**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
        10-KSB/A**





(Mark
      One)





x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE FISCAL YEAR ENDED:**DECEMBER
                31, 2006**





OR





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE TRANSITION PERIOD FROM




______________
      TO ______________





**Commission
      File No.**





**SHIMING
      U.S., INC.**





(Exact
      name of small business issuer as specified in it charter)





**Nevada**
            
            **6-0609457**(State
                or other jurisdiction of incorporation or organization)
            
            (IRS
                Employer Identification No.)





**12/F,
                Shanxi Zhengquan Building, Gaoxin 2nd Road**
              **Xian,
                Shanxi Province, China**(Address
                of principal executive offices)**(852)
                2823-0000**(Issuer’s
                telephone number)





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





Title
                of each class
            
            Name
                of each exchange on which registeredNone
            
            None





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





Common
      stock, $0.001 par value





(Title
      of
      Class)





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





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 o





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o No x





The
      issuer’s revenues for the fiscal year ended December 31, 2006:
      $5,532,601





As
      of
      January 25, 2007, the aggregate market value of the Common Stock held by
      non-affiliates, approximately 11,000,167,167 shares of Common Stock, was
      approximately $13,640,207, based on an average of the bid and ask prices of
      approximately $1.24 per share of Common Stock on such date.





The
      number of shares outstanding of the issuer’s Common Stock, $.001 par value, as
      of January 25, 2007 was 66,693,834 shares.





Documents
      Incorporated By Reference: None.





Transitional
      Small Business Disclosure Format (check one): Yes o No x





**EXPLANATORY
        NOTE**


This
          Amendment No. 1 to our Annual Report on Form 10-KSB for the fiscal year
          ended
          December 31, 2006 ("Form 10-KSB/A") is filed to: (i) revise disclosures
          in Item
          1 and Note 13 to our financial statements regarding the number of shares
          that we
          issued to acquire Shiming (Cayman), Ltd.; (ii) revise disclosure in Item
          6 to
          correct a misstatement concerning the types of business activities that
          we
          engage in; (iii) revise our consolidated balance sheet for the fiscal year
          ended
          December 31, 2006 to properly represent the stockholders’ equity components in
          the reverse merger with Shiming (Cayman), Ltd. and the resulting
          recapitalization; (iv) revise our consolidated statement of operations
          for the
          fiscal year ended December 31, 2006 and 2005 to properly represent the
          outstanding shares as retroactively stated upon the reverse merger with
          Shiming
          (Cayman), Ltd. and the resulting capitalization; (v) revise the our consolidated
          statements of cash flows at December 31, 2006 and 2005 to reclassify short-term
          investments as a component of investing activities rather than as a component
          of
          financing activities; (vi) revise our consolidated statement of operations
          and
          the consolidated statement of cash flows for the fiscal ended December
          31, 2005,
          and add to our disclosure to Note 14 to our financial statements, to reflect
          the
          discontinued operations of our broadband business during 2005; (vii) revise
          our
          disclosure to Item 6 comparing our results of operations and cash flows
          for
          fiscal years 2006 and 2005 to reflect the discontinuation of our broadband
          service business, and to add disclosure regarding the circumstances surrounding
          an intangible asset write-off during fiscal year ended December 31, 2005
          in
          connection therewith; (viii) revise our consolidated statement of changes
          in
          stockholders’ deficit for the year ended December 31, 2006 to properly reflect
          our reverse merger with Shiming (Cayman), Ltd., and revise and add disclosures
          to Item 1 and Note 13 to our financial statements regarding the material
          terms
          of the reverse merger transaction; (ix) add disclosure to Note 2(j) to
          our
          financial statements regarding our policies for revenue recognition and
          to
          describe our customary terms of sales, performance obligations, significant
          assumptions, how net revenue amounts are calculated, and our policies concerning
          returns, discount rebates and sales incentives; (x) revise Note 2(q) to
          our
          financial statements to add disclosure regarding our inventory policy;
          and (xi)
          add Note 15 to our financial statements explaining the restatement described
          in
          items (iii), (iv), (v), (vi) and (viii) above.





This
        Form
        10-KSB/A includes all of the information contained in the original report
        on
        Form 10-KSB, and we have made no attempt in this Form 10-KSB/A to modify
        or
        update the disclosures presented in the original report, except as identified
        below.  The
        disclosures in this Form 10-KSB/A continue to speak as of the date of the
        original report, and do not reflect events occurring after the filing of
        the
        original report unless expressly noted otherwise. Accordingly, this Form
        10-KSB/A should be read in conjunction with our other filings made with the
        Securities and Exchange Commission subsequent to the filing of the original
        report, including any amendments to those filings. The filing of this Form
        10-KSB/A shall not be deemed an admission that the original report when made
        included any untrue statement of a material fact or omitted to state a material
        fact necessary to make a statement not misleading.


2


TABLE
      OF
      CONTENTS


TO
      ANNUAL
      REPORT ON FORM 10-KSB


FOR
      YEAR
      ENDED DECEMBER 31, 2006





PART
                I
            
            PageItem
                1.
            Description
                of Business
            5Item
                2.
            Description
                of Property
            14Item
                3.
            Legal
                Proceedings
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            15PART
                IIItem
                5.
            Market
                for Registrant’s Common Equity and Related Stockholder Matters
            15Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            16Item
                7.
            Financial
                Statements
            33Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            34Item
                8A.
            Controls
                and Procedures
            34Item
                8B.
            Other
                Information
            34PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(a) of the Exchange Act
            35Item
                10.
            Executive
                Compensation
            36Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            38Item
                12.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            39Item
                13.
            Exhibits
            40Item
                14.
            Principal
                Accountant Fees and Services
            40Signatures
            
            42


3


**CAUTION
      REGARDING FORWARD-LOOKING INFORMATION**





All
      statements contained in this Annual Report on Form 10-KSB (“Form 10-KSB”) for
      Shiming U.S., Inc., other than statements of historical facts, that address
      future activities, events or developments are forward-looking statements,
      including, but not limited to, statements containing the words “believe,”
“anticipate,” “expect” and words of similar import. These statements are based
      on certain assumptions and analyses made by us in light of our experience and
      our assessment of historical trends, current conditions and expected future
      developments as well as other factors we believe are appropriate under the
      circumstances. However, whether actual results will conform to the expectations
      and predictions of management is subject to a number of risks and uncertainties
      that may cause actual results to differ materially.





Such
      risks include, among others, the following: international, national and local
      general economic and market conditions: our ability to sustain, manage or
      forecast our growth; new product offerings and introduction; existing government
      regulations and changes in, or the failure to comply with, government
      regulations; adverse publicity; competition; the loss of significant customers
      or suppliers; fluctuations and difficulty in forecasting operating results;
      changes in business strategy or development plans; business disruptions; the
      ability to attract and retain qualified personnel; the ability to protect
      technology; and other factors referenced in this and previous
      filings.





Consequently,
      all of the forward-looking statements made in this Form 10-KSB are qualified
      by
      these cautionary statements and there can be no assurance that the actual
      results anticipated by management will be realized or, even if substantially
      realized, that they will have the expected consequences to or effects on our
      business operations. As used in this Form 10-KSB, unless the context requires
      otherwise, “we” or “us” or the “Company” means Shiming U.S.,
      Inc.


4


**PART
      I**





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





**Company
      Overview and History**





Shiming
      U.S., Inc. (previously named “Argenta Systems, Inc.”) is a consumer electronics
      company, with a particular focus on the design, development and manufacture
      of
      competitively-priced liquid crystal display (LCD) products, including
      high-definition TVs (HDTV) and computer monitors. Our manufacturing plant is
      located in the Changxin High and New Technology Industrial Garden in Shenzhen,
      China. For several years we have been involved in the research and development
      of consumer electronics products and technologies such as LCD, plasma displays,
      and household electronics.





The
      Company was originally formed in the State of Nevada on June 1, 1999 under
      the
      name “XIT Solutions.com, Inc.” with a principal business objective to engage in
      the vitamin and health food supplement business. On May 21, 2002, the Company
      changed its name to “Argenta Systems, Inc.” (“Argenta”) and amended its Articles
      of Incorporation to increase the authorized capital stock and to create a class
      of preferred stock.





On
      August
      25, 2006, we entered into an Agreement and Plan of Share Exchange (“Exchange
      Agreement”) with certain significant stockholders of Argenta (collectively, the
“Argenta Shareholders”), Shiming (Cayman) Ltd., a limited liability company
      incorporated under the laws of the Cayman Islands (“Shiming Cayman”), and each
      of the shareholders of Shiming Cayman (collectively, the “Shiming Cayman
      Shareholders”) (This transaction is referred to hereinafter as the “Share
      Exchange Transaction”). The closing of the Share Exchange Transaction (the
“Closing”) occurred on November 10, 2006 (the “Closing Date”).





