<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

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

For the year period ended    DECEMBER 31, 2008
                             -----------------

   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from
                                -----------------

                        Commission file number 000-50760


                         SANCON RESOURCES RECOVERY, INC.
              (Exact name of small business issuer in its charter)

                    Nevada                                        58-2670972
(State or other jurisdiction of incorporation                   (IRS Employer
               or organization)                              Identification No.)


                                 7-9 GRAHAM ROAD
                        CLAYTON SOUTH 3169 VIC AUSTRALIA
                    (Address of principal executive offices)

                                (+61) 3 97922555
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:  none

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

Title of each class: Common Shares   Name of Exchange on which registered: OTCBB

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) 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 requirements for the past 90 days. Yes [X] No [ ]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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-K or any
amendments to this Form 10-K. [X]

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

The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 31, 2009 was approximately $3.8 million (based upon a
closing sale price of $0.17 per share, as reported on the OTCBB).

The issuer's revenues for the fiscal year ended December 31, 2008, were $12.7
million.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock: par value of $0.001; 22,614,996 shares issued and outstanding on
December 31, 2008.

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

<PAGE>

                         Sancon Resources Recovery, Inc.

                                    FORM 10-K

                                FISCAL YEAR 2008



TABLE OF CONTENTS


PART I
Item 1.    Description of Business                                             3
Item 2.    Description of Property                                             6
Item 3.    Legal Proceedings                                                   6
Item 4.    Submission of Matters to a Vote of Security Holders                 6


PART II
Item 5.    Market for Common Equity, Related Stockholder Matters, and
           Small Business Issues/purchases of Equity Securities                7
Item 6.    Management's Discussion and Analysis, or Plan of Operation
Item 7.    Financial Statements and Supplementary Data                         8
Item 8.    Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure                                             13
Item 8A.   Controls and Procedures                                            14
Item 8B.   Other Information                                                  14


PART III
Item 9.    Directors, Executives Officers, Promoters and Control Persons:
             Compliance with Section 16(a) of the Exchange Act                15
Item 10.   Executive Compensation                                             16
Item 11.   Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                  17
Item 12.   Certain Relationships and Related Transactions                     18
Item 13.   Principal Accountant Fees and Services                             18
Item 14.   Exhibits, Financial Statement Schedules                            19


SIGNATURES                                                                    20


                                       2




<PAGE>

                                  -- PART I --

ITEM 1     DESCRIPTION OF BUSINESS

BUSINESS COMBINATION AND CORPORATE RESTRUCTURING

Effective May 26, 2006, a business combination occurred between Sancon Recycling
Pty Ltd. ("SRPL") and MKA Capital Inc. (hereinafter referred to as "MKAC"). The
combination was effected by MKAC exchange its seventy-five percent (75%) equity
stake in MK Aviation, S.A. (hereinafter referred to as "MKA") for one hundred
percent (100%) equity stake in SRPL held by Mr. Jack Chen, Mr. Yiu Lo Chung, Mr.
Guy Waters, and associated parties ("the Shareholders"). Meanwhile, the
Shareholders exchanged their ownership of seventy-five percent (75%) equity
stake in MK Aviation, S.A. with 14,897,215 shares of the Registrant's common
stock from Mr. Kraselnick and associated parties. Subsequently MKAC was renamed
Sancon Resources Recovery, Inc.

As a result of the merger, there was a change in control of the public entity
MKAC. In accordance with SFAS No. 141, SRPL was the acquiring entity. While the
transaction is accounted for using the purchase method of accounting, in
substance the Agreement is a recapitalization of the Company's capital
structure. For accounting purposes, SRPL accounted for the transaction as a
reverse acquisition and SRPL is the surviving entity. SRPL did not recognize
goodwill or any intangible assets in connection with the transaction.

Effective with the Agreement, the Shareholders will own 14,897,215 shares of
MKAC voting common stock or 74.28% of the Registrant's 20,030,370 issued and
outstanding voting common stock at the time.

All references to common stock, share and per share amounts have been
retroactively restated to reflect the exchange of 100 shares of SRPL common
stock for 14,897,215 shares of the MKAC's common stock outstanding immediately
prior to the merger as if the exchange had taken place as of the beginning of
the earliest period presented.

The accompanying financial statements present the historical financial
condition, results of operations and cash flows of Sancon as of December 31,
2008.

BUSINESS OF THE ISSUER

OVERVIEW OF THE COMPANY AND ITS OPERATIONS

Sancon Resources Recovery, Inc. is an industrial waste recycling company with
operations based in Australia, Hong Kong and China. Sancon's main operations and
services include industrial waste management consulting, collection and
reprocess of recyclable materials such as glass, plastic, cardboard, and paper
sourced from suppliers such as Three Rivers HK Ltd, Tricept Trading Limited and
BAF China Ltd etc. The recycled materials will then enter into manufacture
cycles as raw materials. The use of recycled material is both environmentally
friendly and is a key part of today's competitive manufacturing process to lower
costs. As China gains global manufacturing dominance and current economic
crisis, Chinese manufacturers are increasingly turning to recycled materials to
lower its costs, resulting tremendous demand for recycled materials import.
Sancon currently exports more than 25,000 tons of recycled industrial waste
material annually to its processing partners and manufacturers in China. The
waste management service is another important operation for the Company. Sancon
provides full waste management solutions for manufacturing companies, aim to
recover recyclable materials instead of dumping them into land-fills. The major
customers for Sancon are Chinese manufacturers and recycled material traders
such as Pernod Ricard, Wei Er Sha and San Jiang etc, which are located mainly in
the Chinese provinces of Guangdong, Zhejiang, Fujian and Hong Kong.

On August 13, 2008, the Company has entered into an agreement with China's
largest manufacturer of personal computers to collect and process all waste
packaging materials resulting from the delivery and installation of computers at
all of its corporate clients in China. The Company will provide on-site
collection of the materials, and recycle the waste packaging into reusable
packaging materials. The computer maker will also share the profit from the sale
of the recycled materials. This business is in the developmental stage now and
is expected to bring significant increase on the Company's sales and net profit
in the future.

                                       3

<PAGE>
<TABLE>
<S>     <C>

The Sancon group comprises the following companies:

Registered Name                                                                     Domicile         Owner     % Held  Status
---------------                                                                     --------         -----     ------  ------
(business is conducted under the registered names)

Sancon Recycling Pty Ltd. ("Sancon AU" hereinafter)                                 Australia        Sancon     100    Active
Guang Cheng Int'l Trading Ltd. ("Guang Cheng" hereinafter)                          Hong Kong        Sancon     100    Active
Sancon Resources Recovery (Shanghai) Co., Ltd. ("Sancon SH" hereinafter)            Shanghai         Sancon     70     Active
Crossover Solutions Inc. ("CS" hereinafter)                                      British Virgin      Sancon     100    Active
                                                                                     Island
</TABLE>

OUR STRATEGY

Chinese waste management market is estimated at $35 billion by 2010 and is
dominated by state owned companies largely backward managed, inefficient, lack
of technology and with outdated collections. All of which presents enormous
opportunities for a dynamic foreign company such as Sancon. Fortune 500
companies like Suez and Veolia is mainly focused on incineration, water and
hazardous waste treatment market, where the government has allowed foreign
entry, leaving the niche recycling market to specialized recycling company such
as Sancon.

Our near-term growth strategy is to first expand our recycling and waste
management operations in China by setting up larger network of facilities and
logistics operations around China. Secondly, strengthen our relationships with
our existing major suppliers to offer large selection of plastic and glass raw
materials. And we aim to increase our processing capacity for recycled plastic
and glass waste materials at our existing facilities in Australia and China.
Thirdly, develop new markets and customers, like electronic waste materials
industry. The well established trust on quality control of the recycled
materials with Sancon's customers in China, and our aggressive expansion plans
laid the groundwork firmly for long-term growth.

THE TREND IN CHINESE MARKET

According to China National Resources Recycling Association, recyclable solid
waste import to China has experienced a dramatic increase in the last 2 decades.
During early 1990's, China imported 1-2 million tons of recyclable wastes per
year. By 1999, China imported 10 million tons of recyclable solid wastes per
year. In 2006, China imported 37 million tons of recyclable wastes. China's
total domestic recycled volume is estimated to have reached over 50 million tons
in 2007, with an estimated total worth of US$6 billion.

The Chinese Government is emphasizing environmental policies & projects for all
sectors and entities. On August 2008, China's top legislature passed a law to
promote circular economy and will come into force on January 1, 2009. The aim of
the law is to boost sustainable development through energy saving and reduction
of pollutant discharges. At present China's environmental industry is highly
fragmented and at its infancy stage.

SANCON'S VISIONS AND GOALS

The long-term objective of Sancon is to seek and develop further alternative
resources recovery solutions, which will help to protect our environment and
maximize sustainable usage for industrial waste materials. At Sancon we believe
reducing the environmental impact of manufactured products is through both
professional waste management services offered to manufacturers and commercial
entities to increase recyclability of waste materials, and efficient
redeployment of waste materials.

SERVICES OFFERED TO OUR CLIENTS

Sancon strives to take an all-inclusive approach to provide eco-friendly
solutions leading to the sustainable use of waste materials. Our services
include collection from manufacturing and commercial sites; re-process waste
materials to increase recyclability, end-of-life disassembly, redeployment of
recyclable materials, and destruction of sensitive materials and products

                                       4

<PAGE>

OUR DISTRIBUTION METHOD AND CUSTOMERS

As our ending customers are diversified with geographic areas, we distribute our
products into certain wholesalers who have wide connection with different
customers in certain geographic area. Due to the distribution method, we depend
on these distributors which are located in Hong Kong and China, such as Three
Rivers, Team Smart, Gwong Yan, China Sanyou Group, Zhejiang Walsar Group, etc.

OUR SUPPLIERS

We collect recyclable raw materials from commercial and industrial suppliers
whenever and wherever possible. As a result, our suppliers are quite
diversified.

COMPETITION

The markets for the Company's products and services are competitive, and the
Company faces competition from a number of sources. Many of the Company's
competitors have substantially greater resources than the Company. Those
resources may include greater name recognition; larger product lines;
complementary lines of business; and greater financial, marketing, information
systems, and other resources. The Company can give no assurance competitive
pressures will not materially and adversely affect the Company's business,
financial condition, and results of operations.

But the management has identified several key points which will give Sancon the
competitive edge in the market place:
1)   Sancon offers large selection of plastic and glass raw materials to our
     customers.
2)   Sancon has 6 strategically positioned recycling plants and 30 depots in
     China and it will enable Sancon to meet the demand for nationwide
     environmental services.
3)   Hong Kong trading operation will source recycled materials globally to meet
     the increasing demand from our customers in China.
4)   Working closely with more processing partners in China will add value to
     our products.
5)   Industry know-how and management team's ability to ensure all operating and
     environmental standards are achieved. Our team's experience in logistic
     management and waste management operations are key factors enabling the
     delivery of a high standard of service to Sancon's clients.

INTELLECTUAL PROPERTY

None.

EMPLOYEES

As of December 31, 2008, the Company employed 15 people in both Australia and
Hong Kong subsidiaries. Our joint venture in China employed 20 people full time,
and all other personnel of the China joint venture are employed as sub
contractors. To make our work more efficient, we outsourced a few functions,
such as book keeping and administration, to certain professional firms to enable
our resource being focused on sales and processing functions.

FACTORS THAT MAY AFFECT FUTURE RESULTS

The business in which the Company is engaged is capital supportive. Accordingly,
the Company's ability to execute its business strategy and to sustain its
operations depends upon its ability to maintain or procure capital. There can be
no absolute assurance the necessary amount of capital will continue to be
available to the Company on favorable terms, or at all. The Company's inability
to obtain sufficient capital or to renew its credit facilities would limit the
Company's ability to: (i) add new equipment to its portfolio, (ii) fund its
working capital needs, and (iii) finance possible future acquisitions. The
Company's access to capital may have a material adverse effect on the Company's
business, financial condition and/or results of operations.

There can be no absolute assurance the Company will be able to effectively
manage its existing or the possible future expansion of its operations, or the
Company's systems, procedures or controls will be adequate to support the
Company's operations. Consequently, the Company's business, financial condition
and/or results of operations could be possibly and adversely affected.

                                       5

<PAGE>

The Company does not foresee changes in tax laws for the jurisdictions in which
the Company and its subsidiaries operate. There can be no absolute assurance
that changes will not occur, and therefore no absolute assurance such changes
will not materially and adversely affect the Company's business, financial
condition and results of operations.

