stockholders(1).
         10.11         Warrant Purchase  Agreement among Dr. Simon Mu, Dr. Bing
                       Zhao,  Daniel  Kunz  and  Broadband  Capital  Management
                       LLC(1).
         31.1*         Certification  of Chief  Executive  Officer  pursuant to
                       Section 302 of the Sarbanes-Oxley Act of 2002.
         31.2*         Certification  of Chief  Financial  Officer  pursuant to
                       Section 302 of the Sarbanes-Oxley Act of 2002.
         32.1*         Certification  of Chief  Executive  Officer  pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002.
         32.2*         Certification  of Chief  Financial  Officer  pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002.

----------------------
* Filed herewith

We do not have any management contracts or compensatory plans or arrangements.

(1)   Incorporated  herein by  reference  to the  Registration  Statement of the
      Registrant on Form S-1 (Registration No. 333-115999).

                                       30
<PAGE>

Item 14     Principal Accountant Fees and Services

      The firm of  Goldstein  Golub  Kessler LLP ("GGK")  acts as our  principal
accountant.  GGK has a continuing  relationship  with  American  Express Tax and
Business  Services Inc. ("TBS") from which it leases auditing staff who are full
time,  permanent  employees  of TBS  and  through  which  its  partners  provide
non-audit  services.  As a  result  of this  arrangement,  GGK has no full  time
employees and therefore,  none of the audit services  performed were provided by
permanent  full-time  employees of GGK. GGK manages and supervises the audit and
audit  staff,  and is  exclusively  responsible  for  the  opinion  rendered  in
connection with its examination.  The following is a summary of fees paid to GGK
and TBS for services rendered since our inception on March 30, 2004.

AUDIT FEES
----------

      We have been or will be billed  $29,530  for the  services  our  principal
accountant  performed in connection with our initial public offering,  including
the financial  statements  included in the Prospectus  filed with the Securities
and Exchange  Commission  on August 25, 2004 and  approximately  $17,000 for the
quarterly  report filed on Form 10-QSB for the quarter ended  September 30, 2004
and the audit of our  financial  statements  for the period  ended  December 31,
2004.

AUDIT RELATED FEES
------------------

      During the fiscal year ended December 31, 2004,  our principal  accountant
did  not  render  assurance  and  related  services  reasonably  related  to the
performance of the audit or review of financial statements.

TAX FEES
--------

      We expect to pay TBS approximately  $3,000 for services rendered to us for
tax compliance for the period ended December 31, 2004.

ALL OTHER FEES
--------------

      During the fiscal year ended December 31, 2004,  there were no fees billed
for products and services provided by the principal  accountant other than those
set forth above.

AUDIT COMMITTEE APPROVAL
------------------------

      We do not have an audit  committee  and as a result our board of directors
performs the duties of an audit committee.  Our board of directors evaluates and
approves in advance the scope and cost of the  engagement  of an auditor  before
the auditor renders audit and non-audit services. We do not rely on pre-approval
policies and procedures.


                                       31
<PAGE>

                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                          INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm                F-2

Financial Statements:

Balance Sheet                                                          F-3

Statement of Operations                                                F-4

Statement of Stockholders' Equity                                      F-5

Statement of Cash Flows                                                F-6

Notes to Financial Statements                                          F-7


                                      F-1
<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Board of Directors
China Mineral Acquisition Corporation

We have audited the  accompanying  balance  sheet of China  Mineral  Acquisition
Corporation (a corporation  in the  development  stage) as of December 31, 2004,
and the related  statements of operations,  stockholders'  equity and cash flows
for the period  from March 30, 2004  (inception)  to December  31,  2004.  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 audit.

We conducted  our audit 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.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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 China  Mineral  Acquisition
Corporation  as of December 31, 2004,  and the results of its operations and its
cash flows for the period from March 30, 2004  (inception)  to December 31, 2004
in conformity with United States generally accepted accounting principles.

/s/ Goldstein Golub Kessler LLP
-------------------------------
Goldstein Golub Kessler LLP
New York, New York

March 30, 2005


                                      F-2
<PAGE>

                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                                  Balance Sheet

                                                                   December 31,
                                                                       2004
                                                                   ------------
ASSETS
   Current assets:
   Cash                                                            $    872,883
   Investments held in trust                                         20,513,684
   Prepaid Expenses                                                       7,333
                                                                   ------------
   Total assets                                                    $ 21,393,900
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
   Accrued expenses                                                $     96,945
   Deferred interest                                                     22,725
                                                                   ------------
   Total current liabilities                                            119,670
                                                                   ------------
   Common Stock subject to possible redemption,
   799,600 shares at redemption value                                 4,077,960
                                                                   ------------

Commitments

Stockholders' equity
   Preferred stock, $.0001 par value
   Authorized 1,000,000 shares, none issued                                --
   Common stock, $.0001 par value
   Authorized 20,000,000 shares                                             500
   Issued and outstanding 5,000,000 shares
   (which includes 799,600 shares subject
   to possible redemption)
   Additional paid-in capital                                        17,220,535
   Deficit accumulated during the development stage                     (24,765)
                                                                   ------------
Total stockholders' equity                                           17,196,270
                                                                   ------------
Total liabilities and stockholders' equity                         $ 21,393,900
                                                                   ============

                 See accompanying notes to financial statements.