On
        the
        Closing Date of the Exchange Agreement, we acquired Shiming Cayman by issuing
        57,666,834 shares of our common stock (the “Argenta Shares”) to the Shiming
        Cayman Shareholders and consultants, and in exchange, the Shiming Cayman
        Shareholders assigned 100% of the outstanding common stock of Shiming Cayman
        to
        Argenta. From and after the Closing Date, the Company’s primary operations
        consist of the operations of the business of Shiming Cayman. The Share Exchange
        Transaction was accounted for as a reverse merger (recapitalization) with
        Shiming Cayman deemed to be the accounting acquirer, and us as the legal
        acquirer. Accordingly, the historical financial information presented in
        future
        financial statements will be that of Shiming Cayman as adjusted to give effect
        to any difference in the par value of ours and Shiming Cayman’s stock with an
        offset to capital in excess of par value. The basis of the assets, liabilities
        and retained earnings of Shiming Cayman, the accounting acquirer, have been
        carried over in the recapitalization. Upon the Closing of the Exchange
        Transaction, we became a Chinese consumer electronics company that designs,
        develops and manufactures competitively-priced LCD products, including HDTV
        and
        computer monitors.





Shiming
        Cayman owns 100% of Shiming (Xi’an) Enterprise Management & Consulting Co.,
        Ltd. (“Shiming Management”), which is a wholly foreign owned enterprise under
        the laws of the Peoples’ Republic of China (“ PRC ”).
        Shiming Management operates, controls and beneficially owns the LCD business
        of
        Shiming Technology Science & Technology Joint Stock Co., Ltd. (“Shiming
        Technology”), a PRC joint stock limited liability company, in China through a
        series of contractual arrangements. Shiming Technology owns 100% of Shenzhen
        Seathan Technology Co., Ltd. (“Seathan Technology”), which designs and produces
        LCD products. The contractual arrangements include a Consulting Agreement
        and an
        Operating Agreement, pursuant to which Shiming Management has the right to
        advise, consult, manage and operate Shiming Technology, and collect and own
        all
        of its net profits. In addition, Shiming Management, Shiming Technology and
        the
        Shiming Technology shareholders have entered into a series of agreements
        under
        which voting control over the outstanding shares of Shiming Technology will
        be
        vested in Shiming Management and the board of directors of the Shiming
        Management, including a Proxy and Voting Agreement (“Proxy Agreement”) and a
        Voting Trust and Escrow Agreement (“Voting Trust and Escrow Agreement”). In
        order to further reinforce the rights of Shiming Management to control and
        operate Shiming Technology, Shiming Technology and the Shiming Technology
        shareholders have granted Shiming Management the exclusive right and option
        to
        acquire all of the shares of Shiming Technology, or alternatively, all of
        the
        assets of Shiming Technology (“Option Agreement”). Further, the Shiming
        Technology shareholders have pledged all right title and interest in their
        shares of Shiming Technology to Shiming Management under an equity pledge
        agreement (the “Equity Pledge Agreement”). Collectively, the Consulting
        Agreement, Operating Agreement, Option Agreement, Equity Pledge Agreement,
        and
        Proxy Agreement are referred to herein as the “Restructuring Agreements,” copies
        of which are included with this current report on Form 8-K as Exhibits 10.1,
        10.2, 10.3, 10.4, and 10.5, respectively.


5


As
      a
      result of these contractual arrangements, which obligates Shiming to absorb
      a
      majority of the risk of loss from Shiming Technology’s activities and enable
      Shiming to receive a majority of its expected residual returns, the Company
      believes Shiming Technology is a variable interest entity (“VIE”) under FASB
      Interpretation No. 46R (“FIN 46R”), “Consolidation of Variable Interest
      Entities, an Interpretation of ARB No. 51”, because the equity investors in
      Shiming Technology do not have the characteristics of a controlling financial
      interest and the Company should be considered the primary beneficiary of Shiming
      Technology. Accordingly, the Company consolidates Shiming Technology’s results,
      assets and liabilities in the accompanying financial statements.





**Contractual
      Arrangements with Shiming Technology and Its Shareholders**





Our
      relationships with Shiming Technology and its shareholders are governed by
      a
      series of contractual arrangements. Under PRC laws, each of Shiming Management
      and Shiming Technology is an independent legal person and neither of them is
      exposed to liabilities incurred by the other party. Other than pursuant to
      the
      contractual arrangements between Shiming Management and Shiming Technology,
      Shiming Technology does not transfer any other funds generated from its
      operations to Shiming Management. On August 25, 2006, we entered into the
      following contractual arrangements:





***Consulting
      Services Agreement*** .
      Pursuant to the exclusive consulting services agreement between Shiming
      Management and Shiming Technology, Shiming Management has the exclusive right
      to
      provide to Shiming Technology general business operations services as well
      as
      consulting services related to the technological research, development, design
      and manufacturing of LCD products (the “Services”). Shiming Management also
      seconds employees to Shiming Technology for whom Shiming Technology bears the
      costs and expenses. Under this agreement, Shiming Management owns the
      intellectual property rights developed or discovered through research and
      development providing the Services for Shiming Technology. Shiming Technology
      pays a quarterly consulting service fees in Renminbi (“RMB”) to Shiming
      Management that is equal to all of Shiming Technology’s revenue for such
      quarter.





***Operating
      Agreement*** .
      Pursuant to the operating agreement among Shiming Management, Shiming Technology
      and the shareholders of Shiming Technology who collectively hold the majority
      of
      the outstanding shares of Shiming Technology (collectively “Shiming Technology’s
      Majority Shareholders”), Shiming Management provides guidance and instructions
      on Shiming Technology’s daily operations, financial management and employment
      issues. The shareholders of Shiming Technology must designate the candidates
      recommended by Shiming Management as their representatives on Shiming
      Technology’s board of directors. Shiming Management has the right to appoint
      senior executives of Shiming Technology. In addition, Shiming Management agrees
      to guarantee Shiming Technology’s performance under any agreements or
      arrangements relating to Shiming Technology’s business arrangements with any
      third party. Shiming Technology, in return, agrees to pledge its accounts
      receivable and all of its assets to Shiming Management. Moreover, Shiming
      Technology agrees that without the prior consent of Shiming Management, Shiming
      Technology will not engage in any transactions that could materially affect
      the
      assets, liabilities, rights or operations of Shiming Technology, including,
      without limitation, incurrence or assumption of any indebtedness, sale or
      purchase of any assets or rights, incurrence of any encumbrance on any of its
      assets or intellectual property rights in favor of a third party or transfer
      of
      any agreements relating to its business operation to any third party. The term
      of this agreement is ten (10) years from August 25, 2006 and may be extended
      only upon Shiming Management’s written confirmation prior to the expiration of
      the this agreement, with the extended term to be mutually agreed upon by the
      parties.





***Equity
      Pledge Agreement*** *.* Under
      the
      equity pledge agreement between the shareholders of Shiming Technology and
      Shiming Management, the shareholders of Shiming Technology pledged all of their
      equity interests in Shiming Technology to Shiming Management to guarantee
      Shiming Technology’s performance of its obligations under the technology
      consulting agreement. If Shiming Technology or Shiming Technology’s Majority
      Shareholders breaches its respective contractual obligations, Shiming
      Management, as pledgee, will be entitled to certain rights, including the right
      to sell the pledged equity interests. The Xian Majority Shareholders also agreed
      that upon occurrence of any event of default, Shiming Management shall be
      granted an exclusive, irrevocable power of attorney to take actions in the
      place
      and stead of the Xian Shareholders to carry out the security provisions of
      the
      equity pledge agreement and take any action and execute any instrument that
      Shiming Management may deem necessary or advisable to accomplish the purposes
      of
      the equity pledge agreement. The shareholders of Shiming Technology agreed
      not
      to dispose of the pledged equity interests or take any actions that would
      prejudice Shiming Management’s interest. The equity pledge agreement will expire
      two (2) years after Shiming Technology obligations under the exclusive
      consulting services agreement have been fulfilled.


6


***Option
      Agreement*** *.*  ** Under
      the
      option agreement between the shareholders of Shiming Technology and Shiming
      Management, the shareholders of Shiming Technology irrevocably granted Shiming
      Management or its designated person an exclusive option to purchase, to the
      extent permitted under PRC law, all or part of the equity interests in Shiming
      Technology for the cost of the initial contributions to the registered capital
      or the minimum amount of consideration permitted by applicable PRC law. Shiming
      Management or its designated person has sole discretion to decide when to
      exercise the option, whether in part or in full. The term of this agreement
      is
      ten (10) years from August 25, 2006 and may be extended prior to its expiration
      by written agreement of the parties.





***Proxy
      Agreement*** *.* Pursuant
      to the proxy agreement among Shiming Management, Shiming Technology’s Majority
      Shareholders, and Shiming Technology, Shiming Technology’s Majority Shareholders
      agreed to entrust all the rights to exercise their voting power to the person(s)
      appointed by Shiming Management. The parties entered into a proxy agreement
      where Shiming Technology’s Majority Shareholders have agreed to irrevocably
      grant a person to be designated by Shiming Management with the right to exercise
      Shiming Technology’s Majority Shareholders’ voting rights and their other rights
      including the attendance at and the voting of Shiming Technology’s Majority
      Shareholders’ shares at the shareholder’s meetings (or by written consent in
      lieu of meetings) in accordance with applicable laws and its Article of
      Association, including but not limited to the rights to sell or transfer all
      or
      any of his equity interests of the Company, and appoint and vote for the
      directors and Chairman as the authorized representative of the shareholders
      of
      Company. The proxy agreement may not be terminated without the unanimous consent
      of both Parties, except that Shiming Management may, by giving thirty (30)
      days
      prior written notice to Shiming Technology’s Majority Shareholders, terminate
      this Agreement.