As a public company, Sancon is subject to certain regulatory requirements
including, but not limited to, compliance with Section 404 of the Sarbanes-Oxley
Act of 2002 ("SOX404"). Such compliance results in significant additional costs
to the Company by increased audit and consulting fees, and the time required by
management to address the regulations. The SEC has recently delayed the
implementation date of SOX404 for non-accelerated filers until the fiscal year
ended December 31, 2009. However, should the Company successfully fulfill its
plans to procure financing and expand its operations; the Company may come under
the accelerated filer definition, and be required to comply with SOX404 before
December 31, 2009. In any case, such costs will likely affect adversely the
Company's business, financial condition and results of operations.


ITEM 2     DESCRIPTION OF PROPERTY

The Company leases office space in Australia and China. The lease for Australia
and China expire in 2018. The Australian Office is located in 7-9 Graham Road
Clayton South 3169 VIC Australia, Rental fee, without GST and outgoing is
$114,740 per annum. The size of the whole building is 2,414 square meters. In
China, the major office is located in No 2 Yinqing Lu, Songjiang District,
Shanghai. The annual rental fee is $148,900 and the size of the whole building
is 5,056 aquare meters. The Company also leases many warehouses in more than 40
cities in China. The total annual rental fee for these warehouses is $339,195.
We may need to lease more facilities for our future operation purpose.


ITEM 3     LEGAL PROCEEDINGS

The company involved in the following litigation:

Dragon Wings Communications Limited, a Hong Kong corporation and Wong Yee Tat,
an individual are the first and second plaintiff. They filed a complaint on July
25, 2008 in the District Court of the Hong Kong special Administrative Region,
Civil Action No. 3251, against the first defendant, Fintel Group Limited for
breach of contract. The Company is the second defendant because plaintiff
claimed Fintel Group Limited is a wholly owned subsidiary of the Company. Under
the writ, the plaintiff claimed that pursuant to a written stock purchase
agreement, the first defendant shall purchase the first plaintiff's common stock
by common shares of Financial Telecom Limited (USA) inc. (replaced by shares of
MKA Capital Inc. from June 2006) or pay to the plaintiff cash of $94,172 in lieu
of the shares. Pluses the interest and cost of litigation, the total amount
claimed by plaintiff were $104,966. The court adjudged that the first defendant
do pay the plaintiffs damages on September 08, 2008 and also adjudged that the
second defendant do pay the plaintiffs damages on December 10, 2008. The Company
did not receive writ of summons or judgment until February 2009. The Company
denied all allegations in the complaint because Fintel Group Limited is no
longer our subsidiary since November 27, 2006. The Company is consulting lawyers
and seeking for the best legal solution.


ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during fiscal year 2008.

                                       6

<PAGE>

                                  -- PART II --

ITEM 5     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's stock is assigned the symbol SRRY.OB and is quoted and traded on
the OTCBB.

The range of low to high closing prices on the OTCBB is shown in the table below
(rounded to the nearest cent). This information is taken from MSN Money and CSI.
Readers should note OTCBB quotations are a reflection of inter-dealer prices,
without retail mark-up, mark-down, or commissions, and may not represent actual
transactions.

<TABLE>

                                              FISCAL 2008                                       FISCAL 2007
QUARTER                      $ HIGH CLOSING PRICE      $ LOW CLOSING PRICE     $ HIGH CLOSING PRICE      $ LOW CLOSING PRICE
<S>                                  <C>                      <C>                      <C>                      <C>
First                                0.23                     0.11                     1.40                     0.11
Second                               0.63                     0.12                     0.71                     0.35
Third                                0.61                     0.38                     0.53                     0.25
Fourth                               0.45                     0.16                     0.60                     0.13


HOLDERS OF THE COMPANY'S STOCK

The Company has issued common stock only. On December 31, 2008, the total number
of holders of record as according to our transfer agent was approximately 682.

DIVIDENDS

We did not pay any cash dividends on our common stock for fiscal year ended on
December 31, 2008.

UNREGISTERED SALES OF EQUITY SECURITIES


      DATE              TYPE          AMOUNT                   PERSON                 CONSIDERATION            TRANSACTION
      ----              ----          ------                   ------                 -------------            -----------
    1-Feb-06        common share        11,283              R. Gorthuis                     $14,668            Compensation
    1-Feb-06        common share         4,003                 R. Yan                        $4,166            Compensation
    1-Feb-06        common share         3,753    TWC Corporation Services Limited           $3,642        Settlement of debts
    1-Feb-06        common share         9,685              Bok, Wai Kee                     $9,398        Settlement of debts
    1-Feb-06        common share         1,028            Ng, Yu Yan Betty                     $998        Settlement of debts
   10-Feb-06        common share        54,539            Mr. Lu Zhao Hui                   $68,174    Increase investment holdings
   10-Feb-06        common share        61,846              Mr. Song Lin                    $77,308    Increase investment holdings
   25-May-06        common share       -54,539            Mr. Lu Zhao Hui                 ($68,174)    Decrease investment holdings
   25-May-06        common share       -61,846              Mr. Song Lin                  ($77,308)    Decrease investment holdings
   25-May-06        common share        13,110              R. Gorthuis                     $12,668            Compensation
   25-May-06        common share         8,623                 R. Yan                        $8,332            Compensation
   27-Nov-06        common share       250,000           Bear Creek Capital                 $27,500           Consulting fee
   23-Jan-07        common share       250,000           Bear Creek Capital                 $88,500           Consulting fee
   10-Mar-08        common share     1,148,572          Fintel Group Limited               $402,000    Increase investment holdings
   10-Mar-08        common share       300,000           Lyons Capital LLC                 $156,000           Consulting fee
   21-Apr-08        common share      -148,572          Fintel Group Limited              ($52,000)    Decrease investment holdings
    1-Aug-08        common share        50,000              Mr. Xia Chen                     $7,500           Consulting fee
    1-Aug-08        common share       250,000             Mr. Jack Chen                    $37,500            Compensation
    1-Aug-08        common share       300,000              CEOcast, Inc                    $72,000           Consulting fee
   30-Sep-08        common share       300,000              CEOcast, Inc                    $72,000           Consulting fee
</TABLE>

The number of shares issued was based on the average closing price of our common
shares on the OTCBB during certain periods. The shares were exempt from
registration pursuant to Section 4(2) under the Securities Act of 1933, as
amended, pursuant to Rule 903, as a sale by the issuer in an offshore
transaction. No underwriting or other commissions were paid in connection with
the issuance of these shares. No forms of conversion or exercise options are
attached to the shares.

                                       7

<PAGE>

ITEM 6     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion contains forward-looking statements. Forward looking
statements are identified by words and phrases such as "anticipate", "intend",
"expect" and words and phrases of similar import. We caution investors that
forward-looking statements are only predictions based on our current
expectations about future events and are not guarantees of future performance.
Our actual results, performance or achievements could differ materially from
those expressed or implied by the forward-looking statements due to risks,
uncertainties and assumptions that are difficult to predict, including those set
forth in Item 1A above. We encourage you to read those risk factors carefully
along with the other information provided in this Report and in our other
filings with the SEC before deciding to invest in our stock or to maintain or
change your investment. We undertake no obligation to revise or update any
forward-looking statement for any reason, except as required by law.

You should read this MD&A in conjunction with the Consolidated Financial
Statements and Related Notes in Item 7.

OVERVIEW

Sancon Resources Recovery, Inc. is an industrial waste recycling company with
operations based in Australia, Hong Kong and China. Sancon currently exports
more than 25,000 tons of recycled industrial waste material annually to its
processing partners and manufacturers in China. Sancon's main operations and
services include industrial waste management consulting, collection and
reprocess of recyclable materials such as glass, plastic, cardboard, and paper
before its re-entry into manufacture cycles as raw materials. The use of
recycled material is both environmentally friendly and is a key part of today's
competitive manufacturing process to lower costs. As China gains global
manufacturing dominance and current economic crisis, Chinese manufacturers are
increasingly turning to recycled materials to lower costs, resulting tremendous
demand for recycled materials import. The major customers for Sancon are Chinese
manufacturers and recycled material traders such as Pernod Ricard, Wei Er Sha
and San Jiang etc, which are located mainly in the Chinese provinces of
Guangdong, Zhejiang, Fujian and Hong Kong.

PLAN OF OPERATION

During the next twelve months, we expect to take the following steps in
connection with the development of our business and the implementation of our
plan of operations:

o    We intend to continue with our marketing strategies to deliver our products
     in China and provide our waste management service to clients;
o    Along with the continued plastic and glass materials products we are now
     processing, we are also developing to process other materials, such as
     electronic materials.
o    During the next twelve months, the Company expects to set up larger network
     of collection and sales in China.
o    During the next twelve months, the Company is planning to raise additional
     US$1-2 million cash to facilitate our processing capacity. The capital will
     be used to some or all of the following activities: 1) acquisition of other
     companies running similar business in China; 2) purchase of new equipment
     to satisfy increasing new type of materials requirements; 3) marketing and
     general administrative expenses for new operation in China. We may raise
     such capital through issuing our common stocks or warrants.

Our aggressive expansion plan will be replied on such capital support. We cannot
assure the successful result of fund raising. As such, we may not execute our
initial business strategy or plan as expected, and furthermore, our competitors
may stand in a better position than us, which results in an adverse effect on
our business, although we believe that currently, even without such funds, we
can still run a healthy business within our already occupied markets.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments: allowance for doubtful accounts; income taxes;
stock-based compensation; asset impairment.

                                       8

<PAGE>

REVENUE RECOGNITION

In accordance with generally accepted accounting principles ("GAAP") in the
United States, revenue is recognized only when the price is fixed or
determinable, persuasive evidence of an arrangement exists, the service is
performed, and collection of the resulting receivable is reasonably assured.
Noted below are brief descriptions of the product or service revenues that the
Company recognizes in the financial statements contained herein.

The Company is organized into three business segments: material recycling,
material trade and waste management service. Their revenue recognition is as
follows:

(1) Material Recycling refers to the activities of collecting and processing of
waste materials, then selling them to customers in China. The plant is located
in Australia. The revenue is recognized when delivery of the material is
occurred and invoice issued.
(2) Material Trade refers the activities of buying and selling of materials with
operations located in Hong Kong. The revenue is recognized when delivery to
customer is occurred and invoice is issued.
(3) Waste management Service refers the activities of providing waste management
service with operations located in Shanghai China. The revenue is recognized
when service is completed and invoice is issued.


ALLOWANCE FOR DOUBTFUL ACCOUNTS

We maintain an allowance for doubtful accounts to reduce amounts to their
estimated realizable value. A considerable amount of judgment is required when
we assess the realization of accounts receivables, including assessing the
probability of collection and the current credit-worthiness of each customer. If
the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, an additional provision for
doubtful accounts could be required. We initially record a provision for
doubtful accounts based on our historical experience, and then adjust this
provision at the end of each reporting period based on a detailed assessment of
our accounts receivable and allowance for doubtful accounts. In estimating the
provision for doubtful accounts, we consider: (i) the aging of the accounts
receivable; (ii) trends within and ratios involving the age of the accounts
receivable; (iii) the customer mix in each of the aging categories and the
nature of the receivable; (iv) our historical provision for doubtful accounts;
(v) the credit worthiness of the customer; and (vi) the economic conditions of
the customer's industry as well as general economic conditions, among other
factors.

INCOME TAXES

We account for income taxes in accordance with SFAS No. 109, Accounting for
Income Taxes. SFAS 109 prescribes the use of the liability method. Under this
method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred
tax assets and liabilities are measured using the enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. We then assess the likelihood that our
deferred tax assets will be recovered from future taxable income and to the
extent we believe that recovery is not likely, we establish a valuation
allowance. To the extent we establish a valuation allowance, or increase or
decrease this allowance in a period, we increase or decrease our income tax
provision in our statement of operations. If any of our estimates of our prior
period taxable income or loss prove to be incorrect, material differences could
impact the amount and timing of income tax benefits or payments for any period.
In addition, as a result of the significant change in the Company's ownership,
the Company's future use of its existing net operating losses may be limited.
The Company operates in several countries. As a result, we are subject to
numerous domestic and foreign tax jurisdictions and tax agreements and treaties
among the various taxing authorities. Our operations in these jurisdictions are
taxed on various bases: income before taxes, deemed profits and withholding
taxes based on revenue. The calculation of our tax liabilities involves
consideration of uncertainties in the application and interpretation of complex
tax regulations in a multitude of jurisdictions across our global operations.

                                       9

<PAGE>

We recognize potential liabilities and record tax liabilities for anticipated
tax audit issues in the U.S. and other tax jurisdictions based on our estimate
of whether, and the extent to which, additional taxes will be due. The tax
liabilities are reflected net of realized tax loss carry forwards. We adjust
these reserves upon specific events; however, due to the complexity of some of
these uncertainties, the ultimate resolution may result in a payment that is
different from our current estimate of the tax liabilities. If our estimate of
tax liabilities proves to be less than the ultimate assessment, an additional
charge to expense would result. If payment of these amounts ultimately proves to
be less than the recorded amounts, the reversal of the liabilities would result
in tax benefits being recognized in the period when the contingency has been
resolved and the liabilities are no longer necessary.