                                      F-3
<PAGE>

                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                             Statement of Operations

                                                                  For the period
                                                                  from March 30,
                                                                        2004
                                                                  (inception) to
                                                                    December 31,
                                                                        2004

Capital based taxes                                                 $    48,980
Other formations and operating costs                                     26,387
Professional fees                                                        24,547
Travel                                                                   15,191
                                                                    -----------
Operation loss                                                         (115,105)
Interest expense                                                           (619)
Interest income                                                          90,959
                                                                    -----------

Net loss                                                            $   (24,765)
                                                                    ===========

Weighted average shares  outstanding - basic and                      2,952,756
diluted
                                                                    ===========

Net loss per share - basic and diluted                              ($      .01)
                                                                    ===========

                 See accompanying notes to financial statements.


                                      F-4
<PAGE>

                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                        Statement of Stockholders' Equity
       For the period from March 30, 2004 (inception) to December 31, 2004
<TABLE>
<CAPTION>
                                                                              Deficit
                                                                             Accumulated
                                      Common Stock             Addition      During the
                              ----------------------------      paid-in      Development     Stockholders'
                                 Shares          Amount         capital         Stage           Equity
                              ------------    ------------    ------------   ------------    ------------
<S>                           <C>             <C>             <C>            <C>             <C>
Common  shares issued April
   22,  2004 at $.0333  per
   share                           750,000    $         75    $     24,900                   $     24,975
Common  shares issued April
   22,  2004 at $.0001  per
   share                           250,000              25                                             25
Sales of 4,000,000 shares
   net of underwriters'
   discount and offering
   expense (including
   799,600 shares subject
   to possible redemption)       4,000,000             400      21,273,495                     21,273,895
Proceeds subject to
   possible redemption                                          (4,077,960)                    (4,077,960)
Proceeds  from  issuance of
   option                                                              100                           100

Net Loss                                                                          (24,765)        (24,765)
                              ------------    ------------    ------------   ------------    ------------
Balance at Dec 31, 2004          5,000,000    $        500    $ 17,220,535   $    (24,765)   $ 17,196,270
                              ============    ============    ============   ============    ============
</TABLE>

                 See accompanying notes to financial statements.


                                      F-5
<PAGE>

                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                             Statement of Cash Flows

March 30, 2004 (inception) to December 31, 2004,
------------------------------------------------

Cash flow from operating activities
   Net loss                                                        $    (24,765)
   Adjustments  to reconcile  net loss to net cash used in
   operating activities:
     Increase in prepaid expenses                                        (7,333)
     Increase in accrued expenses                                        96,945
     Increase in deferred interest                                       22,725
     Accrued interest on treasury bill                                 (109,764)
                                                                   ------------
Net cash used in operating activities                                   (22,192)
                                                                   ------------
Cash flows from investing activities
   Purchase of treasury bill - held in trust                        (20,399,494)
   Cash held in trust                                                    (4,426)
                                                                   ------------
Net cash used in investing activities                               (20,403,920)
                                                                   ------------
Cash flows from financing activities
   Proceeds from note payable, stockholder                               35,000
   Proceeds from sale of common stock                                    25,000
   Repayment of note payable, stockholder                               (35,000)
   Gross proceeds from public offering                               24,000,000
   Payment of costs of public offering                               (2,726,105)
   Proceeds from issuance of option                                         100
                                                                   ------------
Net cash provided by financing activities                            21,298,995
                                                                   ------------
Increase in Cash and Cash at end of period                         $    872,883
                                                                   ============

                 See accompanying notes to financial statements.


                                      F-6
<PAGE>
                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                          Notes to Financial Statements

1.    Organization, Business Operations and Significant Accounting Policies

      China Mineral  Acquisition  Corporation  ("Company")  was  incorporated in
Delaware  on March 30,  2004 as a blank  check  company  whose  objective  is to
acquire an  operating  business  having its primary  operations  in the People's
Republic of China.

      All activity from March 30, 2004  (inception) to December 31, 2004 relates
to the Company's  formation and the initial public offering described below. The
Company has selected December 31 as its fiscal year-end.