**Recent
      Developments**





On
      January 25, 2007, the Board and the majority holders of the Company’s capital
      stock jointly approved an amendment to our Articles of Incorporation by written
      consent to change of our corporate name (“Name Change”) to our current name,
      Shiming U.S., Inc. The Certificate of Amendment and Certificate of Change to
      our
      Articles of Incorporation to effect the Name Change was filed with Nevada’s
      Secretary of State on February 26, 2007. The Company’s Name Change and its new
      trading symbol (OTCBB: SGUS) became effective on the OTC Bulletin Board on
      March
      5, 2007.





**Overview
      of Our Business**





**Our
      Industry**





The
      worldwide conversion of media content from analog to digital is a primary growth
      driver in the television market. This conversion is being mandated in the United
      States, Europe, and Asia. Similar to other countries, the Chinese government
      has
      set a target date of 2015 for conversion of all television transmissions to
      digital format. Declining per-unit production costs have made HDTV more
      accessible to more consumers. In addition, improved technology and has
      heightened the demand for digital devices.





According
      to China Engineering Group and China Investment Consultants, 35.5 million color
      TV were sold in China in 2005, including 1.3 million LCD HDTVs, representing
      about 3.6% of all TVs sold. Industry analysts project that by 2010, Chinese
      consumers will purchase 41 million TVs per year, and half of them will employ
      LCD technology. It is also projected that the LCD HDTV segment in China will
      increase from approximately 1.3 million units in 2005 to 20 million units in
      2010, representing a projected annual growth rate of well over 50%. In terms
      of
      sales, the LCD HDTV market in China is expected to reach a total market size
      of
      USD $30 billion by 2010.





Within
      the home electronics market, consumers are increasingly demanding larger and
      higher-resolution video screens for home entertainment purposes. Factors that
      differentiate products in this market include picture quality, resolution,
      contrast ratio, and pixel fill factor. We believe consumers are willing to
      spend
      more for a higher quality entertainment experience in their homes. We also
      believe consumers will continue to seek better quality products for their
      television, video, Internet, and other digital entertainment
      needs.


7


According
      to market research from China Internet Statistics and Development Report
      conducted by China National Network of Internet Center (CNNIC), in 1997, there
      were 620,000 Internet users in China. By June 30, 2005, the number of internet
      users in China grew to 103 million. From 2005 to 2006, in just one year, the
      number of Chinese internet users grew by another 20 million, or 19.4%, to a
      total of 123 million. Since internet usage, particularly broadband, is
      increasingly viewed as another form of home entertainment, and internet users
      tend to be relatively affluent and technology-savvy, we believe internet usage
      is highly correlated with increased demand for PCs and computer peripherals
      including LCD displays.





**Our
      Strategic Advantages**





·
            *Cost*.
                We have access to quality technical and engineering personnel, as
                well as
                access to skilled labor, at a lower cost than our competitors. We
                also
                maintain a low cost high capacity manufacturing facility in Shenzhen.
                These advantages permit us to produce quality products at a lower
                cost
                than our multi-national competitors, and maintain profitability.





·
            *Centralized
                sourcing*.
                We source the majority of our parts and components from top suppliers
                in
                mainland China, rather than relying extensively upon foreign suppliers.
                As
                a result, we are able to effectively manage our supply sources, with
                lower
                risk of delay and disruption.





·
            *Manufacturing
                capability*.
                We have our own manufacturing capacity, which allows us to control
                the
                volume of production and quickly adapt to market demand.





·
            *Tax
                advantages*.
                We are located in a special economic zone in Shenzhen, which allows
                us to
                benefit from favorable tax policies instituted by the Chinese government.





·
            *Exemption
                from Duties*.
                As a manufacturer in Shenzhen, we currently pay no tariffs for any
                of our
                imported LCD parts. Insofar as our competitors are located other
                cities
                where there is no such incentive policy, we derive a competitive
                advantage.





·
            *Proximity
                to Chinese Market*.
                As a manufacturer based in China, and our status as a domestic producer,
                we have access to a potentially vast, expanding market consisting
                of
                middle class households in China.





·
            *Access
                to Marketing Channels*.
                As a domestic producer in China based in Shenzhen, we believe we
                have an
                advantage in dealing with domestic distributors, retailers, and marketing
                channels within China, having our production facilities in close
                proximity
                to China’s national import and distribution center for electronic
                products. We consider our location in Shenzhen to be a significant
                advantage in both of our purchasing of parts and the sale of our
                products.





**Our
      Strategy**


We
                  plan to expand our business and increase sales and profitability
                  by:·
              Gaining
                  access to marketing channels within the PRC through strategic
                  relationships with dealers and distributors;


·
            Continuing
                to develop a direct sale marketing channel in
                Shenzhen;





·
            Developing
                OEM relationships for opportunities to integrate our LCD products
                into a
                wider range of consumer electronics;





·
            Developing
                new products to replace existing ones within 18 months or less, and
                to
                continue to offer products that are comparable to the state of the
                art;





·
            Making
                significant technological improvements to our products that are customized
                to our target market; and


8





·
            Entering
                into strategic relationships with partners and
                developers.





**Overview
      of High-Definition TV Technologies**





Currently,
      there are several leading technologies available for HDTVs, each having its
      own
      advantages and disadvantages. The direct-view technologies are CRT, plasma,
      and
      LCD based panels. The rear projection technologies are digital light processing
      (DLP), high temperature polysilicon (HTPS), and liquid crystal on silicon
      (LCoS).





***CRT*** .
      Traditional cathode ray tube (CRT) displays utilize a vacuum tube in which
      images are produced by scanning an electron beam horizontally and vertically
      across a layer of phosphors inside the picture tube. When “excited” by the
      passing electron beam, the phosphor pattern will “glow” temporarily through an
      aperture grille or mask, producing individual pixels. CRT HDTVs have a wide
      viewing angle and fast video-response performance, however, they are generally
      not as bright as other types of displays, and CRT based equipment tends to
      be
      very bulky (at least 2 feet deep for a 40” screen) and heavy (averaging 300
      pounds for a 40” screen). According to a May 2004 technology white paper
      released by Dell Computer, CRT technology is gradually being replaced by
      flat-panel monitors for PCs, and CRT-based HDTVs are being replaced by thinner
      and more compact HDTVs.





***Plasma*** .
      Plasma
      displays possess some of the performance advantages of CRTs, but can be produced
      in thinner and more compact devices. Plasma technology is a direct-view display
      that enables the production large flat-panel televisions measuring less than
      six
      inches deep. Plasma technology utilizes tiny cells containing a mixture of
      gases, to form subpixels. When current is applied across these cells, the gas
      within them is ionized into plasma, and the plasma begins emitting photons.
      Like
      a CRT, the photons excite a phosphor layer on the inside surface of the display
      screen, producing visible pixels at the cell location. Unlike CRTs, however,
      the
      pixel intensity cannot be directly regulated. Instead, each cell is switched
      on
      and off rapidly and varying frequencies to create a color intensity that can
      be
      seem by the viewer. Plasma HDTVs are more expensive than other technologies,
      but
      its proponents claim that plasma renders better video-response times and better
      color performance than other technologies. However, plasma has many drawbacks
      widely recognized in the industry. First, plasma has a shorter life than LCD
      or
      CRT displays. The color performance of plasma displays may degrade over time.
      Also, like CRTs that utilize phosphors, static images displayed on the screen
      for a long time can leave a faint image “burned in” onto the screen, and this
      damage can be permanent. Plasma displays also have high energy consumption
      and
      general more excess heat than other technologies. Finally, the resolution in
      plasma displays tends to be more limited than in LCDs due to the minimum size
      in
      which plasma cells can be manufactured. As a result, plasma displays tend to
      be
      limited to a range of 37 inches to 55 inches.





***DLP*** .
      Digital
      light processing (DLP) involves a technology developed by Texas Instruments,
      using digital micromirrors. DLP technology is used in both front and rear
      projection televisions. DLP technology uses a digital micromirror device that
      contains a rectangular array of hinge-mounted individually movable microscopic
      mirrors, one for each pixel. The mirrors on a DLP chip can either tilt toward
      the light, creating a pixel of light, or swing away from the light, creating
      a
      dark pixel. Most displays are made using a single DLP chip. In order to generate
      a color image on a one-chip television, the light passes through a spinning
      color wheel containing cyan, magenta, and yellow filters. The color shade of
      each pixel is controlled though a dithering technique that varies the amount
      of
      time each micromirror reflects light to the screen, which enables a one-chip
      DLP
      television to display 16.7 million different colors. In a three-chip
      design, rather than using a color wheel, white light is divided into three
      colors through a prism, and each beam is focused onto each pixel to form a
      unique color. DLP technology is known for producing very high contrast images.
      However, DLPs are relatively expensive to manufacture, especially for larger
      devices with higher resolutions, and the manufacturing facilities involve major
      capital investments. DLP HDTVs also have image quality issues, particularly
      related to contrast ratio, unwanted video artifacts, and color distortion.
      Since
      DLPs use physical micromirrors that rely on a mechanical hinging motion, they
      are prone to malfunction - one or more micromirrors can become stuck, either
      on
      or off, resulting in a single pixel remaining fixed on the screen. Because
      of
      the color wheel, images on a DLP television may tend to have a distracting
      “rainbow” effect resulting from the shifting rainbow of colors.