Changes in tax laws, regulations, agreements and treaties, foreign currency
exchange restrictions or our level of operations or profitability in each taxing
jurisdiction could have an impact upon the amount of income taxes that we
provide during any given year.

STOCK-BASED COMPENSATION

During December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123". This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation", to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2005 and has
adopted the interim disclosure provisions in its financial reports for the
subsequent periods.

Effective January 1, 2006, the beginning of Sancon's first fiscal quarter of
2006, the Company adopted the fair value recognition provisions of SFAS 123R,
using the modified-prospective transition method. Under this transition method,
stock-based compensation expense was recognized in the consolidated financial
statements for granted stock options, since the related purchase discounts
exceeded the amount allowed under SFAS 123R for non-compensatory treatment.
Compensation expense recognized included: the estimated expense for stock
options granted on and subsequent to January 1, 2006, based on the grant date
fair value estimated in accordance with the provisions of SFAS 123R; and the
estimated expense for the portion vesting in the period for options granted
prior to, but not vested as of January 1, 2006, based on the grant date fair
value estimated in accordance with the original provisions of SFAS 123. Results
for prior periods have not been restated, as provided for under the
modified-prospective method.

As of December 31, 2008 and 2007, the Company did not issue or make provision
through the issuance of stock options to employees and directors.

For other items paid for by common stock, the value of the transaction is
determined by the value of the goods or services received, measured at the time
of the transaction. The corresponding stock value, used to determine the number
of share to be issued, is the value of the average price for the 20 to 30 days
prior to the transaction date.

ASSET IMPAIRMENT

We periodically evaluate the carrying value of other long-lived assets,
including, but not limited to, property and equipment and intangible assets,
when events and circumstances warrant such a review. The carrying value of a
long-lived asset is considered impaired when the anticipated undiscounted cash
flows from such asset is less than its carrying value. In that event, a loss is
recognized based on the amount by which the carrying value exceeds the fair
value of the long-lived asset. Fair value is determined primarily using the
anticipated cash flows discounted at a rate commensurate with the risk involved.
Significant estimates are utilized to calculate expected future cash flows
utilized in impairment analyses. We also utilize judgment to determine other
factors within fair value analyses, including the applicable discount rate.

                                       10

<PAGE>

RESULTS OF OPERATIONS FOR THE YEAR ENDED 31 DECEMBER, 2008 AND 2007

Revenue

Revenues for the year ended December 31, 2008 were $12,707,896 as compared to
$4,782,109 of 2007, an increase of $7,925,787 or 166%. The sharp increases were
mainly due to the significant sales amount contributed from Sancon SH, CS and
Sancon AU. The revenues of Sancon SH increased sharply from $1,101,652 for the
year ended December 31, 2007 to $6,254,559 for the year ended December 31, 2008,
an increase of $5,152,907 or 468%. CS contributed $1,906,912 revenue during the
fiscal year 2008 while it was not in operations for the year ended December 31,
2007. The revenue of Sancon AU also increased $940,492 or 64% from $1,467,867
for the year ended December 31, 2007 to $2,408,359 for the year ended December
31, 2008. However, the revenue of Guangcheng decreased $74,524 or 3% from
$2,212,590 for the year ended December 31, 2007 to $2,138,066 for the year ended
December 31, 2008.

Cost of revenue

Cost of revenue for the year ended December 31, 2008 increased to $6,753,173
from $3,378,941 for the year ended December 31, 2007, an increase of $3,374,232
or 100%. The significant increase of cost of sales was in line with the sales
during the year ended December 31, 2008. Among which, cost of revenue in Sancon
SH increased $3,063,169 or 531% from $577,048 for the year ended 2007 to
$3,640,217 for the year ended 2008. The increase mainly contained $1,036,146 of
shipping expenses, $1,129,374 of work outsourcing expenses and $556,348 of
salary expenses. Cost of revenue in Sancon AU for the fiscal year ended 2007 and
2008 was $647,390 and $1,012,393 respectively, an increase of $365,003 or 56%.
Cost of revenue in Guangcheng decreased from $2,154,503 for the fiscal year
ended 2007 to $2,093,063 for the fiscal year ended 2008, a decrease of $61,440
or 3%.

For the fiscal year ended 2007, cost of revenue was 71% of revenue compare to
53% for the fiscal year ended 2008. The mainly reason for the dramatically
decrease was CS contribute $$1,906,912 sales but no cost of sales.

Gross profit

The gross profit for the year ended December 31, 2008 was $5,954,723,
representing $4,551,555 or 324% increase compared to $1,403,168 for the year
ended 2007. And the gross margin rose from 29% for the year ended 2007 to 47%
for the year ended 2008. The rise of the gross profit is mainly due to the high
margin business in Sancon SH, CS and Sancon AU. The gross profit of Sancon SH
increased $2,089,738 or 398% from $524,604 for the year ended 2007 to $2,614,342
for the year ended 2008. CS contributed $1,906,912 increase of gross profit
because there is no operation for the year ended 2007. The gross profit of
Sancon AU was $820,477 for the year ended 2007 while it increased $575,489 or
70% to $1,395,966 for the year ended 2008. The gross profit of Guangcheng
decreased $13,084 or 23% from $58,087 for the year ended 2007 to $45,003 for the
year ended 2008.

Selling, general and administrative expenses

Selling, general and administrative expenses increased to $4,272,076 for the
year ended December 31, 2008, from $1,308,221 for the year ended 2007, an
increase of $2,963,855 or 227%. The significant increase of selling, general and
administrative expenses is mainly resulted from the business expanding of Sancon
SH and Sancon AU during 2008. The SG&A expenses of Sancon SH was $176,567 for
the year ended 2007, however, this number increased sharply to $2,666,303 for
the year ended 2008. It increased $2,489,736 or 1,410% during the period. The
increase was mainly contained $1,662,114 of consulting fee which is for
developing new market and customer, $220,283 of salary expenses and $94,214 of
travelling expenses. The SG&A expenses of Sancon AU increased $413,229 or 48%
from $863,852 for the year ended 2007 to $1,277,081 for the year ended 2008. The
increase was mainly contained $307,599 of wages expenses. The increase of
selling, general and administrative expenses from the year ended December 31,
2007 to 2008 also included potential payment to Dragon Wings of $85,654.

The SG&A expenses was 34% of the revenue for the year ended 2008 while it was
27% for the year ended 2007.

Depreciation Expense

Depreciation expense increased to $121,999 for the year ended 2008 from $80,656
for the year ended 2007. The expenses increased $41,343 or 51% during the year
ended on December 31, 2008 as compared to that in 2007. The increases were
mainly due to the purchase of plant and machinery in Sancon SH for the year
ended 2008. The depreciation expense of Sancon SH increased $55,021 or 497% from
$11,065 for the year 2007 to $66,086 for the year ended 2008. For the year ended
2007, depreciation expense was 2% of the revenue while it was 1% for the year
ended 2008.

                                       11

<PAGE>

Other Income (Expense)

For the year ended December 31, 2008, the Company booked other income of $77,062
compared to other income of $26,488 for the year ended 2007. The increase in
other income is $50,574 or 191% during the period. The mainly other income
happened in the year 2008 is net interest income of $31,092 and Grand income of
$50,666.

For the year ended 2007 and 2008, other income was 0.6% of the revenue.

Minority Interest

On August 15, 2007, the Company completed the acquisition of 70% of the equity
interest in Sancon Resources Recovery (Shanghai) Co., Ltd by exercising its
option to convert $200,000 of convertible promissory note. Minority Interest was
minus $67,947 for the year ended 2007 while it was $25,391 for the year ended
2008. For the year ended 2008 and 2007, minority interest was 0.2% and 1% of the
revenue respectively.

Discontinued Operation

On March 31, 2008, the company sold 100% equity interest of Digital Financial
Service Limited ("DFSL") for $7.8 plus the assumption of certain liabilities.
Gain on discontinued operation was $1,865 for the year ended December 31, 2008.
During the same period in 2007, the Company booked loss on discontinued
operation was $27,753.

Income Tax

The income tax decreased to $12,453 for the year ended 2008 from $112,922 for
the year ended 2007, a decrease of $100,469 or 89%. That is because Sancon SH
has no income tax for the year ended 2008 due to its loss. However, it booked
$111,554 income tax for the year ended 2007. For the year ended 2008 and 2007,
income tax was 0.1% and 2% of the revenue respectively.

Net loss/income

Net income for the year ended 2008 was $1,652,513, compared to a net loss of
$167,843 in 2007, an increase of $1,820,356 or 1,085%. The increase is mainly
contributed to the significant net income from CS of $1,896,273 for the year
ended 2008. Net profit margin for the year ended 2008 was 13% while net loss
margin for the year ended 2007 was 4%.

Liquidity and Capital Resources

As shown in the accompanying financial statements, the Company booked
accumulated income of $1,367,955 as of December 31, 2008 compares to accumulated
loss of $284,558 for the year ended 2007. In addition, our working capital is
$1,265,713 for the year ended 2008 and it was negative $489,589 for the year
ended 2007. That is mainly because of the increase of cash and cash equivalents.
It increased to $2,220,509 from $238,644 during the period.

Our ability to continue as a going concern depends on the successful execution
of our business plan to maintain the current profitability of the company as a
whole.

Operating Activities

The net cash provided by operating activities for the year ended December 31,
2008 amounted to $2,556,250 compared to $218,237 for the year ended December 31,
2007, and increase $2,338,013 or 1,071%. The increase mainly included net income
of $1,820,356, depreciation and amortization of $41,343, shares issued for
compensation of $114,600, trade receivables of $666,187 and trade payable of
$138,096. These increases were offset by tax payable of $223,648 in which Sancon
SH decreased $223,591and other current assets of $109,103. The payment terms of
our accounts receivable is about one month and will not be more than two months.

                                       12

<PAGE>

Investing Activities

Net cash used in investing activities amounted to $586,132 for the year ended
December 31, 2008 compared to $172,283 for the year ended 2007, an increase of
$413,849 or 240%. The increase mainly included purchase of property and
equipment of $276,981 and investment in marketable securities of 128,400.

Financing Activities

Net cash obtained by financing activities amounted to $9,954 for the year ended
December 31, 2008 compared to $143,469 for the year ended 2007, a decrease of
$133,515 or 93%. The decrease mainly included shares issued for cash of $350,000
and payment of mortgage loan of $8,898. This decrease was offset by
shareholders' loan of $225,383.

The Company has financed its growth by utilizing cash reserves and loans from
directors. Loans from directors are unsecured, and deferred payment term and
without interest bearing. The Company's primary use of funds is for the purchase
of equipment for operation expansion and working capital.

Inflation

In the opinion of management, inflation has not had a material effect on the
Company's financial condition or results of its operations

Trends and uncertainties

Management believes there are no known trends, events, or uncertainties that
could, or reasonably be expected to, adversely affect the Company's liquidity in
the short and long terms, or its net sales, revenues, or income from continuing
operations. However the management observed increased competition in the
material trading business has resulted in decrease margin in these businesses.

The Company's operations are not affected by seasonal factors.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on the Company's financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources, that are material to investors.


ITEM 7.   FINANCIAL STATEMENTS

Financial statements are attached hereto following beginning on Page F-1.


ITEM 8     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

We engaged Kabani & Company, Inc. ("Kabani"), as our new independent accountant
on November 27, 2006. The decision to retain Kabani & Company, Inc. was
recommended and approved by the Registrant's Board of Directors.

During the Registrant's two most recent fiscal years and any subsequent interim
period prior to the engagement of Kabani, neither the Registrant nor anyone on
the Registrant's behalf consulted with Kabani regarding either (i) The
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the small
business issuer's financial statements and either written or oral advice was
provided that was an important factor considered by the small business issuer in
reaching a decision as to the accounting, auditing or financial reporting issue,
or (ii) Any matter that was the subject of either a "disagreement" or a
"reportable event."

                                       13

<PAGE>

ITEM 8A    CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we
conducted an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the period covered
by this report (the "Evaluation Date"). Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the Evaluation
Date, that our disclosure controls and procedures were not effective.

MANAGEMENTS' ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal
control over financial reporting of the Company. Internal control over financial
reporting is a process designed by, or under the supervision of, our chief
executive and chief financial officers and effected by our board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.