      The  registration  statement for the  Company's  initial  public  offering
("Offering") was declared effective August 24, 2004. The Company consummated the
offering  on  August  30,  2004  and  received  net  proceeds  of  approximately
$21,274,000.  The Company's  management has broad discretion with respect to the
specific application of the net proceeds of the Offering, although substantially
all of the net proceeds of the  Offering  are  intended to be generally  applied
toward  consummating  a business  combination  with a company  with its  primary
operations  in the  People's  Republic of China that is engaged in the mining of
minerals ("Business  Combination").  There is no assurance that the Company will
be able to successfully effect a Business Combination.  An amount of $20,400,000
of the net  proceeds was placed in an interest  bearing  trust  account  ("Trust
Fund")  until  the  earlier  of  (i)  the  consummation  of its  first  Business
Combination or (ii)  liquidation of the Company.  Under the agreement  governing
the  Trust  Fund,  funds  will only be  invested  in  United  States  government
securities (Treasury Bills) with a maturity of 180 days or less. This amount has
been invested in a Treasury  Bill. The Treasury Bill has been accounted for as a
trading  security,  which is  recorded  at its  market  value  of  approximately
$20,509,000  at  December  31,  2004.  The  excess of market  value  over  cost,
exclusive  of the deferred  interest  described  below,  is included in interest
income on the accompanying  statement of operations.  The remaining proceeds may
be used to pay for business,  legal and  accounting due diligence on prospective
acquisitions and continuing general and administrative expenses.

      The Company, after signing a definitive agreement for the acquisition of a
target business,  will submit such transaction for stockholder approval.  All of
the Company's stockholders prior to the Offering,  which are all of the officers
and directors of the Company ("Initial Stockholders"), have agreed to vote their
1,000,000  founding  shares of common stock in  accordance  with the vote of the
majority  in  interest  of  all  other  stockholders  of  the  Company  ("Public
Stockholders")  with  respect  to any  Business  Combination.  In the event that
Public  Stockholders  owning a majority of the shares sold in the Offering  vote
against the Business  Combination or Public  Stockholders  owning 20% of more of
the outstanding stock seek conversion of their shares, the Business  Combination
will not be consummated.

      With  respect to the first  Business  Combination  which is  approved  and
consummated,  any Public Stockholder who voted against the Business  Combination
may demand that the Company  convert his or her shares into cash.  The per share
conversion  price will equal the amount in the Trust Fund as of the record  date
for determination of stockholders  entitled to vote on the Business  Combination
divided by the number of shares of common stock held by Public  Stockholders  at
the  consummation  of the Offering.  Accordingly,  Public  Stockholders  holding
19.99% of the aggregate  number of shares owned by all Public  Stockholders  may
seek  conversion  of their shares in the event of a Business  Combination.  Such
Public  Stockholders  are  entitled to receive  their per share  interest in the
Trust Fund computed  without regard to the shares held by Initial  Stockholders.
Accordingly,  a portion of the net  proceeds  from the  offering  (19.99% of the
amount held in the Trust Fund) has been  classified  as common stock  subject to
possible  redemption  in the  accompanying  December 31, 2004 balance  sheet and
19.99% of the related interest has been recorded as deferred interest.

      The Company's Amended and Restated  Certificate of Incorporation  provides
for mandatory  liquidation of the Company,  without stockholder approval, in the
event that the Company  does not  consummate  a Business  Combination  within 18
months from the date of the consummation of the Offering,  or 24 months from the
consummation of the Offering if certain extension  criteria have been satisfied.
In the  event of  liquidation,  it is  likely  that the per  share  value of the
residual  assets  remaining  available for  distribution  (including  Trust Fund
assets)  will be less than the initial  public  offering  price per share in the
Offering  due to costs  related  to the  Offering  and  since no value  would be
attributed to the Warrants contained in the Units sold (Note 2).

                                      F-7
<PAGE>
                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                          Notes to Financial Statements

      Deferred income taxes are provided for the  differences  between the bases
of assets and  liabilities  for financial  reporting and income tax purposes.  A
valuation  allowance is established when necessary to reduce deferred tax assets
to the amount expected to be realized.

      The Company recorded a deferred income tax asset for the tax effect of net
operating   loss   carryforwards   and   temporary   differences,    aggregating
approximately  $8,400.  The net operating loss  carryforwards  of  approximately
$24,000 expire in 2024. In recognition of the uncertainty regarding the ultimate
amount of income tax  benefits  to be derived,  the Company has  recorded a full
valuation allowance at December 31, 2004.

      The effective  tax rate differs from the statutory  rate of 34% due to the
increase in the valuation allowance.