***HTPS*** .
      High-temperature polysilicon (HTPS) displays use a transmissive technology
      and
      are currently available from only two large manufacturers in Japan. HTPS
      displays sandwich liquid crystal material between two layers of quartz
      high-temperature glass. To produce images, light passes from a projection lamp
      into a color management and display system. HTPS displays require special
      optical equipment that is large and expensive. HTPS, which have limited
      availability because they are produced only in Japan, also suffers from a low
      pixel fill factor that produces an undesirable “screen door” effect on images
      displayed to the viewer.


9


***LCoS*** .
      Liquid
      crystal on silicone (LCoS) is a hybrid between DLP and LCD technologies; it
      differs from LCD in that LCoS relies upon the reflection of light, rather than
      the passage of light through an LCD screen, to produce images. LCoS creates
      pixels by covering a reflective silicon chip with crystal material arranged
      in a
      grid pattern. Like DLP, the surface of an LCoS chip acts as a mirror to reflect
      light onto the inside of the display. Like direct-view LCD displays, discussed
      below, the orientation of crystal on the LCoS chip is controlled by applying
      current to the chip, thus controlling the amount of light that is reflected
      from
      the chip’s surface at each pixel location. The reflected light is then magnified
      and focused on the inside surface of the display panel to form an image. LCoS
      has certain advantages including a thin compact form factor, high resolution,
      a
      high pixel fill factor, and smoother pixels than DLP (resulting in more natural
      looking images). In addition, LCoS displays avoid the undesirable rainbow
      effects and mechanical malfunctions associated with DLP, will not “burn in,” and
      don’t create a “screen door” effect. However, LCoS is still a relatively new
      technology, which is expensive and difficult to obtain.





***LCD*** .
      Liquid
      crystal display (LCD) technology, sometimes referred to as thin-film transistor
      liquid crystal displays (TFT-LCD) allows thin and light form factors and high
      definition resolution at more affordable prices than plasma. LCD displays also
      have a longer life than plasma, and do not suffer from “burn in.” In addition,
      LCD technology avoids the undesirable “screen door” effects and mechanical
      micromirror failures associated with other technologies. LCD displays produce
      images by casting light, generated by one or more fluorescent bulbs or “back
      lights,” through a matrix of thin film transistors that supply voltage to liquid
      crystal filled cells sandwiched between polarized glass sheets. When hit with
      an
      electrical charge, the crystals change their shape and modulate light generated
      by the back lights, reproducing colors by attenuating particular wavelengths
      from the spectrum of white light until the correct color is produced. LCD
      displays are known for high brightness, contrast and resolution, especially
      for
      screen sizes from 17” to 40”. LCD technology provides excellent picture quality,
      a very thin form factor, rapid response times, extreme brightness, and exhibit
      superior bright room viewing properties. A drawback of LCD technology is that
      it
      traditionally has had a slower video-response time than other display
      technologies. LCD video-response times have been steadily improving, however,
      in
      the latest screen designs due to continuing advances in liquid crystal materials
      and associated control schemes. Industry analysts indicate that LCD HDTVs have
      already overtaken plasma HDTVs at screen sizes of 37 inches or less. We believe
      LCD technology will increasingly dominate the product category of HDTVs, and
      will eventually outsell plasma displays at screen sizes of over 40 inches within
      the next several years. Accordingly, we still produce plasma displays, but
      our
      focus continues to be on increasing production and sales of our LCD-based
      products.





**Our
      Principal Products and Their Markets**





***Computer
      Monitors and HDTVs*** .
      We
      offer a variety of LCD television sets ranging in sizes from 17 inches to 40
      inches. We manufacture and sell computer monitors that come in 17 inch and
      19
      inch sizes. In addition, we offer miniature television sets with screen sizes
      from 7 to 8 inches. Our plasma-based HDTVs range in size from 42 inches to
      63
      inches. All of our LCD products include displays based on sixth-generation
      TFT-LCD technology, which is the state of the art in LCD displays. In recent
      years, major advances in resolution ratio and light intensity have been made,
      enhancing the overall performance of LCD displays relative to other
      technologies. We source components from a variety of foreign and domestic
      suppliers located in Taiwan, Shenzhen, Shanghai and Beijing, including the
      display component, processing chassis and other parts.





We
      currently produce the following televisions and monitors:




Type
            
            SizesLCD
                Monitors
            
            17
                inch; 19 inchLCD
                TVs
            
            17
                inch; 19 inch; 20 inch; 27 inch;
              32
                inch; 40 inchPlasma
                TVs
            
            42
                inch; 46 inch; 50 inch; 63 inch





***LCD
      Displays for Vehicles*** .
      We work
      with a number of vehicle manufacturers to produce integrated LCD displays.
      For
      smaller passenger vehicles, we manufacture displays ranging is size from 7
      to 8
      inches. These displays are designed to receive broadcast TV programming and
      real-time traffic information via satellite. For larger vehicles including
      buses
      and trains, we manufacture 15 inch and 17 inch displays. Our larger displays
      are
      designed to receive advertisements and entertainment programming. Shiming sells
      its LCD displays to vehicle manufacturers through LCD
      distributors.


10


**Product
      Distribution Methods and Our Customers**





Our
      LCD
      products target end users who own and operate personal computers, as well as
      buyers of home entertainment products. We believe that users in this market
      generally speaking, are younger, affluent consumers and professionals, who
      value
      and demand products with the latest technology. We also believe purchasers
      of
      LCD TVs in China are generally younger more affluent households, especially
      newly married couples, who are willing to pay more for a high quality,
      technologically advanced home entertainment products.





We
      believe there are three types of consumers in the consumer electronics market
      in
      China: the price-driven consumer (who shops for the lowest price), the high-end
      consumer (who focuses primarily on acquiring the latest technology), and the
      value consumer (who seeks a combination of affordability and function, but
      will
      pay more for certain advanced features). Our current focus is on the value
      consumer, who may want the features and technology offered by multi-national
      brands, but will choose our brand because of its attractive price.





We
      sell
      our products to a number of distributors and resellers, including the
      following:





Chengdu
      Wanglutong Technology Engineering Co., Ltd.


Xi’an
      Yusheng Electrical Products Co., Ltd.


Shenzhen
      Kelanbo International Trade Co., Ltd.


Taiwan
      Ji
      Sen Enterprise Co., Ltd.


Taiwan
      Qian Teng Co., Ltd


Zhongdian
      Electronic Co., Ltd.





For
      the
      year ended December 31, 2005, our net revenue was $8.9 million, however, this
      revenue was principally derived from the sale of enterprise servers, including
      revenue from services relating to the server business.





For
      the
      fiscal year ending December 31, 2006, our net revenue was $5.5 million.
      Approximately 57% this revenue was derived from the sale of LCD products, and
      approximately 43% derived from the sale of enterprise servers or related
      services. During fiscal year 2006, sales to Chengdu Wanglutong Technology
      Engineering Co., Ltd., Xi’an Yusheng Electrical Products Co., Ltd. and Shenzhen
      Kelanbo International Trade Co., Ltd. accounted for approximately 41%, 27%
      and
      26% respectively, of our revenue.





For
      our
      LCD products for vehicles, our technical staff works with our OEM customers
      in
      the development stage to identify potential improvements to the design of the
      customer’s product in tandem with the customer’s efforts. We help our OEM
      customers incorporate our displays into their products, thereby reducing the
      time required to bring their products to market. By providing such support,
      we
      help our OEM customers through their design process and achieve cost-effective
      and manufacturable designs, which can be effectively mass produced.





**Sales
      and Marketing**





We
      believe we are currently one of the leading China-based suppliers of LCD
      products in the Greater China market. We believe our market position is due
      largely to the combination of low cost and quality that we offer in our
      products. However, we believe our sales and marketing channels are still
      premature and underdeveloped, and that we may potentially increase sales
      dramatically by launching an effective sales and marketing strategy. As a part
      of our strategy, we plan to increase market awareness, demand, and acceptance
      of
      our products by attending and exhibiting at industry conferences and
      expositions, and implementing publicity campaigns through print, television
      and
      online advertising. We also aim to secure positive product reviews in the
      media.





We
      also
      plan to promote our products as an international brand in markets other than
      Greater China. We intend to target distributors in Hong Kong and North America,
      who have access to leading home and automotive electronics
      retailers.


11


We
      are
      marketing our LCD products to various distributors for sale to their customers.
      These customers include high-end audio/video manufacturers, as well as
      distributors of high-end consumer electronics products and consumer electronics
      retailers. Our sales and marketing strategy is designed to enable consumer
      electronics resellers and consumer retail stores to address the premium portion
      of the LCD market. We initially plan to strengthen our market share with respect
      to our LCD products in China. We expect to capitalize on opportunities in the
      North American market through strategic alliances.





We
      market
      our LCD displays directly to OEMs and through distributors. We work with our
      OEMs to integrate our LCD products into manufactured vehicles.





Our
      Company currently has 45 customers throughout various regions of the PRC, as
      well as in Taiwan, England, India and Southeast Asia.





**Competition**





We
      face
      competition from a number of well recognized international consumer electronics
      companies such as JVC, LG Electronics, Panasonic, Philips, Samsung, Sharp,
      Sony,
      Thompson, and Toshiba, many of whom are operating in China. We estimate that
      Samsung and LG currently have a 20% share of the total international market
      for
      TFT-LCD displays. In addition, BOE, one of the leading Chinese LCD
      manufacturers, has an estimated 3% share of the total international market.
      All
      of these companies have greater market recognition, larger customer bases,
      and
      substantially greater financial, technical, marketing, distribution, and other
      resources than we have, which results in competitive advantages over
      us.