Management, with the participation of our principal executive officer and
principal financial officer, has evaluated the effectiveness of our internal
control over financial reporting as of December 31, 2008 based on criteria
established under the COSO framework, an integrated framework for evaluation of
internal controls issued to identify the risks and control objectives related to
the evaluation of the control environment by the Committee of Sponsoring
Organizations of the Treadway Commission.

Based on our evaluation described above, management has concluded that our
internal control over financial reporting was not effective as of December 31,
2008. Our financial statements for the period ended June 30, 2008 were restated
as we missed to include the financial results of one of our subsidiary for the
three months period ended March 31, 2008. In addition we have limited resources
and we rely heavily on direct management oversight of transactions, along with
the use of legal and accounting professionals. As we grow we will hire skilled
professionals that will enable us to implement adequate segregation of duties
within the internal control framework.

In September 2008, the Company appointed an Accounting Manager experienced in US
GAAP to prepare financial statement and control our accounting and financial
reporting process. Furthermore, our management implemented additional review
procedures designed to ensure that the disclosure provided by the Company meets
the current requirements of the applicable filing made under the Exchange Act
and methodology to review the statements.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation requirements by
our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in our internal control over financial reporting during the
year ended December 31, 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 8B    OTHER INFORMATION

Item a.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item b.  Changes in Securities and Use of Proceeds.

None

Item c.  Defaults Upon Senior Securities.

None.

Item d.  Submission of Matters to a Vote of Security Holders.

Matters for a vote of security holders were submitted to security holders in the
Company's Proxy Statement, filed upon December 6, 2005. The remainder of the
information required by this item is incorporated by reference to the Company's
Proxy Statement.

Item e.  Other Information.

None.

                                       14

<PAGE>

                                 -- PART III --


ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS:
           COMPLIANCE WITH SECTION (16) OF THE EXCHANGE ACT

IDENTIFICATION AND BACKGROUNDS OF DIRECTORS AND OFFICERS

<TABLE>
<S>     <C>
         NAME              AGE    PRINCIPAL POSITION       APPOINTMENT/RESIGNATION DATE

         Jack Chen         39     CEO, Director                 November 29, 2002
         David Chen        41     Non Executive Chairman           June 1, 2006
         Cong Yuanli       58     Director                         June 1, 2006
         Gary Li           41     CFO                            August 27, 2008
</TABLE>

MR. JACK CHEN, CHIEF EXECUTIVE OFFICER & DIRECTOR

Mr. Chen is currently the CEO of Sancon as well as as the Managing Director of
Sancon Recycling Pty Ltd, the wholly owned subsidiary of Sancon Resources
Recovery, Inc. and a successful Australia based resources recycling company with
presence in Australia and China. With more than eight years of solid industrial
experiences in resources recovery sector in Australia and Asia, Mr. Chen is an
expert in the collection, processing, trading and reuse of industrial waste
materials. Previously, he worked in a management position for a multinational
German plastics and chemicals company and later built a successful plastics
trading business between Hong Kong and China.

GARY LI, CHIEF FINANCIAL OFFICER

Mr. Li joined Sancon in 2006 as the general manager of Sancon Resources Recovery
(Shanghai) Co. Ltd., and in charge of Sancon's China operations. He served as
the CFO of the Company since August, 2008. Mr. Li has more than ten years of
experiences in accounting, operational management and project development. Mr.
Li received an Associate degree of Accounting from Victoria University
(Australia) in 1998, a bachelor degree of Business from Swinburne University
(Australia) in 1999, a master of information Technology degree from Swinburne
University (Australia) in 2001.

MR. DAVID CHEN, NON EXECUTIVE CHAIRMAN OF THE BOARD

Mr. Chen served as the Non executive Chairman of the Board since June, 2006.
Prior to that, Mr. Chen served as the CEO of MKA Capital, Inc. (formally
Financial Telecom Limited (USA) Inc.) since its inception in 2004. He is the
president and CEO of Shine Media Acquisition Corp. a blank check company listed
on OTC Bulletin Board, since its inception in June 2005. He was the former CEO
of Hartcourt Companies Inc from 2002 to 2004 (OTCBB: HRCT), a consolidator of IT
distribution companies, and CEO of V2 Technology, a leading videoconferencing
technology company. Previously, Mr. Chen was the Marketing Director of Time
Warner's CNN Asia Pacific unit, Sales Director of Turner Broadcasting Systems
Asia, and Managing Director of HelloAsia Inc. Mr. Chen holds a Bachelor of
Economics degree from Monash University of Australia.

MR. CONG YUANLI, INDEPENDENT DIRECTOR

Mr. Cong Yuanli is the Chairman of Landwood Enterprise Holdings Ltd, a China
based diversified holding company with businesses in international trading,
import/export, real estate investment and financing. Previously he was a
director at Hong Kong Landtrade Group, a holding company in real estate
investment, international trust financing, hotel investment, and international
trading, where he was responsible for the international trading activities. Mr.
Cong is an avid fine art, antique and furniture collector and is the owner of
Beijing Landwood Gallery and Beijing Yuanhantang Antique Furniture Ltd. Mr. Cong
holds Bachelor of Economics and Management degree from Beijing University of
Finance and Economics of China.

                                       15

<PAGE>

FAMILY RELATIONSHIPS

Family relationships among directors, executive officers, or persons nominated
or chosen by the Company to become directors or executive officers are as
follows: Mr. Jack Chen and Mr. David Chen are brothers.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) Beneficial Ownership Reporting Compliance, each person who
was at any time during the fiscal year, a director, officer, beneficial owner of
more than ten percent of any class of equity securities of the Company
registered pursuant to section 12 ("reporting person") is required to file Forms
3, 4, and 5 on a timely basis, during the most recent fiscal year or prior
fiscal years. Due to lack of knowledge, the relevant beneficial owners did not
file on time. They will file Form 3 and Form 5 shortly.

CODE OF ETHICS

The Company has Standards of Ethical Conduct Policy ("Code of Ethics") that
applies to all employees and directors, including the Chairman, Chief Executive
Officer, and Chief Financial Officer. The Code of Ethics is filed as Exhibit
14.1 to this 10-K report.

AUDIT COMMITTEE FINANCIAL EXPERT

The Company's board of directors has determined it does not have at least one
audit committee financial expert serving on its audit committee, as that term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

The reason for the lack of an audit committee financial expert is the Company's
inability to find a suitable person by the reporting date of this 10-K report.
The Company continues its efforts to locate and appoint such a person.


ITEM 10  EXECUTIVE COMPENSATION

OFFICERS' COMPENSATION

Our CEO was compensated approximately $44,000 and $18,500 for the year ended
December 31, 2008 and 2007 and was not compensated for the year ended December
31, 2006 and 2005. Our CEO also received 250,000 common shares of stock
compensation for services rendered for the year ended 2008 while he did not
received any stock compensation for the year ended 2007.


DIRECTORS' COMPENSATION

Our Directors has not been compensated as of December 31, 2008.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity compensation plan information as of December 31, 2008

                                       16

<PAGE>
<TABLE>
<S>     <C>
---------------------------------------------------------------- ----------------------- --------------------- ---------------------
Plan category                                                     Number of securities     Weighted-average     Number of securities
                                                                   to be issued upon      exercise price of     remaining available
                                                                      exercise of            outstanding        for future issuance
                                                                  outstanding options,    options, warrants         under equity
                                                                        warrants              and rights         compensation plans
                                                                       and rights                              (excluding securities
                                                                                                                reflected in column
                                                                                                                       (a))
                                                                          (a)                    (b)                   (c)
---------------------------------------------------------------- ----------------------- --------------------- ---------------------
Equity compensation plans approved by security holders: None               -                      -                      -
---------------------------------------------------------------- ----------------------- --------------------- ---------------------
Equity compensation plans not approved by security holders: None           -                      -                      -
---------------------------------------------------------------- ----------------------- --------------------- ---------------------
Total                                                                      -                      -                      -
---------------------------------------------------------------- ----------------------- --------------------- ---------------------


ITEM 11       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED STOCKHOLDER MATTERS

Security ownership of certain beneficial owners

The following persons are known to be the beneficial owners of more than 5% of
the Company's voting securities, as of December 31, 2008:

    TITLE OF CLASS            NAME AND ADDRESS OF BENEFICIAL OWNER              NUMBER OF SHARES            PERCENT OF CLASS(1)

Common Stock            Mr. Jack Chen
                        36 Graham St, Surrey Hills,                                 4,950,000                      21.89%
                        VIC 3127, Australia

Common Stock            Mr. Yiu Lo Chung
                        Unit 1406A, Nanyang Plaza,
                        No. 57, Hung To Road, Kwun                                  2,000,000                      8.84%
                        Tong, Kowloon, Hong Kong

Common Stock            Mr. Chen Guanliang
                        2-1, Floor 21, No. 4,
                        Dahuanjiayuan, Huangyan                                     2,000,000                      8.84%
                        District, Taizhou, Zhejiang,
                        China

Notes:

(1) Based on 22,614,996 issued and outstanding voting common stock as of
December 31, 2008.

SECURITY OWNERSHIP OF MANAGEMENT

The following persons are known to be the beneficial owners of the Company's
voting securities, as of December 31, 2008:

    TITLE OF CLASS            NAME AND ADDRESS OF BENEFICIAL OWNER              NUMBER OF SHARES           PERCENT OF CLASS(1)

Common Stock            Mr. Jack Chen
                        36 Graham St, Surrey Hills,                                4,950,000                     21.89%
                        VIC 3127, Australia

Common Stock            Mr. Chen Guanliang
                        2-1, Floor 21, No. 4,
                        Dahuanjiayuan, Huangyan                                    2,000,000                      8.84%
                        District, Taizhou, Zhejiang, China

Common Stock            Mr. Yiu Lo Chung
                        Unit 1406A, Nanyang Plaza,
                        No. 57, Hung To Road, Kwun                                 2,000,000                      8.84%
                        Tong, Kowloon, Hong Kong

Common Stock            Mr. David Chen
                        No. 628, Suide Road, Putuo,
                        Shanghai, China                                             611,172                       2.7%
</TABLE>

Notes:
(1) Based on 22,614,996 issued and outstanding voting common stock as of
December 31, 2008. .

                                       17

<PAGE>

ITEM 12    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is no any transaction as of December 31, 2008.


ITEM 13    EXHIBITS

The following list describes the exhibits filed as part of this Report on Form
10-K.
<TABLE>
<S>     <C>

Exhibit
Number       Note   Description of Document
------       ----   -----------------------

3.1           (1)   Articles of Incorporation of Financial Telecom Limited (USA), Inc.
3.2           (1)   Amended and Restated Bylaws of Financial Telecom Limited (USA), Inc.
10.1          (1)   Agreement between Hong Kong Futures Exchange Limited and Financial Telecom Limited
10.2          (1)   Market Service Datafeed Agreement between Stock Exchange Information Services Limited and Financial Telecom
                    Limited
10.3          (2)   Option agreement dated December 14, 2004 between Fintel Group Limited and shareholders of Shanghai Longterms
                    Technology Limited.
10.4          (2)   Option agreement dated January 5, 2005 between Fintel Group Limited and shareholders of Beijing JCL
                    Technology Commerce Limited.
10.5          (2)   Option agreement dated January 20, 2005 between Fintel Group Limited and shareholders of Shanghai Qianhou
                    Computer Technology Limited.
10.6          (2)   Independent contractor agreement between Fintel Group Limited and Mr. Sam Chong Keen.
10.7          (2)   Independent contractor agreement between Fintel Group Limited and Info Media Company.
10.8          (2)   Independent contractor agreement between Fintel Group Limited and China Digital Distribution Limited.
10.9          (3)   Sales and purchase agreement dated March 25, 2005 between Fintel Group Limited and shareholders of Enjoy
                    Media Holdings Limited
10.10         (4)   Sales and purchase agreement dated April 25, 2005 between Fintel Group Limited and shareholders of Beijing
                    Genial Technology Co. Ltd.
10.11         (4)   Option agreement dated March 7, 2005 between Fintel Group Limited and shareholders of Beijing Sinoskyline
                    technology Trading Co. Ltd.
14.1          (8)   Code of Ethics
16.1          (6)   Change in Certifying Accountants
17.1          (5)   Correspondence on departure of Directors
20.1          (7)   Proxy Statement dated December 6, 2005
21.1          (9)   Subsidiaries of the registrant
24.1          (9)   Power of Attorney
31.1          (9)   Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002
31.2          (9)   Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002
32.1          (9)   Certification of Officers, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002
</TABLE>

----------------------

(1)    Incorporated herein by reference to the registrant's initial Registration
       Statement on Form 10-SB (File No. 000-50760) filed on May 13, 2004.
(2)    Incorporated  herein by reference to the registrant's Annual Report on
       Form 10-KSB (File No. 000-50760) filed April 15, 2005.
(3)    Incorporated herein by reference to the registrant's Quarterly Report of
       Form 10-QSB (File No.  000-50760) filed May 6, 2005.
(4)    Incorporated herein by reference to the registrant's Quarterly Report of
       Form 10-QSB (File No. 000-50760) filed August 6, 2005.
(5)    Incorporated herein by reference to the registrant's Current Report on
       Form 8K/A (File No. 000-50760) filed November 29, 2005.
(6)    Incorporated herein by reference to the registrant's Current Report on
       Form 8K/A (File No. 000-50760) filed January 25, 2006.
(7)    Incorporated herein by reference to the registrant's Proxy Statement
       (File No. 000-50760) filed December 6, 2005.
(8)    Incorporated herein by reference to the registrant's Annual Report on
       Form 10-KSB (File No. 000-50760) filed April 26, 2006.
(9)    Filed herewith.