      Basic  loss  per  share  is  computed   by   dividing   net  loss  by  the
weighted-average number of shares of common stock outstanding during the period.
Diluted earnings per share gives effect to dilutive options,  warrants and other
potential common stock  outstanding  during the period.  Potential common stock,
aggregating   8,900,000   underlying  shares,  has  not  been  included  in  the
computation of diluted loss per share, as the effect of the  outstanding  option
would be antidilutive and the outstanding warrants are contingently issuable.

      The  preparation  of financial  statements in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management 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 expenses  during the reporting  period.  Actual  results could differ
from those estimates.

      Management  does  not  believe  that  any  recently  issued,  but  not yet
effective,  accounting  standards  if  currently  adopted  would have a material
effect on the accompanying financial statements.

2.    Initial Public Offering

      On August 30, 2004,  the Company  sold  4,000,000  units  ("Units") in the
Offering.  Each Unit consists of one share of the Company's common stock, $.0001
par value, and two Redeemable Common Stock Purchase Warrants ("Warrants").  Each
Warrant will entitle the holder to purchase from the Company one share of common
stock at an exercise price of $5.00  commencing the later of the completion of a
business  combination with a target business or one year from the effective date
of  the  Proposed  Offering  and  expiring  five  years  from  the  date  of the
prospectus.  The Warrants will be redeemable at a price of $.01 per Warrant upon
30 days notice after the Warrants become exercisable, only in the event that the
last  sale  price of the  common  stock is at least  $8.50  per share for any 20
trading  days  within a 30 trading  day period  ending on the third day prior to
date on which notice of  redemption is given.  In connection  with the Offering,
the  Company  issued,  for  $100,  an  option  to  the  representatives  of  the
underwriters  to purchase  300,000 units at an exercise price of $7.50 per unit.
The warrants underlying such units are exercisable at $6.65 per share.

3.    Notes Payable, Stockholders

      The Company issued an aggregate of $35,000  unsecured  promissory notes to
three  stockholders  on April 22, 2004.  The notes bear interest at a rate of 4%
per year.  The notes were paid from the  proceeds of the  Offering on October 9,
2004. Interest expense through December 31, 2004 amounted to $619.

4.    Commitments

      The Company  occupies office space provided by an unrelated party, who has
agreed that, until the acquisition of a target business by the Company,  it will
make such office  space,  as well as certain  office and  secretarial  services,
available to the  Company,  as may be required by the Company from time to time.
The Company has agreed to pay $500 per month for such services commencing on the
effective date of the Offering. The statement of operations for the period ended
December  31,  2004  includes  $2,125  related  to  this  agreement  and a prior
agreement with another unrelated third party.

                                      F-8
<PAGE>
                      China Mineral Acquisition Corporation
                    (a corporation in the development stage)
                          Notes to Financial Statements

      In January 2005, we entered into agreements with two unaffiliated  parties
to assist us with,  among other  things,  identifying  and  selecting  qualified
target business candidates.  These parties are entitled to monthly retainer fees
of $15,000  and  $10,000,  respectively.  One of these  parties is entitled to a
finder's fee of 1% of the value of the acquisition value of a qualified business
combination in certain  circumstances,  as defined therein . The other party may
be  entitled  to a success  fee of 2% of the  acquisition  value of a  qualified
business  combination.  The finder's  fee and the success  fee, if any,  will be
payable by us on the closing date of the business combination and may be payable
in cash and/or restricted shares of our company,  at our option.  The agreements
expire the  earlier of (i) six  months and one year,  respectively,  or (ii) the
completion of a business combination.

5.    Preferred Stock

      The Company is authorized  to issue  1,000,000  shares of preferred  stock
with such  designations,  voting  and other  rights  and  preferences  as may be
determined from time to time by the Board of Directors. As of December 31, 2004,
no shares of preferred stock are outstanding.

6.    Common Stock

      At December 31, 2004,  8,900,000  shares of common stock were reserved for
issuance upon exercise of redeemable  warrants and  underwriters'  unit purchase
option.


                                      F-9
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of the  Section  13 or 15 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 on the
15th day of April 2005.

                                          CHINA MINERAL ACQUISITION
                                          CORPORATION


                                          By:  /s/ Simon Mu
                                               -------------------------------
                                               Simon Mu
                                               Chief Executive Officer and
                                               President

      In accordance  with 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.

        Signature                       Title                    Date

/s/ Daniel Kunz            Chairman of the Board           April 15, 2005
---------------------
Daniel Kunz

/s/ Simon Mu               Chief Executive Officer,        April 15, 2005
---------------------      President and
Simon Mu                   Director

/s/ Bing Zhao              Chief Executive Officer,        April 15, 2005
---------------------      Secretary and
Bing Zhao                  Director


/s/ Cui Guisheng           Director                        April 15, 2005
---------------------
Cui Guisheng

/s/ Ma Xiao                Director                        April 15, 2005
---------------------
Ma Xiao