For
      LCD
      displays used in automotive and other consumer electronic devices, we believe
      that Texas Instruments, JVC, Hitachi, Aurora Systems, SpatiaLight, Epson, and
      Sony constitute our principal competitors.





Although
      we believe that the Chinese government strongly supports the development of
      technology firms such as ours, we face challenges brought by foreign competitors
      eager to enter the Chinese market. Many of these foreign firms, particularly
      from Japan and Korea, have mature well-developed research and development
      capabilities, and currently our access to leading international research and
      development talent is limited. Accordingly, in the short to medium term we
      seek
      to exploit our presently held advantages, until we are able to ramp up our
      R&D capabilities.





We
      face
      intense competition from other LCD product manufacturers; however, we believe
      we
      have competitive advantages resulting from our close relationships with leading
      producers of upstream components manufacturers in China, low labor and
      production costs, high volume manufacturing capabilities, and pro-development
      government policies resulting in low taxes and duties. We believe these
      advantages permit us to offer technologically comparable products at prices
      that
      are 30% lower than our competitors, while maintaining higher profits per unit
      sold.


12


**Product
      Pricing**





Our
      products are generally priced dramatically below our foreign competitors for
      comparable products, and we also believe we offer a cost advantage relative
      to
      our domestic peer producers. For instance, in October 2006, we positioned our
      SHIMING model S320T2 LCD TV for sale at an average cost per unit of USD $1,015
      on a retail basis. The table below indicates competing products which we believe
      offer a similar set of product features. While our product does not compete
      based upon superior technology or quality, we believe our customers would view
      our product as a substitute for the competing products below.




Manufacturer
                
                Name of Product
                
                Retail Price
                  USD$
                
                Percentage higher
                  than Shiming (%)Foreign
                    Brands:
                
                
                JVC
                
                
                TC
                    32LX50D
                
                $
                1,563
                
                
                53.9Sony
                
                
                KLV
                    32A10
                
                $
                2,000
                
                
                97.0Sharp
                
                
                LCD
                    32GA6
                
                $
                1,630
                
                
                60.6Phillips
                
                
                32PF9531
                
                $
                1,750
                
                
                72.0Toshiba
                
                
                32WL48C
                
                $
                2,075
                
                
                104.0LG
                
                
                30L210
                
                $
                2,812
                
                
                177.0Domestic
                    Brands:
                
                
                Hi’er
                
                
                L32A9
                    AK
                
                $
                1,200
                
                
                18.5Kangjia
                
                
                TM3008
                
                $
                1,624
                
                
                60.0Changhhong
                
                
                CHD W320C6L
                
                $
                1,124
                
                
                10.7Hensine
                
                
                TLM3288H
                
                $
                1,249
                
                
                23.0





**Manufacturing**





Our
      products are manufactured at our facilities in Shenzhen. We began producing
      and
      testing LCD products in the first quarter of 2006. Prior to this, we produced
      enterprise servers (SIPS/9000 series) for the Chinese market. In 2005, our
      management made a strategic decision to begin phasing out our server
      manufacturing business, in order to pursue the production of more profitable
      LCD
      products. By the third quarter of 2006, virtually all of our production capacity
      was principally devoted to the production of LCD products.





**Sources
      and Availability of Raw Materials and the Principal
      Suppliers**





We
      obtain
      the LCD panels for our LCD products from Shenzhen Jiguan Enterprise Ltd., and
      Blue and Gold Ventures LLC. We obtain the electronic components and
      subassemblies for our LCD products from Shehzhen Zhonglian Shuyuan electrical
      Products Co., Ltd. We obtain silicon wafers from Youlian Caixin Technology
      Co.,
      Ltd., , and video processing integrated circuits from Fushan Hongli electrical
      Products Co., Ltd., screens from Zhuhai Yanyu Digital Technoloy; lamps from
      Shenzhen Xinricheng Technology Co., Ltd., and printed circuit board assemblies
      and remote controls from various Asian suppliers.





Our
      strategy is to procure all of our parts and supplies from a limited number
      of
      suppliers, usually one or two for each type or category of part or supply item.
      Centralized purchasing allows us to exert the maximum amount of volume
      purchasing power and to negotiate the largest discounts per unit purchased.
      We
      have no long term agreements with our suppliers, and purchase parts and supplies
      on a purchase order basis. Management recognizes that this strategy also carries
      with it the potential disadvantages and risks of shortages and supply
      interruptions. We believe our suppliers are willing to continue to give us
      favorable pricing in order to secure our loyalty as purchasers or parts and
      supplies in the long term. Our suppliers generally are meeting our supply
      requirements, and we believe our relationships with our suppliers are
      stable.





**Patents,
      Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor
      Contracts**





We
      rely
      on a variety of intellectual property methods, including patents, trade secrets,
      trademarks, confidentiality agreements, licensing agreements, and other forms
      of
      contractual provisions, to protect and advance our intellectual property. We
      have filed a trademark application at the patent and trademark office of the
      Chinese government with regard to the “Shiming” brand name, and the registration
      is still pending as of the end of fiscal 2006. “Shiming” is the trademark we use
      for all of our LCD products.


13


**Government
      Approval and Regulation of the Company’s Principal Products or
      Services**





Our
      operations are subject to certain local regulatory requirements relating to
      environmental, waste management, health, and safety matters. There can be no
      assurance that material costs and liabilities will not arise from complying
      with
      these or from new, modified, or more stringent requirements. In addition, our
      past, current, or future operations may give rise to claims of exposure by
      employees or the public or to other claims or liabilities relating to
      environmental, waste management, or health and safety concerns.





**Research
      and Development**





Our
      research and development programs focus on advancing technology, developing
      design and manufacturing processes, and expanding our technology to serve new
      markets. We conduct the following research and development
      activities:





·
            ASIC
                design to combine and enhance functionality, reduce cost, and improve
                picture quality.





·
            Testing
                and incorporation of new liquid crystal solutions, in an effort to
                improve
                picture quality, cost, and
                manufacturability.





·
            Printed
                circuit board design.





·
            LCD
                product testing and development
                programs.





In
      2005,
      the Company spent approximately $320,000 or approximately 3.6% of the Company’s
      2005 net revenue on research and development of products. In 2006, the Company
      spent approximately $350,000 or approximately 6.3% of the Company’s 2006 net
      revenue on research and development of products.





**Employees**





At
      December 31, 2006, we employed a total of 326 persons, all of whom were
      full time employees, including management, administrative personnel,
      technicians, researchers and designers. In 2005, we employed a total of 69
      persons, all of whom were full time employees. We consider our relationship
      with
      our employees to be good, and none of our employees are represented by a union
      in collective bargaining with us.





**Item
                2.**
            **Description
                of Property.**





We
      occupy
      approximately 2,224 m 2 in a
      facility in Shenzhen, China, which houses our manufacturing operations, and
      our
      principal research, development, and engineering activities. The lease is
      renewable annually. Our annual rental expense for this facility is $90,000
      USD.
      In addition, we lease our office space, also in Shenzhen, with an area of 386
      m 2 ,
      which
      houses our corporate headquarters. The lease is for a term of two years, which
      expires in April 2008.





We
      are
      under an operating lease agreement for a piece of land in the City of Xi’an
      which expires in 2013. As of December 31, 2006, we are not using this land
      in
      connection with our current business operations, and the land has been
      sub-leased to a third party for three years.





Except
      for our plans for expansion, which are contingent upon raising the necessary
      capital, we believe that our existing space is adequate for our current
      anticipated operations and for the coming year, and that suitable replacement
      and additional space will be available in the future on commercially reasonable
      terms. We currently do not own any real property.


14





**Item
                3.**
            **Legal
                Proceedings.**





We
      are
      not aware of any legal proceedings in which purchasers, any director, officer,
      or any owner of record or beneficial owner of more than five percent of any
      class of voting securities of the Company, or any affiliate of purchaser, or
      of
      any such director, officer, affiliate of the Company, or security holder, is
      a
      party adverse to Company or has a material interest adverse to the
      Company:





**Item
                4.**
            **Submission
                of Matter to a Vote of Security
                Holders.**





On
      December 28, 2006, the Board and the majority holders of our common stock
      consented in writing to an amendment to our Articles of Incorporation to change
      our corporate name (“Name Change”) to our current name, Shiming U.S., Inc. We
      announced the approval of these amendments and its details in a Definitive
      Information Statement on Schedule 14C filed with the Securities and Exchange
      Commission on January 26, 2007. The Certificate of Amendment and Certificate
      of
      Change to our Articles of Incorporation to effect the Name Change was filed
      with
      Nevada’s Secretary of State on February 26, 2007.





**PART
      II**





**Item
                5.**
            **Market
                For Common Equity And Related Stockholder
                Matters**





**Market
      Information**





Our
      common stock, par value $0.001 per share (“Common Stock”), is traded on the
      Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “SGUS”. From the date
      of the change in control of our company on August 25, 2006 to the present,
      there
      has been no active trading market for our common stock. The following table
      sets
      forth, for the periods indicated, the reported high and low closing bid
      quotations for our common stock as reported on the OTCBB. The bid prices reflect
      inter-dealer quotations, do not include retail markups, markdowns or commissions
      and do not necessarily reflect actual transactions.