                                       18

<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the fiscal year ended December 31, 2008, our principal independent
accountant was Kabani & Company, Inc, the services of which were provided in the
following categories and amount:

AUDIT FEES

Kabani & Company, Inc is our independent accountant from November 27, 2006. The
aggregate fees billed by Kabani & Company, Inc for professional services
rendered for the audit of our financial statements for the period ended March
31, June 30, September 30, 2008 were approximately $12,500, respectively, and
for services performed in connection with the Company's annual financial
statement on Form 10-K filed for the year ended December 31, 2008 were
approximately $65,000.

AUDIT RELATED FEES

Other than the fees described under the caption "Audit Fees" above, Kabani &
Company, Inc did not bill any fees for services rendered to us during fiscal
year 2008 for assurance and related services in connection with the audit or
review of our financial statements.

TAX FEES

There were no fees billed by Kabani & Company, Inc for professional services
rendered during the fiscal year ended December 31, 2008 for tax compliance, tax
advice, and tax planning.

ALL OTHER FEES

There were no fees billed by Kabani & Company, Inc for other professional
services rendered during the fiscal year ended December 31, 2008.

                                       19

<PAGE>


SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               Sancon Resources Recovery, Inc.

Date:  April 03, 2009
                                                             By: /s/ Jack Chen
                                               -------------------------------
                                                                     Jack Chen
                                                       Chief Executive Officer



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

                                             Sancon Resources Recovery, Inc.

Date:  April 03, 2009
                                                          By: /s/ David Chen
                                             -------------------------------
                                                                  David Chen
                                                                    Chairman

Date:  April 03, 2009

                                                          By:  /s/ Jimmy Yiu
                                             -------------------------------
                                                                   Jimmy Yiu
                                                                    Director

Date:  April 03, 2009
                                                        By:  /s/ Cong Yuanli
                                             -------------------------------
                                                                  Cong Yuanl
                                                        Independent Director

Date:  April 03, 2009
                                                          By:  /s/ Jack Chen
                                             -------------------------------
                                                                   Jack Chen
                                                                    Director


                                       20



<PAGE>



FINANCIAL STATEMENTS

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm                      F-2

Consolidated Balance Sheets as of December 31, 2008 and December 31, 2007    F-3

Consolidated Statements of Operations for the years ended
  December 31, 2008 and December 31, 2007                                    F-4

Consolidated Statements of Stockholders' Equity (Deficit) for the years
  ended December 31, 2008 and December 31, 2007                              F-5

Consolidated Statements of Cash Flows for the years ended
  December 31, 2008 and December 31, 2007                                    F-6

Notes to the Consolidated Financial Statements for the years ended
  December 31, 2008 and December 31, 2007                                    F-7




                                       F-1


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors
Sancon Resources Recovery, Inc.

We have audited the accompanying consolidated balance sheets of Sancon Resources
Recovery, Inc., a Nevada Corporation (the "Company") as of December 31, 2008 and
December 31, 2007 and the related consolidated statements of operations,
consolidated statements of stockholders' equity (deficit) and consolidated
statements of cash flows for the years ended December 31, 2008 and December 31,
2007. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits of these statements 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 statements presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sancon Resources Recovery, Inc
as of December 31, 2008 and December 31, 2007 and the results of its operations
and its cash flows for the years ended December 31, 2008 and December 31, 2007,
in conformity with accounting principles generally accepted in the United States
of America.

/s/ Kabani & Company, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California
March 13, 2009


                                       F-2


<PAGE>
<TABLE>
<S>            <C>

                                        SANCON RESOURCES RECOVERY, INC.
                                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                                                  DECEMBER 31,     DECEMBER 31,
                                                                                     2008              2007
                                                                                  -----------      -----------
     Current assets
        Cash and cash equivalents                                                 $ 2,220,509      $   238,644
        Trade receivables, net                                                        289,240          628,616
        Inventory                                                                      52,531              754
        Deferred Tax Asset                                                             22,107            3,763
        Other current assets                                                          140,318           80,713
        Due from related parties                                                      108,690           73,350
        Current assets of entity disposed off                                              --           11,761
                                                                                  -----------      -----------
           TOTAL CURRENT ASSETS                                                     2,833,395        1,037,601

     Property, plant & equipment, net                                                 927,044          540,691
     Security deposit                                                                   7,598            9,644
     Marketable securities                                                            128,938               --
                                                                                  -----------      -----------
        TOTAL ASSETS                                                              $ 3,896,975      $ 1,587,936
                                                                                  ===========      ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
     Current liabilities
        Trade payables                                                            $   765,785      $   402,961
        Capital lease - current                                                         8,735           10,206
        Accrued expenses and other payables                                           153,211          140,303
        Shares to be issued                                                                --          350,000
        Tax payables                                                                  111,482          181,490
        Due to related parties                                                        412,291          327,122
        Other payables                                                                116,178           86,343
        Current liability of entity disposed off                                           --           28,765
                                                                                  -----------      -----------
           TOTAL CURRENT LIABILITY                                                  1,567,682        1,527,190

     Long term liability
        Capital lease                                                                  29,175           48,119
                                                                                  -----------      -----------
        TOTAL LIABILITY                                                             1,596,857        1,575,309
                                                                                  -----------      -----------

     Minority Interest                                                                127,829          153,220

     Commitment & Contingency                                                         104,966               --

STOCKHOLDERS' EQUITY (DEFICIT)
     Share Capital
        Authorized: 500,000,000 common shares, par value $0.001 per share
        Issued and Outstanding: 22,614,996 shares and 20,414,996 shares as of          22,615           20,415
        December 31, 2008 and December 31, 2007 respectively
     Additional paid-in capital                                                       808,299          115,499
     Deferred Compensation                                                           (194,400)              --
     Other comprehensive income                                                        62,854            8,051
     Accumulated profit (deficit)                                                   1,367,955         (284,558)
                                                                                  -----------      -----------
        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                        2,067,323         (140,593)
                                                                                  -----------      -----------
        TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                        $ 3,896,975      $ 1,587,936
                                                                                  ===========      ===========


                     The accompanying notes form an integral of these financial statements.

                                                      F-3

<PAGE>

                                 SANCON RESOURCES RECOVERY, INC.
                              CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                FOR THE YEARS ENDED DECEMBER 31,
                                                                     2008              2007
                                                                 ------------      ------------

Net Sales                                                        $ 12,707,896      $  4,782,109
Cost of sales                                                       6,753,173         3,378,941
                                                                 ------------      ------------
     Gross profit                                                   5,954,723         1,403,168

Operating Expenses
     Depreciation                                                     121,999            80,656
     Selling, General and Administrative                            4,272,076         1,308,221
                                                                 ------------      ------------
         Total operating expenses                                   4,394,075         1,388,877
                                                                 ------------      ------------
Operating Income                                                    1,560,648            14,291

Other Income (Expense)
     Other income                                                      45,970            21,691
     Interest income                                                   31,092             4,797
                                                                 ------------      ------------
     Total other income                                                77,062            26,488
                                                                 ------------      ------------

Income from operations before income taxes and minority             1,637,710            40,779
interest

     Income taxes                                                     (12,453)         (112,922)
     Minority interest                                                 25,391           (67,947)
                                                                 ------------      ------------
     Income (loss) from continued operations                        1,650,648          (140,090)
                                                                 ------------      ------------

Discontinued Operation
     Loss from Discontinued Operation                                  (1,955)          (27,753)
     Gain on Disposal of Subsidiary                                     3,820                --
                                                                 ------------      ------------
Gain (loss) on Discontinued Operations                                  1,865           (27,753)
                                                                 ------------      ------------

Net income (loss)                                                   1,652,513          (167,843)

Other comprehensive item:
Foreign currency translation gain                                      54,803             9,298

                                                                 ------------      ------------
Net comprehensive income/(loss)                                  $  1,707,316      $   (158,545)
                                                                 ============      ============

Earnings per share:
     Basic & diluted earnings/(loss) per share continued         $       0.08      $      (0.01)
     operations
                                                                 ============      ============
     Basic earnings/(loss) per share discontinued operations             0.00             (0.00)
                                                                 ============      ============
     Basic & diluted earnings/(loss) per share                           0.08             (0.01)
                                                                 ============      ============
     Basic & diluted weighted average shares outstanding           21,794,722        20,399,928
                                                                 ============      ============


             The accompanying notes form an integral of these financial statements.

                                               F-4

<PAGE>


                                                  SANCON RESOURCES RECOVERY, INC.
                                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                               FOR THE YEARS ENDED DECEMBER 31, 2008

                                                               ADDITIONAL                     OTHER      ACCUMULATED
                                                    COMMON       PAID IN       DEFERRED    COMPREHENSIVE   INCOME
                                       SHARES        STOCK       CAPITAL     COMPENSATION  INCOME (LOSS)  (DEFICIT)       TOTAL
                                     -----------  -----------  -----------   -----------   -----------   -----------   -----------

BALANCE DECEMBER 31, 2006             20,164,996       20,165       27,249           --        (1,247)     (116,715)      (70,548)

Issuance of shares for services          250,000          250       88,250           --            --            --        88,500
Foreign Currency Translation                  --           --           --           --         9,298            --         9,298
Net loss                                      --           --           --           --            --      (167,843)     (167,843)
                                     -----------  -----------  -----------   -----------   -----------   -----------   -----------
BALANCE DECEMBER 31, 2007             20,414,996  $    20,415  $   115,499  $         0   $     8,051   $  (284,558)  $  (140,593)
                                     ===========  ===========  ===========   ===========   ===========   ===========   ===========

Issuance of shares for cash            1,000,000        1,000      349,000           --            --            --       350,000
Issuance of shares for compensation      250,000          250       37,250           --            --            --        37,500
Issuance of shares for services          950,000          950      306,550     (194,400)           --            --       113,100
Foreign Currency Translation                  --           --           --           --        54,803            --        54,803
Net income                                    --           --           --           --            --     1,652,513     1,652,513
                                     -----------  -----------  -----------   -----------   -----------   -----------   -----------
BALANCE DECEMBER 31, 2008             22,614,996  $    22,615  $   808,299  $  (194,400)  $    62,854   $ 1,367,955   $ 2,067,323
                                    ===========  ===========  ===========   ===========   ===========   ===========   ===========


                              The accompanying notes form an integral of these financial statements.


                                                                F-5


<PAGE>


                                  SANCON RESOURCES RECOVERY, INC.
                               CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                    FOR THE YEARS ENDED DECEMBER 31,
                                                                         2008             2007
                                                                      -----------      -----------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income/(Loss)                                                $ 1,652,513      $  (167,843)
     Adjustments to reconcile net income (loss) to net cash flows
     provided by (used in) operating activities:
        Depreciation and amortization                                     121,999           80,656
        Shares issued in lieu of compensation & service                   203,100           88,500
        Minority interest                                                 (25,391)          67,947
        Changes in current assets and liabilities:
          Decrease (increase) in trade receivables                        326,738         (339,449)
          Decrease (increase) in inventory                                (48,768)          (3,763)
          Decrease (increase) in advance to suppliers                     (11,997)           7,673
          Decrease (increase) in other current assets                     (91,281)          17,822
          Increase (decrease) in tax payable                              (70,008)         153,640
          Increase (decrease) in trade payable                            362,824          224,728
          Increase (decrease) in other current liabilities                136,521          101,003
                                                                      -----------      -----------
        Net cash provided by (used in) continued operations             2,556,250          230,914
        Net cash used in discontinued operations                               --          (12,677)
                                                                      -----------      -----------
        Net cash flows provided by operating activities                 2,556,250          218,237
                                                                      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Investment in securities                                            (128,400)              --
     Purchase of property and equipment                                  (467,693)        (190,712)
                                                                      -----------      -----------
        Net cash flows used in investing activities                      (596,093)        (190,712)
        Net cash provided by discontinued operations                        9,961           18,429
                                                                      -----------      -----------
        Net cash flows used in Investing activities                      (586,132)        (172,283)
                                                                      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Shares issued for cash                                                    --          350,000
     Shareholders' loan                                                    30,369         (195,014)
     Proceeds from (payment of) mortgage loan                             (20,415)         (11,517)
                                                                      -----------      -----------
        Net cash flows provided by financing activities                     9,954          143,469
                                                                      -----------      -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                     1,793           15,876
                                                                      -----------      -----------

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENT                       1,981,865          205,299

     Cash & Cash Equivalent at start of period                            238,644           33,345
                                                                      -----------      -----------
     Cash & Cash Equivalent at end of period                          $ 2,220,509      $   238,644
                                                                      ===========      ===========

Supplemental information for Cash Expenses
     Cash paid for Interest Expenses                                  $     5,823      $     4,210
                                                                      ===========      ===========
     Cash paid for Income Taxes                                       $    78,987      $        --
                                                                      ===========      ===========

               The accompanying notes form an integral of these financial statements.

                                                F-6
</TABLE>

<PAGE>

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,
2008 AND DECEMBER 31, 2007

NOTE 1  NATURE OF OPERATIONS

Sancon Resources Recovery, Inc. ("Sancon", or "the Company", or "we", or "us")
is registered in good standing under Chapter 78 of the Nevada Statutes in April
2003, and its common stock is traded on the OTCBB under the symbol SRRY.OB.
Sancon Resources Recovery, Inc. is an environmental service and waste management
company that operates recycling facilities in China and Australia. Sancon
specializes in the collection and recovery of industrial and commercial solid
wastes such as plastic, paper, cardboard, and glass. The recycled materials are
re-used by Sancon's manufacturing customers in China to make a wide variety of
new products including outdoor furniture, construction materials, building
materials, road surface, and various new products. Sancon's China operation is
licensed by the Chinese government for waste management services, and is
certified with ISO 9001 and ISO 14001 standards. Sancon aims to provide
solutions to today's soaring raw material cost for manufactures and assists in
solving our environmental problems.

On August 15, 2007, the Company completed the acquisition of 70% of the equity
interest in Sancon Resources Recovery (Shanghai) Co., Ltd by exercising its
option to convert $200,000 of convertible promissory note (See note 3).

On November 17, 2006, the company completed the acquisition of 100% equity
interest in Crossover Solutions Inc ("Crossover" or "CS") from Fintel Group by
paying $1 for the transfer of one share of Crossover Solutions Inc. being the
total number of outstanding share of Crossover. Crossover did not have any
operations or assets/liability prior to 2008.

Since its acquisition, Crossover solution Inc has begin the operation of
providing services for management and granulation of waste materials for its
clients located in China.

On March 31, 2008, the company sold 100% equity interest of Digital Financial
Service Limited ("DFSL") for $7.8 plus the assumption of certain liabilities,
due to its continuing losses, resulting in gain of $1,865 on disposal of the
entity (See note 11)

As of December 31, 2008, the Sancon group comprises of the following companies:

<TABLE>
<S>            <C>
                                                                                                 %
Registered Name                                                     Domicile           Owner    held      Status

Sancon Recycling Pty Ltd.                                          Australia          Sancon     100    Active
Guang Cheng Int'l Trading Ltd.                                     Hong Kong          Sancon     100    Active
Sancon Resources Recovery (Shanghai) Co., Ltd.                      Shanghai          Sancon     70     Active
Crossover Solutions Inc.                                     British Virgin Island    Sancon     100    Active
</TABLE>

NOTE 2     BASIS OF PRESENTATION

Principles of Consolidation

The accompanying unaudited consolidated financial statements include all of the
accounts of the Company and all of the subsidiaries under its control, which
include Sancon Recycling Pty Ltd., Guang Cheng, Sancon SH (70%) and CS as of and
for the year ended December 31, 2008. While the historical results for the year
ended December 31, 2007 only include Sancon Recycling Pty Ltd., Guang Cheng and
Sancon SH (70%). All material inter-company balances and transactions have been
eliminated in consolidation.



<PAGE>

NOTE 3     BUSINESS ACQUISITION

The Company invested in the Convertible Note of US$200,000, which was issued on
June 1, 2007 by Sancon Resource Recovery (Shanghai) Co., Ltd. ("Sancon SH"), a
corporation organized under the laws of the People's Republic of China. The
convertible note with 0% interest bearing shall become due and payable on the
first anniversary of the issue date. At any time prior to the issue date, at the
option of Sancon in its sole discretion, the convertible note may be converted
into 70% equity interest in Sancon SH.

On August 15, 2007, the Company exercised its conversion right to convert its
convertible note with face value of $200,000 into 70% equity interest of Sancon
Resource Recovery (Shanghai) Co., Ltd., pursuant to the terms of Convertible
Note issued on June 1, 2007.

Sancon Resource Recovery (Shanghai) Co., Ltd was established in March 2007, in
Shanghai, China, focuses on the recycling of wasted wine bottle in China. Sancon
SH started operations on April 1, 2007.

Mr. Jack Chen is a CEO, Director and Shareholder of the Company, owned 23%
shares in the Company also owned 100% of Sancon SH . The acquisition is resulted
in recapitalization of the Company, using the carrying values of assets and
liabilities at the time when Company converted its note receivable into 70%
equity interest in Sancon Shanghai as both the entities were related to each
other through a common shareholder.

A summarized financial position for the acquired company, Sancon SH, at the
acquisition date, is provided below.

                  Sancon Resource Recovery (Shanghai) Co., Ltd.
                     Summary Statement of Financial Position
                               At August 15, 2007

                                                                        Amount

Cash                                                                  $ 253,549
Other Current Assets                                                     32,447
Property & Equipment                                                     68,957
Current Liabilities                                                     (73,268)
                                                                      ---------
Net Assets                                                              281,685
Net Assets Acquired (70%)                                             $ 197,180
                                                                      =========

        UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION DISCLOSURE
                      FOR THE YEAR ENDED DECEMBER 31, 2007

The following un-audited pro forma consolidated financial information for the
year ended December 31, 2007 as presented below, reflects the results of
operations of the Company assuming the acquisition occurred on April 1, 2007.
These pro forma results have been prepared for information purposes only and do
not purport to be indicative of what operating results would have been had the
acquisitions actually taken place on April 1, 2007 and may not be indicative of
future operating results.

                                                                Year ended
                                                             December 31, 2007
                                                                (Unaudited)
Revenue                                                      $        6,075,111

Operating loss                                               $         (257,041)
                                                             ------------------

Net loss                                                     $         (333,551)
                                                             ==================

Basic and fully diluted gain/(loss) per share                $            (0.02)
                                                             ==================


                                      F-8

<PAGE>

NOTE 4     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Use of Estimates

These financial statements are prepared in accordance with accounting principles
accepted generally in the United States. These principles require management to
use its best judgment in determining estimates and assumptions that: affect the
reported amounts of assets and liabilities; disclosure of contingent assets and
liabilities at the date of the financial statements; and the reported amounts of
revenues and expenses during the reporting period. Management makes its best
estimate of the ultimate outcome for such items based on historical trends and
other information available when the financial statements are prepared. Changes
in estimates are recognized in accordance with the relevant accounting rules,
typically in the period when new information becomes available to management.
Actual results in the future could differ from the estimates made in the prior
and current periods.

(b) Property, Plant & Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation.

For our subsidiary in Australia we use declining balance method of depreciation
by multiplying annual rates as follows:


            Plant and Machinery                                           20.0%
            Motor Vehicles                                                22.5%
            Fixture and Fittings                                          22.0%

For our subsidiary in Shanghai we use straight line method over the following
estimated useful lives:


            Plant and Machinery                                           10 yrs
            Motor Vehicles                                                5 yrs
            Office equipment                                              5 yrs

(c) Impairment of Long-lived assets

The Company periodically reviews its portfolio of assets for impairment in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-lived Assets." Such review
necessitates estimates of current market values; re-lease rents, residual values
and component values. The estimates are based on currently available market data
and are subject to fluctuation from time to time. The Company initiates its
review periodically, whenever events or changes in circumstances indicate that
the carrying amount of a long-lived asset may not be recoverable. Recoverability
of an asset is measured by comparison of its carrying amount to the expected
future undiscounted cash flows (without interest charges) that the asset is
expected to generate. Any impairment to be recognized is measured by the amount
by which the carrying amount of the asset exceeds its fair market value.
Significant management judgment is required in the forecasting of future
operating results which are used in the `reparation of projected undiscounted
cash flows and, should different conditions prevail, material write downs may
occur. There was no impairment in Company's long lived assets as at December 31,
2008 and 2007.

(d)  Foreign Currency Translation

The reporting currency used in the preparation of these consolidated financial
statements is U.S. dollars. Local currencies are the functional currencies for
the Companies subsidiaries. For the purpose of consolidation: assets and
liabilities of subsidiaries with functional currencies other than U.S. dollars
are translated into U.S. dollars at the applicable rates of exchange in effect
at the balance sheet date; and income and expense items are translated into U.S.
dollars at the average applicable rates during the year, while equity is
accounted for using historical rates.

Translation gains and losses resulting from fluctuations in exchange rates are
recorded as a separate component of other comprehensive income within
stockholders' equity as cumulative translation adjustments. Gains and losses
resulting from foreign currency transactions are included in results of
operations. Foreign currency translation adjustments for the years ended
December 31, 2008 and 2007 amounted to $54,803 and $9,298.

                                       F-9

<PAGE>

(e) Earnings Per Share

Basic earnings per share ("EPS") is calculated using net earnings (the
numerator) divided by the weighted-average number of shares outstanding (the
denominator) during the reporting period. Diluted EPS includes the effect from
potentially dilutive securities. Diluted EPS is equal to basic EPS for all
periods presented, as the Company has no potentially dilutive securities.

(f) Revenue Recognition

The Company's revenue recognition policies are in compliance with Staff
accounting bulletin (SAB) 104. Sales revenue is recognized when the significant
risks and rewards of the ownership of goods have been transferred to the buyers.
No revenue is recognized if there are significant uncertainties regarding the
recovery of the consideration due, the possible return of goods, or when the
amount of revenue and the costs incurred or to be incurred in respect of the
transaction cannot be measured reliably.

The Company is organized into three business segments: material recycling,
material trade and waste management service. Their revenue recognition is as
follows:

(1) Material Recycling refers to the activities of collecting and processing of
waste materials, then selling them to customers in China. The plant is located
in Australia. The revenue is recognized when delivery of the material is
occurred and invoice issued.
(2) Material Trade refers the activities of buying and selling of materials with
operations located in Hong Kong. The revenue is recognized when delivery to
customer is occurred and invoice is issued.
(3) Waste management Service refers the activities of providing waste management
service with operations located in Shanghai China. The revenue is recognized
when service is completed and invoice is issued.

(g) Income Taxes

The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statement or tax returns. Under this method, deferred tax liabilities and assets
are determined based on the difference between financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse.

The Company operates in several countries. As a result, we are subject to
numerous domestic and foreign tax jurisdictions and tax agreements and treaties
among the various taxing authorities. Our operations in these jurisdictions are
taxed on various bases: income before taxes, deemed profits and withholding
taxes based on revenue. The calculation of our tax liabilities involves
consideration of uncertainties in the application and interpretation of complex
tax regulations in a multitude of jurisdictions across our global operations.

We regularly assess our position with regard to individual tax exposures and
record liabilities for our uncertain tax positions and related interest and
penalties according to the principles of FAS 5, ACCOUNTING FOR CONTINGENCIES.
These accruals reflect management's view of the likely outcomes of current and
future audits. The future resolution of these uncertain tax positions may be
different from the amounts currently accrued and therefore could impact future
tax period expense.

The Company has U.S. federal net operating loss carry forwards that if unused
could expire in varying amounts in the years through 2020. However, as a result
of the acquisition, the amount of net operating loss carry forward available to
be utilized in reduction of future taxable income was reduced pursuant to the
change in control provisions of Section 382 of the Internal Revenue Code.

A 100% valuation allowance has been established as a reserve against the
deferred tax assets arising from the net operating losses and other net
temporary differences since it cannot, at this time, be considered more likely
than not that their benefit will be realized in the future.

Changes in tax laws, regulations, agreements and treaties, foreign currency
exchange restrictions or our level of operations or profitability in each taxing
jurisdiction could have an impact upon the amount of income taxes that we
provide during any given year.