Common
      Stock




Quarter Ended
            
            High Bid
            
            Low BidDecember
                31, 2006
            
            $
            0.88
            
            $
            0.45September
                30, 2006
            
            $
            1.49
            
            $
            0.18June
                30, 2006
            
            $
            0.28
            
            $
            0.13March
                31, 2006
            
            $
            0.43
            
            $
            0.13December
                31, 2005
            
            $
            0.48
            
            $
            0.25




**Holders**





As
      of
      January 25, 2007, there were approximately 108 stockholders of record of our
      common stock and there was no stockholder of record of our preferred
      stock.





**Dividends**





We
      do not
      currently intend to pay any cash dividends in the foreseeable future on our
      Common Stock and, instead, intend to retain earnings, if any, for future
      operation and expansion. Any decision to declare and pay dividends in the future
      will be made at the discretion of our board of directors and will depend on,
      among other things, our results of operations, cash requirements, financial
      condition, contractual restrictions and other factors that our board of
      directors may deem relevant.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





The
      Company did not have any equity compensation plans in place for the fiscal
      year
      2006.


15


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





In
      connection with the share exchange transaction under the Exchange Agreement,
      we
      issued 57,666,834 shares of our common stock to the Shiming Cayman Shareholders
      and certain consultants, and in exchange, the Shiming Cayman Shareholders
      assigned 100% of the outstanding common stock of the Shiming Cayman to us.
      The
      recipients of 4,734,000 of these shares were accredited investors, and
      securities were issued to them in reliance on an exemption from the registration
      requirements of the Securities Act of 1933 (the “Securities Act”) under
      Regulation D. The other 52,932,834 shares were issued to non-US persons in
      reliance on an exemption from the registration requirements of the Securities
      Act under Regulation S. The shares issued have not been registered under the
      Securities Act or any state securities of “blue sky” laws, and the securities
      may not be offered or sold absent registration or an applicable exemption from
      the registration requirements of the Securities Act and applicable state
      securities laws. As a result of the transactions contemplated under the Exchange
      Agreement, (1) we acquired the business and operations of the Shiming Cayman,
      and as a result our principal business activities now consist of the business
      of
      the Shiming Cayman, and (2) the Shiming Cayman Shareholders now hold
      approximately 83.3% of our issued and outstanding stock.





**Repurchases
      of Equity Securities**





The
      Company did not repurchase any of its outstanding equity securities during
      the
      fourth quarter of the year ended December 31, 2006.





**Item
                6.**
            **Management’s
                Discussion And Analysis or Plan of
                Operation.**





The
      following management’s discussion and analysis should be read in conjunction
      with our consolidated financial statements and the notes thereto and the other
      financial information appearing elsewhere in this item. In addition to
      historical information, the following discussion contains certain
      forward-looking statements within the “safe harbor” provisions of the Private
      Securities Litigation Reform Act of 1995. These statements relate to our future
      plans, objectives, expectations and intentions. These statements may be
      identified by the use of words such as “may”, “will”, “could”, “expect”,
“anticipate”, “intend”, “believe”, “estimate”, “plan”, “predict”, and similar
      terms or terminology, or the negative of such terms or other comparable
      terminology. Although we believe the expectations expressed in these
      forward-looking statements are based on reasonable assumptions within the bound
      of our knowledge of our business, our actual results could differ materially
      from those discussed in these statements. Factors that could contribute to
      such
      differences include, but are not limited to, those discussed in the “Risk
      Factors” section of this Annual Report on Form 10-KSB. We undertake no
      obligation to update publicly any forward-looking statements for any reason
      even
      if new information becomes available or other events occur in the
      future.





Our
      financial statements are prepared in US Dollars and in accordance with
      accounting principles generally accepted in the United States. See “Exchange
      Rates” below for information concerning the exchanges rates at which Renminbi
      were translated into US Dollars at various pertinent dates and for pertinent
      periods.





Our
      consolidated financial statements included in this report have been prepared
      assuming the Company will continue as a going concern. The consolidated
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.





**Overview**





We
      are a
      consumer electronics company, with a particular focus on the development and
      manufacture of competitively-priced LCD products, including HDTVs and computer
      monitors. Our manufacturing plant is located in the Changxin High and New
      Technology Industrial Garden in Shenzhen, China. For several years we have
      been
      involved in the research and development of consumer electronics products and
      technologies such as LCD, plasma displays, and household
      electronics.





On
      November 10, 2006, the Company acquired Shiming Cayman and, as a result, Shiming
      Cayman’s VIE Shiming Technology, by way of the exchange of 57,666,834 shares of
      the Company’s common stock for 100% of the issued and outstanding common stock
      of Shiming Cayman. We accounted for this share exchange transaction as a reverse
      acquisition and recapitalization and, as a result, our consolidated financial
      statements are in substance those of Shiming Cayman, with the assets and
      liabilities, and revenues and expenses, of Argenta being included effective
      from
      the date of the stock exchange transaction. Please see Note 13 to our
      consolidated financial statements included in this report for further details
      of
      this stock exchange transaction.


16


Having
        no
        substantive operation of its own, Shiming Cayman, through its VIE, Shiming
        Management, engages in design, development and manufacture of LCD products,
        including HDTV and computer monitors in the People’s Republic of China (“China”
or the “PRC”). Please see “Contractual Arrangements with Shiming Technology and
        its Shareholders” above and Note 12 to our consolidated financial statements
        included in this report for the contractual arrangements between Shiming
        Management and Shiming Technology and their impact on our consolidated financial
        statements.





**Critical
      Accounting Policies and Estimates**





Our
      management’s discussion and analysis of our financial condition or plan of
      operations are based on our consolidated financial statements, which have been
      prepared in accordance with accounting principles generally accepted in the
      United States. The preparation of these financial statements requires us to
      make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and the disclosure of contingent assets and liabilities at the
      date
      of the financial statements as well as the reported net sales and expenses
      during the reporting periods. On an ongoing basis, we evaluate our estimates
      and
      assumptions. We base our estimates on historical experience and on various
      other
      factors that we believe are reasonable under the circumstances, the results
      of
      which form the basis for making judgments about the carrying value of assets
      and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or
      conditions.





While
      our
      significant accounting policies are more fully described in Note 2 to our
      consolidated financial statements appearing at the end of this prospectus,
      we
      believe that the following accounting policies are the most critical to aid
      you
      in fully understanding and evaluating our reported financial
      results.





***Allowance
      for Doubtful Accounts*** .
      We
      recognize an allowance for doubtful accounts to ensure accounts receivable
      are
      not overstated due to uncollectibility. An allowance for doubtful accounts
      is
      maintained for all customers based on a variety of factors, including the length
      of time the receivables are past due, significant one-time events and historical
      experience. An additional reserve for individual accounts is recorded when
      the
      Company becomes aware of a customer’s inability to meet its financial
      obligations, such as in the case of bankruptcy filings or deterioration in
      the
      customer’s operating results or financial position. If circumstances related to
      customers change, estimates of the recoverability of receivables would be
      further adjusted. There was no allowance for doubtful accounts as of December
      31, 2006.





***Property,
      Plant and Equipment*** .
      Property, plant and equipment is stated at cost. Depreciation is provided
      principally by use of the straight-line method over the useful lives of the
      related assets, except for leasehold properties, which are depreciated over
      the
      terms of their related leases or their estimated useful lives, whichever is
      less. Expenditure for maintenance and repairs, which do not improve or extend
      the expected useful life of the assets, are expensed to operations while major
      repairs are capitalized.





The
      estimated useful lives are as follows:





Leasehold
                property - Office
            37
                yearsLeasehold
                property - Quarters
            44
                yearsLeasehold
                improvements
            5
                yearsComputer
                equipment
            3
                yearsFurniture
                & Fixture
            5
                yearsTesting
                equipment
            5
                yearsOffice
                equipment
            5
                yearsMotor
                vehicle
            5
                years





The
      gain
      or loss on disposal of property, plant and equipment is the difference between
      the net sales proceeds and the carrying amount of the relevant assets, and,
      if
      any, is recognized in the statement of operations.





***Intangible
      Assets*** .
      Intangible assets consist of land use right and is amortized using the
      straight-line method over their estimated useful life of 44
      years.


17


***Impairment
      of Assets*** .
      In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144,
“Accounting for Impairment or Disposal of Long-Lived Assets”, we evaluate our
      long-lived assets to determine whether later events and circumstances warrant
      revised estimates of useful lives or a reduction in carrying value due to
      impairment. If indicators of impairment exist and if the value of the assets
      is
      impaired, an impairment loss would be recognized. As of December 31, 2006,
      no
      impairment loss has been recognized.





***Income
      Taxes*** .
      We
      account for income taxes under SFAS No. 109, “Accounting for Income Taxes”.
      Under SFAS No. 109, deferred tax assets and liabilities are recognized for
      the
      future tax consequences attributable to differences between the financial
      statement carrying amounts of existing assets and liabilities and their
      respective tax bases. Deferred tax assets and liabilities are measured using
      enacted tax rates expected to apply to taxable income in the years in which
      those temporary differences are expected to be recovered or settled. Under
      SFAS
      No. 109, the effect on deferred tax assets and liabilities of a change in tax
      rates is recognized in income in the period that includes the enactment
      date.