                                      F-10

<PAGE>

(h) Allowance for Doubtful Accounts

The Company presents accounts receivable at the net of allowances for doubtful
accounts. The allowances are calculated based on detailed review of certain
individual customer accounts and an estimation of the overall economic
conditions affecting the Company's customer base. The Company reviews a
customer's credit history before extending credit. If the financial condition of
its customers were to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be required. No provision for
doubtful accounts has been made in these financial statements, as the accounts
are considered collectible in full. As at December 31, 2008 and 2007 allowance
for bad debt amounted to $47,170 and $0 respectively

(i) Segment Information

The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131"). SFAS establishes standards for reporting information regarding operating
segments in annual financial statements and requires selected information for
those segments to be presented in interim financial reports issued to
stockholders. SFAS 131 also establishes standards for related disclosures about
products and services and geographic areas. Operating segments are identified as
components of an enterprise about which separate discrete financial information
is available for evaluation by the chief operating decision maker, or decision
making group, in making decisions how to allocate resources and assess
performance.

(j) Comprehensive Income

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. As at December 31, 2008 and 2007 other comprehensive
income amounted to $62,854 and $8,051 respectively.

(k)  Reclassifications

Certain reclassifications have been made in prior years' financial statements to
conform to classifications used in the current year.

(l) Stock based payments

Effective January 1, 2006, the beginning of SRPL's first fiscal quarter of 2006,
the Company adopted the fair value recognition provisions of SFAS 123R, using
the modified-prospective transition method. Under this transition method,
stock-based compensation expense was recognized in the consolidated financial
statements for granted stock options, since the related purchase discounts
exceeded the amount allowed under SFAS 123R for non-compensatory treatment.
Compensation expense recognized included: the estimated expense for stock
options granted on and subsequent to January 1, 2006, based on the grant date
fair value estimated in accordance with the provisions of SFAS 123R; and the
estimated expense for the portion vesting in the period for options granted
prior to, but not vested as of January 1, 2006, based on the grant date fair
value estimated in accordance with the original provisions of SFAS 123. Results
for prior periods have not been restated, as provided for under the
modified-prospective method.

As of December 31, 2008 and December 31, 2007, the Company did not issue or make
provision through the issuance of stock options to employees and directors.

                                      F-11

<PAGE>

(m) Recent Pronouncements

In September 2006, FASB issued SFAS 158 `Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans--an amendment of FASB Statements
No. 87, 88, 106, and 132(R)' This Statement improves financial reporting by
requiring an employer to recognize the over funded or under funded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements:

     1. A brief description of the provisions of this Statement
     2. The date that adoption is required
     3. The date the employer plans to adopt the recognition provisions of this
        Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of
the employer's fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. Management is currently evaluating
the effect of this pronouncement on the financial statements.

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is permitted subject to
specific requirements outlined in the new statement. Therefore, calendar-year
companies may be able to adopt FAS 159 for their first quarter 2007 financial
statements. The new statement allows entities to choose, at specified election
dates, to measure eligible financial assets and liabilities at fair value that
are not otherwise required to be measured at fair value. If a company elects the
fair value option for an eligible item, changes in that item's fair value in
subsequent reporting periods must be recognized in current earnings. FAS 159
also establishes presentation and disclosure requirements designed to draw
comparison between entities that elect different measurement attributes for
similar assets and liabilities. Management is currently evaluating the effect of
this pronouncement on the financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements". This Statement amends ARB 51 to establish
accounting and reporting standards for the noncontrolling (minority) interest in
a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the Company on January 1,
2009.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations". This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) is effective for the Company on January 1, 2009.

In March 19, 2008, FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. Currently the Company does not carry any derivative instruments and
the adoption of this statement may not have any effect on the financial
statements.


                                      F-12

<PAGE>

In May 2008, FASB issued SFASB No.162, "The Hierarchy of Generally Accepted
Accounting Principles". The pronouncement mandates the GAAP hierarchy reside in
the accounting literature as opposed to the audit literature. This has the
practical impact of elevating FASB Statements of Financial Accounting Concepts
in the GAAP hierarchy. This pronouncement will become effective 60 days
following SEC approval. The Company does not believe this pronouncement will
impact its financial statements.

In May 2008, FASB issued SFASB No. 163, "Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60". The scope of
the statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. The Company does not believe this pronouncement will impact
its financial statements.

On December 30, 2008 FASB issued FIN 48-3, "Effective Date of FASB
Interpretation No. 48 for Certain Nonpublic Enterprises". This FSP defers the
effective date of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, for certain non-public enterprises as defined in paragraph 289, as
amended, of FASB Statement No. 109, Accounting for Income Taxes, including
non-public not-for-profit organizations. However, non-public consolidated
entities of public enterprises that apply U. S. GAAP are not eligible for the
deferral. Nonpublic enterprises that have applied the recognition, measurement,
and disclosure provisions of Interpretation 48 in a full set of annual financial
statements issued prior to the issuance of this FSP also are not eligible for
the deferral. This FSP shall be effective upon issuance. The Company does not
believe this pronouncement will impact its financial statements.

On January 12, 2009 FASB issued FSP EITF 99-20-01, "Amendment to the Impairment
Guidance of EITF Issue No. 99-20". This FSP amends the impairment guidance in
EITF Issue No. 99-20, "Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to be Held
by a Transferor in Securitized Financial Assets," to achieve more consistent
determination of whether an other-than-temporary impairment has occurred. The
FSP also retains and emphasizes the objective of an other-than-temporary
impairment assessment and the related disclosure requirements in FASB Statement
No. 115, Accounting for Certain Investments in Debt and Equity Securities, and
other related guidance. The FSP shall be effective for interim and annual
reporting periods ending after December 15, 2008, and shall be applied
prospectively. Retrospective application to a prior interim or annual reporting
period is not permitted. The Company does not believe this pronouncement will
impact its financial statements.

(n) Marketable Securities

Company classifies investment in marketable securities as `Held to Maturity' in
accordance with SFAS 115. Non temporary decline in the fair value of securities
is charged to earnings while unrealized gains or losses are not recognized As at
December 31, 2008 investment in securities amounted to $128,938 and gross
unrecognized holding loss amounted to $14,192.

The marketable securities will be matured on August 19, 2010 and classified
under non current assets in the accompanied financial statements.

Note 5.  Concentrations and Commitments

(a) Concentrations

The Company has focused on business in overseas markets, which the Company
believes present opportunities. Business with foreign customers is subject to
risks related to the economy of the country or region in which such customers
are located, which may be weaker than the U.S. economy. On the other hand,
foreign economy may remain strong even though the U.S. economy does not. Foreign
economic downturn may impact foreign customer's ability to make payments.
Furthermore, foreign customers are subject to risks related to currency
conversion fluctuations.

Foreign laws, regulations and judicial procedures may be more or less protective
for the local company's rights than those in the United States. The Company
could experience collection or repossession problems related to the enforcement
of its business agreements under foreign local laws and the remedies in foreign
jurisdictions. The protections potentially offered by Section 1110 of the
Bankruptcy Code do not apply to non-U.S. carriers, and applicable local law may
not offer similar protections.


                                      F-13

<PAGE>

(b) Commitments & Contingency

Office space:
The Company leases office space in Australia and China. The lease for Australia
expires in October 2011 while leases for China expire on various dates between
January 2009 to November 2018. Based upon existing leases, without renewals, the
minimum lease payments up to expiry are as follows:


2009                                                                  $  611,638
2010                                                                     286,588
2011                                                                     245,654
2012                                                                     161,407
2013                                                                     162,544
Thereafter                                                               732,000
                                                                      ----------
Total                                                                 $2,199,831
                                                                      ==========

Equipment:
In year 2005, the company purchased a vehicle under capital lease from Toyota
Financial Service. The annual interest rate is 7.99% with payment term of sixty
(60) months. The payment is to be made in 59 equal monthly installments of $269
each and the final installment of $4,566. The balance as of December 31, 2008
amounted to $8,349 with $2,652 as current liability.

In year 2006, the company purchased a vehicle by mortgage loan from CBFC Limited
ABN. The annual interest rate is 8.32% with payment term of sixty (60) months.
The payment is to be made in 59 equal monthly installments of $371 each and the
final installment of $6,791. The balance as of December 31, 2008 amounted to
$16,310 with $3,213 as current liability.

In September 2007, the company purchased a vehicle by mortgage loan from CBFC
Limited ABN. The annual interest rate is 8.6% with payment term of forty-eight
(48) months. The payment is to be made in 47 equal monthly installments of $325
each and the final installment of $5,3395. The balance as of December 31, 2008
amounted to $13,251 with $2,870 as current liability.

The Company pays approximately $964 per month under these leases, the last of
which expires in September 2011.

Total minimum lease payments under the above leases are as follows:

                                                                    Capital
                                                                    Leases
===============================================================================
2009                                                                   11,614
2010                                                                   14,258
2011                                                                   17,742
-------------------------------------------------------------------------------
                                                                $      43,614
Less: Amount representing interest                                     (5,704)
Present value of minimum lease payments                                37,910
Less: Current portion                                                  (8,735)
-------------------------------------------------------------------------------
                                                                $      29,175
----------------------------------------------------------------===============

Legal Proceeding:

The company involved in the following litigation.

Dragon Wings Communications Limited, a Hong Kong corporation and Wong Yee Tat,
an individual are the first and second plaintiff. They filed a complaint on July
25, 2008 in the District Court of the Hong Kong special Administrative Region,
Civil Action No. 3251, against the first defendant, Fintel Group Limited for
breach of contract. The Company is the second defendant because plaintiff
claimed Fintel Group Limited is a wholly owned subsidiary of the Company. Under
the writ, the plaintiff claimed that pursuant to a written stock purchase
agreement, the first defendant shall purchase the first plaintiff's common stock
by common shares of Financial Telecom Limited (USA) inc. (replaced by shares of
MKA Capital Inc. from June 2006) or pay to the plaintiff cash of $94,172 in lieu
of the shares. Plus the interest and cost of litigation, the total amount
claimed by plaintiff were $104,966. The court adjudged that the first defendant
do pay the plaintiffs damages on September 08, 2008 and also adjudged that the
second defendant do pay the plaintiffs damages on December 10, 2008. The Company
did not receive writ of summons or judgment until February 2009. The Company
denied all allegations in the complaint because Fintel Group Limited is no
longer our subsidiary since November 27, 2006. The Company accrued $104,966 of
potential liability under Commitment & Contingency in the accompanied financial
statements based on the letter of claim received from the plaintiff.


                                      F-14

<PAGE>

Note 6. Depreciable Assets

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation
and any impairment in value. The carrying values are reviewed for impairment
when events or changes in circumstances indicate the carrying value may not be
recoverable. Impairment losses are recognized in the income statement.

Below is the table of Property, Plant and Equipment for the fiscal year ended
2008:

                                Plant and                   Office
       Total                    Machinery     Vehicles     Equipment     Total
       -----                    ---------     --------     ---------     -----
Cost                             749,355      383,759       24,589    1,157,703
Accumulated Depreciation        (143,029)     (83,582)      (4,048)    (230,659)
-------------------------------------------------------------------------------
Net Carrying Value               606,326      300,177       20,541      927,044
===============================================================================

Included in property and equipment is approximately $55,833 of assets, which are
leased under non-cancelable leases and accounted for as capital leases, which
expire through September 2011. The accumulated depreciation included in the
property and equipment for these leases is approximately $21,960.

Below is the table of Property, Plant and Equipment for the fiscal year ended
2007:

                                Plant and                   Office
       Total                    Machinery     Vehicles     Equipment     Total
       -----                    ---------     --------     ---------     -----
Cost                             374,084      282,025        33,901     690,010
Accumulated Depreciation        (116,415)     (22,728)      (10,176)   (149,319)
-------------------------------------------------------------------------------
Net Carrying Value               257,669      259,297        23,725     540,691
===============================================================================

Included in property and equipment is approximately $67,821 of assets, which are
leased under non-cancelable leases and accounted for as capital leases, which
expire through September 2011. The accumulated depreciation included in the
property and equipment for these leases is approximately $18,180.

Depreciation and amortization expense for the year ended December 31, 2008 and
December 31, 2007 was $121,999 and $80,656, respectively.

Note 7.  Related Party Transactions

The shareholders' loans were due from Mr. Cheng Guangliang, currently the
contracted Manager of GuangCheng, one of company's subsidiary..

The shareholders' loans were due to Mr. Jack Chen, currently CEO and Director of
the Company, Mr. David Chen, former CEO and Shareholder of the Company and Mr.
Jimmy Yu, Director of the Company.

Included in the amount due from related parties, there were loans due from
Mr.Cheng Guangliang, of $108,690. The company made a loan to Mr. Cheng
Guangliang for purpose of undertaking business activities of Guangcheng such as
Material trading. Such loan is guaranteed by Mr. Chen Guangliang on a personal
basis. The loan is unsecured, interest free and due on demand.

Included in the amount due to related parties, there were loans due to Mr. David
Chen of $15,243 and loans due to Mr. Jimmy Yiu, director of the Company,
amounting of $5,021 and loans due to Mr. Jack Chen of $392,027 (net) without
interest, unsecured and due on demand.


                                      F-15

<PAGE>

The shareholder's loan of Mr. Jack Chen included amount due from him of $15,000
and amount due to him of $407,027. We combined these two amounts and result in
loans due to Mr. Jack Chen of $392,027. The offsetting amounts due to and due
from Mr. Jack Chen are appropriate and comply with FASB Interpretation No. 39.

During the year ended December 31, 2008, Guang Cheng (Company's subsidiary),
made purchased amounted to $947,458 from Three Rivers HK Ltd, a company owned by
the manager of Guang Cheng.

During the year ended December 31, 2008, Guang Cheng (Company's subsidiary),
made sales amounted to $721,880 to Shenzhen Sanjiang Plastic Factory, a company
owned by the father of the manager of Guang Cheng. As at December 31, 2008,
accounts receivable from the Shenzhen Sanjiang Plastic Factory amounted to
$2,557.

Guang Cheng International Trading Ltd sold $703,344 worth of goods to Shenzhen
Sanjiang Plastic Factory, owned by the father of the sole director of Guang
Cheng International Trading Ltd during the year ended December 31, 2007. No
accounts receivable outstanding from Shenzhen Sanjiang Plastic Factory as at
December 31, 2007.

Note 8. Segmental Information

During the years ended December 31, 2008 and 2007, the Company is organized into
three business segments: (1) material recycling, (2) material trade, (3) waste
service. The following table presents a summary of operating information and
certain year-end balance sheet information for the years ended December 31, 2008
and 2007:

                                                     YEARS ENDED DECEMBER 31
                                                     2008              2007
                                                 ------------      ------------
Revenues from various areas:
                Material Recycling               $  2,408,359      $  1,467,867
                Material Trade                      2,138,066         2,212,590
                Waste Service                       8,161,471         1,101,652
                                                 ------------      ------------
                              Consolidated       $ 12,707,896      $  4,782,109
                                                 ============      ============

Net income (loss):
                Material Recycling               $     88,305      $    (82,971)
                Material Trade                          6,161           (64,666)
                Waste Service                       1,862,502           226,489
                Un-allocated                         (304,455)         (246,695)
                                                 ------------      ------------
                              Consolidated       $  1,652,513      $   (167,843)
                                                 ============      ============

Identifiable assets:
                Material Recycling               $    761,133      $    586,374
                Material Trade                        153,979            14,829
                Waste Service                       2,970,350           893,538
                Un-allocated                           11,513            93,195
                                                 ------------      ------------
                              Consolidated       $  3,896,975      $  1,587,936
                                                 ============      ============

Depreciation and amortization:
                Material Recycling               $     55,913      $     69,591
                Material Trade                             --                --
                Waste Service                          66,086            11,065
                Un-allocated                               --                --
                                                 ------------      ------------
                              Consolidated       $    121,999      $     80,656
                                                 ============      ============

Capital expenditures:
                Material Recycling               $    174,174      $     53,612
                Material Trade                             --                --
                Waste Service                         293,519           137,100
                Un-allocated                               --                --
                                                 ------------      ------------
                              Consolidated       $    467,693      $    190,712
                                                 ============      ============


                                      F-16

<PAGE>

Note 9. Stockholders' Equity

On April 15, 2007, the Company entered into a Share Purchase Agreement to issue
and sells 1,000,000 shares of its common stock in an offshore transaction under
Regulation S to Fengteng Investment Consulting Management (Shanghai) Co.,
Limited at US$0.35 per share for gross proceeds of US$350,000. The shares are
subject to 144 restriction and proceeds will be used for working capital needs.
The shares were part of shares to be issued as at December 31, 2007 and issued
during the year ended December 31, 2008.

On October 15, 2007, the Company entered into a ten years service agreement with
Lyons Capital LLC. In connection with this agreement, Lyons Capital LLC will
receive 300,000 shares of Restricted, RULE 144 Stock, for services rendered or
to be rendered in the future. The Company issued shares on March 10, 2008 and
recorded at the fair market value of $156,000. This amount will be amortized
over a period of ten years from January 01, 2008. As of December 31, 2008, the
Company recorded $15,600 in consulting expense. The unamortized amount of
$140,400 is included under deferred compensation as at December 31, 2008.

On May 15, 2008, the Company entered in a one year service agreement with
CEOcast, Inc to provide investor relations services. In connection with this
agreement, CEOcast will receive total 600,000 shares of Restricted, RULE 144
Stock. On August 1 and September 30, 2008, the Company issued 300,000 shares to
CEOcast separately and recorded at the fair market value of $144,000. This
amount will be amortized over a period of twelve months. As of December 31,
2008, the Company recorded $90,000 in consulting expense. The unamortized amount
of $54,000 is included under deferred compensation as at December 31, 2008.

On August 1, 2008, the Company issued 50,000 shares to Mr. Xia Chen of
Restricted, RULE 144 Stock for services rendered, recorded at the fair market
value of $7,500.

On January 01, 2008, the Company entered in a four years employment agreement
with Mr. Jack Chen, current CEO. In connection with this agreement, Mr. Jack
Chen will receive corporate salary of $90,000 per year that paid in stock. On
August 01, 2008, the Company issued 250,000 shares of Restricted, RULE 144 Stock
to Mr. Jack Chen. The shares recorded at the fair market value of $37,500. As of
the December 31, 2008, the Company recorded $90,000 in expense and $52,500 in
accrued expenses.

Note 10. Income Taxes

The Company is registered in the State of Nevada and has operations in primarily
five tax jurisdictions - the Australia, Hong Kong, China, British Virgin Island
and the United States. For certain operations in the United States of America,
the Company has incurred net accumulated operating losses for income tax
purposes. The Company believes that it is more likely than not that these net
accumulated operating losses will not be utilized in the future. Therefore, the
Company has provided full valuation allowance for the deferred tax assets
arising from the losses from its US public shell as of December 31, 2008 and
December 31, 2007. The Company has deferred tax asset from its Australian
operations amounted to $22,107. No valuation allowance is recorded against the
deferred tax asset as at December 31, 2008 under this entity.


                                      F-17

<PAGE>

The components of income before income taxes and after minority interest are as
follows:

                                                         2008            2007
                                                     ----------      ----------
Income (loss) subject to Australia                      105,559         (81,603)
Income (loss) subject to Hong Kong                         (505)        (36,913)
Income (loss) subject to Shanghai                       (33,771)        270,096
Income (loss) subject to United States                 (304,455)       (178,748)
Income (loss) subject to British Virgin Island        1,896,273              --
-------------------------------------------------------------------------------
                                                      1,663,101         (27,168)


United States of America
As of December 31, 2008, the Company in the United States of America had
approximately $4,733,000 in net operating loss carry forwards available to
offset future taxable income. Federal net operating losses can generally be
carried forward 20 years. The Tax Reform Act of 1986 limits the use of net
operating loss and tax credit carry forwards in certain situations when changes
occur in the stock ownership of a company. In the event the Company has a change
in ownership, utilization of carry forwards could be restricted. The deferred
tax assets for the United States entity at December 31, 2008 consists mainly of
net operating loss carry forwards and were fully reserved as the management
believes it is more likely than not that these assets will not be realized in
the future.

The following table sets forth the significant components of the net deferred
tax assets for operation in the United States of America as of December 31, 2008
and 2007.

                                                     2008                2007

Net Operating Loss Carry forwards                  4,733,000          4,408,000
Total Deferred Tax Assets                          1,609,000          1,498,600
Less: Valuation Allowance                         (1,609,000)        (1,498,600)
Net Deferred Tax Assets                                   --                 --

Hong Kong
As of December 31, 2008, the Company's Hong Kong subsidiary had accumulated
profit of $3,175. Pursuant to Hong Kong income tax laws, the Company has
recorded income tax benefit of $4,801 for the year ended December 31, 2008.

Australia
As of December 31, 2008 the Company's Australian subsidiary had accumulated loss
of $17,000. Pursuant to Australian income tax laws, the Company has made income
tax provision of $17,254 for the year ended December 31, 2008.

The following table sets forth the significant components of the net deferred
tax assets for operation in the Australia as of December 31, 2008 and 2007.

                                                          2008            2007

Net Operating Loss Carryforwards                        17,000          106,000
Total Deferred Tax Assets                               22,107           32,000
Less: Valuation Allowance                                   --          (32,000)
Net Deferred Tax Assets                                 22,107               --

China
As of December 31, 2008 the Company's China subsidiary had accumulated profit of
$222,000. The Company has net loss of $85,000 during the year ended December 31,
2008. Pursuant to Chinese income tax laws, the Company has not made income tax
provision for the year ended December 31, 2008.

British Virgin Island
As of December 31, 2008 the Company's British Virgin Island subsidiary had net
profit of 1,897,000 for the year ended December 31, 2008. There is no income tax
levied in British Virgin Island.


                                      F-18

<PAGE>

The following is a reconciliation of the provision for income taxes at the U.S.
federal income tax rate to the income taxes reflected in the Statement of
Operations:

                                                       2008            2007
                                                     ---------       ---------
Tax expense (credit) at statutory rate-federal             (34)%           (34)%
State tax expense (credit) net of federal tax               (6)%            (6)%
Valuation allowance                                         40%             40%
Foreign income tax:
British Virgin Island                                       --              --
Australia                                                   33%             33%
Hongkong                                                  16.5%           17.5%
Shanghai                                                    25%             33%
Change in valuation allowance                        (1,008.33)%         332.5%
                                                   -----------     -----------
Effective tax rate                                     (933.83)%           416%
                                                   ===========     ===========

In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes," ("FIN 48"), an interpretation of FASB Statement
No. 109, "Accounting for Income Taxes," ("FASB 109"). FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprise's
financial statements in accordance with FASB 109. This Interpretation prescribes
a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition. FIN 48 is effective for fiscal years beginning after December 15,
2006. The cumulative effect of applying FIN 48 is to be reported as an
adjustment to the opening balance of retained earning in the year of adoption.
As of December 31, 2008, the Company does not have any unrecognized tax benefits
and no corresponding interest or penalties. The Company's policy is to record
interest and penalties as income tax expense..

Not 11. Discontinued Operations

On March 31, 2008, the company sold 100% equity interest of Digital Financial
Service Limited ("DFSL") to individual Mr. Zhu Jun for $7.8 plus the assumption
of certain liabilities, due to its continuing losses, resulting in gain of
$1,865 on disposal of the entity.

Following is the Gain/Loss Calculation for disposal of DFSL.

                           DFSL Gain/Loss calculation

                                                                        -------

Net assets of the Company as on January 1, 2008                         $(1,857)

Loss from discontinued operations through March 31, 2008                 (1,955)
                                                                        -------

Total book value (negative) of March 31, 2008                            (3,812)

Proceeds from disposal                                                      7.8

                                                                        -------
Gain on Disposal                                                        $ 3,820
                                                                        -------

                                                                        -------
Total Gain on Discontinued Operations                                   $ 1,865
                                                                        -------



                                      F-19

<PAGE>



                                                               DECEMBER 31, 2007
                                                               -----------------

CURRENT ASSETS OF ENTITY DISPOSED OFF COMPRISED OF FOLLOWING:
-------------------------------------------------------------

Cash and cash equivalents
                                                                         11,826
Due from related parties                                                    (65)
                                                                  -------------
TOTAL ASSETS                                                      $      11,761
                                                                  -------------
Current liability of entity disposed off comprised of following:
Tax payables                                                              5,529
Due to related parties                                                   19,230
Other payables                                                            4,006
                                                                  -------------
TOTAL LIABILITY                                                   $      28,765
                                                                  -------------



Note 12. Major Customers and Vendors

Pernod Ricard, Wei Er Sha and San Jiang, our three top customers, provided 63%
of net revenue for the year ended December 31, 2008, respectively. Total
accounts receivable due from these customers was approximately $46,619 as of
December 31, 2008.

The Company extends credit to its customers based upon its assessment of their
credit worthiness and generally does not require collateral. Credit losses have
not been significant.

Three Rivers HK Ltd, Tricept Trading Limited and BAF China Ltd are our major
vendors. Total accounts payable due to these vendors was $17,999 as of December
31, 2008.

Note 13. Minority Interest

The Company owned 70% interest in Sancon Shanghai. As at December 31, 2008 and
2007 minority interest amounted to $127,829 and $153,220.

Note 14. Subsequent Event

On March 15, 2009, the Board of Directors of the Company decided to discontinue
the operations of GuangCheng (100% owned subsidiary of the Company). The Company
entered into a shares purchase agreement to sell GuangCheng. This transaction is
expected to finish before the end of April, 2009.




                                      F-20