***Revenue
      Recognition*** .
      Revenue
      from goods sold is recognized when title has passed to the purchaser, which
      generally is at the time of delivery.





***Foreign
      Currency Transactions*** .
      Our
      functional currency is the Renminbi (“RMB”) and our reporting currency is the
      U.S. dollar. Our consolidated, balance sheet accounts are translated into U.S.
      dollars at the year-end exchange rates and all revenue and expenses are
      translated into U.S. dollars at the average exchange rates prevailing during
      the
      periods in which these items arise. Translation gains and losses are deferred
      and accumulated as a component of other comprehensive income in stockholders’
equity. Transaction gains and losses that arise from exchange rate fluctuations
      from transactions denominated in a currency other than the functional currency
      are included in the statement of operations as incurred.





Translation
      gains and losses were material for the year ended December 31, 2006, and is
      recorded as “Other Comprehensive Income” in the Company’s Consolidated
      Statements of Changes in Stockholders’ Deficit.





The
      PRC
      government imposes significant exchange restrictions on fund transfers out
      of
      the PRC that are not related to business operations. These restrictions have
      not
      had a material impact on us because it has not engaged in any significant
      transactions that are subject to the restrictions.





***Fair
      Value of Financial Instruments*** .
      SFAS
      No. 107, “Disclosures about Fair Values of Financial Instruments,” requires
      disclosing fair value to the extent practicable for financial instruments that
      are recognized or unrecognized in the balance sheet. The fair value of the
      financial instruments disclosed herein is not necessarily representative of
      the
      amount that could be realized or settled, nor does the fair value amount
      consider the tax consequences of realization or settlement. For certain
      financial instruments, including cash, accounts and other receivables, accounts
      payable, accruals and other payables, it was assumed that the carrying amounts
      approximate fair value because of the near term maturities of such obligations.
      The carrying amounts of long-term loans approximate fair value as the interest
      on these loans is minimal.





***Earnings
      Per Share*** .
      Basic
      earnings per share is computed by dividing the earnings for the year by the
      weighted average number of common shares outstanding for the period. Diluted
      earnings per share reflects the potential dilution of securities by including
      other potential common stock, including stock options and warrants, in the
      weighted average number of common shares outstanding for a period, if
      dilutive.





**Results
      of Operations - Year ended December 31, 2006 as compared to year ended December
      31, 2005**





***Sales*** *.* During
        fiscal year 2006, sales decreased from $8.9 million to $5.5 million,
        representing a decrease of 38% compared to the prior year. Our sales in 2005
        derived solely from our broadband service business, which operation we
        discontinued at the end of 2005. Our sales in 2006 derived solely from our
        LCD
        business, which we launched in the third quarter of 2006. The decrease in
        revenue for fiscal 2006 as compared to fiscal 2005 is attributable primarily
        to
        the short operating period of our LCD business in 2006.





***Cost
        of Sales*** *.* Cost
        of
        sales decreased from $3.4 million to $0.8 million in 2006 as compared to
        the prior year. Cost of sales as a percentage of net sales, decreased from
        38.5%
        in fiscal 2005 to 14.3% in fiscal 2006. Our cost of sales for fiscal 2005
        is
        related to our broadband service business, which was discontinued in 2005.
        Our
        cost of sales for fiscal 2006 is related to our LCD business, which short
        operational period in 2006 resulted in the small amount in cost of sales
        relative to 2005.


18


***Selling,
        General and Administrative Expenses*** *.* Selling,
        general and administrative expenses decreased from $3.0 million in fiscal
        2005 to $2.7 million in fiscal 2006, a decrease of 11% compared with 2005.
        The decrease in general and administrative expenses reflected amortization
        expenses on land use rights. The general and administrative expenses for
        2005
        also include the impairment of the remaining book value, in the amount of
        $935,919, of the technology associated with our broadband service business
        which
        we discontinued in 2005. As a percentage of net sales, selling, general and
        administrative expenses increased from 34.0% in 2005 to 49% in
        2006.





***Non-Operating
      Income*** .
      Non-operating income mainly represented the rental income, short term investment
      interest for the year. Total non-operating income increased from $0.2 million
      in
      fiscal 2005 to $0.5 million in fiscal 2006.





**Liquidity
      and Capital Resources**





***Cash
        Flows*** *.* We have
        funded our operations through December 31, 2006 primarily through retained
        earnings and shareholder’s paid in capital. Net cash flow provided by operations
        was $5.7 million in fiscal 2005 and $3.1 million in fiscal 2006. Uses of
        cash
        were primarily to fund changes in working capital. Net cash flow used in
        investing activities was $6.7 million for fiscal 2005 and $0.2 million for
        fiscal 2006. Uses of cash flow for investing activities include capital
        expenditures for property and equipment and purchase of short-term investments.
        In 2005, net cash flow used in financing activities was approximately $1.4
        million, and approximately $0.14 million in fiscal 2006.





***Contractual
      Obligations and Off-Balance Sheet Arrangements*** *.* We
      have certain fixed contractual obligations and commitments that include future
      estimated payments. Changes in our business needs, cancellation provisions,
      changing interest rates, and other factors may result in actual payments
      differing from the estimates. We cannot provide certainty regarding the timing
      and amounts of payments. We have presented below a summary of the most
      significant assumptions used in our determination of amounts presented in the
      tables, in order to assist in the review of this information within the context
      of our consolidated financial position, results of operations, and cash
      flows.





The
      following table summarizes our contractual obligations as of December 31, 2006,
      and the effect these obligations are expected to have on our liquidity and
      cash
      flows in future periods.





**Payments Due by Period****Total**
            
            **Less than 1**
              **year**
            
            **1-3 Years**
            
            **4-5 Years**
            
            **5 Years +****(in
                thousands)**Contractual
                Obligations:Total
                Indebtedness
            
            
            14
            
            
            14
            
            
            —
            
            
            —
            
            
            —Capital
                Lease Obligations
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Operating
                Leases
            
            
            273
            
            
            43
            
            
            129
            
            
            101
            
            
            —Total
                Contractual Obligations:
            
            
            287
            
            
            57
            
            
            129
            
            
            101
            
            
            —





Operating
      lease amounts include minimum lease payments under leased land under an
      operating lease agreement. The amounts presented are consistent with contractual
      terms and are not expected to differ significantly, unless a substantial change
      in our operation.





**Quantitative
      and Qualitative Disclosures about Market Risk**





We
      do not
      use derivative financial instruments in our investment portfolio and have no
      foreign exchange contracts. Our financial instruments consist of cash and cash
      equivalents, trade accounts receivable, accounts payable and long-term
      obligations. We consider investments in highly-liquid instruments purchased
      with
      a remaining maturity of 90 days or less at the date of purchase to be cash
      equivalents.


19




***Interest
        Rates*** .
        Our
        exposure to market risk for changes in interest rates relates primarily to
        our
        short-term investments and short-term obligations; thus, fluctuations in
        interest rates would not have a material impact on the fair value of these
        securities. At December 31, 2006, we had approximately $3.6 million in cash
        and Nil in cash equivalents. A hypothetical 5% increase or decrease in either
        short term or long term interest rates would not have a material impact on
        our
        earnings or loss, or the fair market value or cash flows of these
        instruments.
 
 ***Foreign
        Exchange Rates*** .
        Our
        sales are principally in Renminbi. The translation of Renminbi amounts into
        US
        dollars are for reference purposes only. The People’s Bank of China sets and
        publishes daily a base exchange rate with reference primarily to the supply
        and
        demand of Renminbi against the United States dollar in the market during
        the
        prior day. The People’s Bank of China also takes into account other factors such
        as the general conditions existing in the international foreign exchange
        markets. Although Chinese governmental policies were introduced in 1996 to
        reduce restrictions on the convertibility of Renminbi into foreign currency
        for
        current amount items, conversion of Renminbi into any other currency for
        capital
        items, such as foreign direct investment, loans or security, requires the
        approval of the State Administration for Foreign Exchange. Renminbi which
        had
        been tightly pegged at RMB 8.28 for US $1 for the previous decade, was revalued
        on July 21, 2005 to Rmb 8.11 for US $1 following the removal of the peg to
        the
        US dollar and partly in response to pressure from the United States government.
        The Peoples Bank of China also announced that the Renminbi would float according
        to a basket of foreign currencies, rather then being strictly pegged to the
        US
        dollar, and would trade within a narrow 0.3% band against this basket of
        currencies, which is dominated by the US dollar, Euro, Japanese Yen and South
        Korean Won, with a smaller proportion made up of the British pound, Thai
        Baht
        and Russian Ruble. The translation of Renminbi amounts in this report is
        not a
        representation that the Renminbi amounts could actually be converted into
        United
        States dollars at that rate or at any other rate on that date or on any other
        date. However, see the section titled “Risk Factors - Fluctuation in the value
        of RMB relative to other currencies may have a material adverse effect on
        our
        business and/or an investment in our shares.”
 
 **RISK
        FACTORS**
 
 *You
        should carefully consider the risks described below together with all of
        the
        other information included in this report before making an investment decision
        with regard to our securities. The statements contained in or incorporated
        into
        this offering that are not historic facts are forward-looking statements
        that
        are subject to risks and uncertainties that could cause actual results to
        differ
        materially from those set forth in or implied by forward-looking statements.
        If
        any of the following risks actually occurs, our business, financial condition
        or
        results of operations could be harmed. In that case, the trading price of
        our
        common stock could decline, and you may lose all or part of your
        investment.*
 
 **Risks
        Relating to Our Business**
 
 **We
        face intense competition in our industry, and our competitors may be better
        positioned to capitalize on growing consumer demand in our geographic
        area.**
 
 The
        consumer electronics industry is rapidly evolving and intensely competitive.
        Many of our current and potential competitors have longer operating histories,
        larger customer bases, greater brand recognition and significantly greater
        financial, marketing, technical, management and other resources than we do.
        In
        addition, some of our competitors have and may continue to offer a larger
        product line and carry a larger inventory than we do. We expect that competition
        will further intensify in the future.
 
 We
        believe that the primary competitive factors in our industry include brand
        recognition, price, product selection, product availability and aftermarket
        customer service. We compete not only for customers, but also for retail
        shelf
        space and distribution channels. Some of our competitors could enter into
        exclusive distribution arrangements with major distributors forcing us to
        devote
        greater resources to marketing and promotional campaigns.
 
 **We
        derive substantially all of our revenue from sales of LCD HDTVs and computer
        monitors, and any decline in demand for these products could severely harm
        our
        ability to generate revenue.**
 
 We
        derive
        substantially all of our revenue from LCD HDTVs and computer monitors. As
        a
        result, we are particularly vulnerable to fluctuations in demand for these
        products, whether as a result of market demand, competition, product
        obsolescence, technological change, budget constraints of potential customers,
        or other factors. If our revenue derived from these products were to decline
        significantly, our business and operating results would be adversely
        affected.
  20
  **We
        will be required to attain and maintain profitability through a combination
        of
        increased revenue or lower expenses or to raise additional
        funds.**
 
 To
        support our operations, we will be required to attain and maintain profitability
        through a combination of increased revenue or lower expenses or to raise
        additional funds. There can be no assurance that we will be able to become
        profitable or to raise additional funds on satisfactory terms. We had
        approximately $3.6 million in cash at December 31, 2006.
 
 To
        remain
        competitive, we must fund our receivables and inventory and continue to make
        significant investments in product design and development, marketing, research
        and development, equipment, and facilities. As a result of the costs and
        expenses related to these expenditures, our failure to increase sufficiently
        our
        net sales to offset these costs and expenses would adversely affect our
        operating results. Rapid sales increases are also requiring substantial
        increases in working capital to fund our inventory and receivables.
 
 We
        may
        likely need to obtain additional equity or debt financing to provide the
        funds
        required to expand our business. If such financing is not available on
        satisfactory terms, we may be unable to expand our business or to develop
        new
        business at the rate desired and our operating results may suffer. Debt
        financing increases expenses and must be repaid regardless of operating results.
        Equity financing could result in additional dilution to existing
        stockholders.
 
 **We
        operating in a highly capital intensive industry, and our growth and operating
        results could be impaired if we are unable to meet our future capital
        needs.**
  We
                        may need to raise additional capital in the future
                        to:
  ·
                effectively
                    pursue our sales and marketing
                    strategy;
 ·
                fund
                    our research and development programs to develop new
                    products;
 ·
                hire
                    quality engineering talent;
 ·
                finance
                    acquisitions; or
 ·
                expand
                    our manufacturing capacity.
  If
        we
        raise additional funds by issuing additional equity or convertible debt
        securities, the percentage ownership of our stockholders will be diluted.
        Furthermore, any new securities could have rights, preferences and privileges
        senior to those of our common stock. We currently do not have any commitments
        for financing. We cannot be certain that financing will be available when
        and to
        the extent required or that, if available, it will be on acceptable terms.
        If
        adequate funds are not available on acceptable terms, we may not be able
        to fund
        our expansion, develop or enhance our products or services or respond to
        competitive pressures.
 
 **Our
        revenue depends on sales by various retailers and
        distributors.**
 
 Our
        revenue depends on our sales through various national consumer electronics
        retailers in China, such as Xi’an Yusheng Electrical Products Co., Ltd, Shenzhen
        Kelanbo International Trade Co., Ltd., Ji Sen Enterprise Co., Ltd, and Qianteng
        Enterprise Co., Ltd.
 
 These
        sales channels involve a number of special risks, including the
        following:
  ·
                our
                    ability to secure and maintain favorable relationships with retailers
                    and
                    distributors;
 ·
                our
                    lack of control over the timing of delivery of our products to
                    end-users;
 ·
                our
                    retailers and distributors are not subject to minimum sales requirements
                    or any obligation to market our products to their
                    customers;
 ·
                our
                    retailers and distributors may terminate their relationships
                    with us at
                    any time; and
 ·
                our
                    retailers and distributors market and distribute competing
                    products.
 **Competing
        companies and technologies could reduce the demand for our
        products.**
  21
  We
        compete with a number of the world’s leading electronics manufacturers,
        including JVC, LG Electronics, Panasonic, Phillips, Samsung, Sharp, Sony,
        Thompson, and Toshiba. We also compete with national manufacturers within
        China
        such as Hi’er, Kangjia, Changhhong and Hensine. Each of these and certain of our
        other competitors has greater financial, technical, sales, marketing, and
        other
        resources than we possess. Our competitors could introduce products with
        superior features and functionality at lower prices than our products, and
        could
        also bundle existing or new products with other more established products
        in
        order to compete with us. Our competitors could also gain market share by
        acquiring or forming strategic alliances with other competitors. Finally,
        we may
        face additional sources of competition in the future because new distribution
        methods offered by the Internet and electronic commerce have removed many
        of the
        barriers to entry historically faced by start-up companies in the consumer
        electronics industry. Any of the foregoing effects could cause our revenues
        to
        decline, which would harm our financial position and results of
        operations.
 
 **We
        rely on a limited number of domestic parts suppliers for our parts, and any
        interruptions of these arrangements could disrupt our ability to fill customer
        orders.**
 
 We
        purchase components for our products from principally mainland Chinese
        suppliers, and often we rely upon a sole supplier for certain types of parts
        or
        components. The loss of our relationship with a sole supplier, or the suppliers
        inability to furnish parts to us as anticipated in terms of cost, quality,
        and
        timeliness could adversely affect our ability to fill customer orders in
        accordance with required delivery, quality, and performance requirements.
        If
        this were to occur, the resulting decline in revenue and revenue potential
        would
        harm our business.
 
 **Our
        suppliers must maintain satisfactory delivery schedules and their inability
        to
        do so could increase our costs, disrupt our manufacturing process, and result
        in
        our inability to deliver our products, which would adversely affect our results
        of operations.**
 
 Our
        suppliers must maintain high levels of productivity and satisfactory delivery
        schedules. We do not have long-term arrangements with any of our suppliers
        that
        guarantee production capacity, prices, lead times, or delivery schedules.
        Our
        suppliers may supply many other customers, a number of which have greater
        production requirements than we do. As a result, our suppliers could determine
        to prioritize production capacity for other customers or reduce or eliminate
        services for us on short notice. Any such problems could result in our inability
        to deliver our products in a timely manner and adversely affect our operating
        results.
 
 **Shortages
        of components and materials may delay or reduce our sales and increase our
        costs.**
 
 Our
        inability or the inability of our suppliers to obtain sufficient quantities
        of
        components and other materials necessary for the production of our products
        could result in delayed sales or lost orders, increased inventory, and
        underutilized manufacturing capacity. For example, we may experience production
        delays if a supplier of one of the components we use in our products experiences
        quality and delivery issues. Some of the materials used in the production
        of our
        LCD display products are available only from a limited number of foreign
        suppliers. As a result, we are subject to increased costs, supply interruptions,
        and difficulties in obtaining certain materials.
 
 We
        depend
        on Shenzhen Jiguan Enterprise Ltd. and Blue and Gold Ventures LLC for our
        LCD
        panels and on Shenzhen Zhonglian Shuyuan Electronic Products Co. Ltd. for
        the
        electronic components and subassemblies for our LCD products. We depend on
        Youlian Caixin Technology Co., Ltd. for the fabrication of silicon wafers;
        Fushan Hongli Electronic Products Co. Ltd. for video processing integrated
        circuits; Zhuhai Yanyu Digital Technology for screens; Shenzhen Xinricheng
        Technology Co. Ltd. for lamps, and various Asian suppliers for printed circuit
        board assembly and remote controls for our HDTV products. We do not have
        long-term contracts with any of these suppliers. As a result, none of them
        is
        obligated to supply us for any specific period, in any specific quantity,
        or at
        any specific price, except as provided in purchase orders from time to time.
        The
        termination of our arrangements with any of these suppliers, or their inability
        or unwillingness to provide us with the necessary amount or quality of supplies
        on a timely basis, would adversely affect our ability to manufacture and
        ship
        our products until alternative sources of supply could be arranged. We may
        not
        be able to secure alternative arrangements.
 
 Materials
        and components for some of our major products may not be available in sufficient
        quantities to satisfy our needs because of shortages of these materials and
        components. Any supply interruption or shortages may result in lost sales
        opportunities.
  22
  We
        place
        orders for components, determine production, and plan inventory in advance
        based
        on our forecast of consumer demand, which is highly volatile and difficult
        to
        predict. We may experience a shortage of LCD panels, which may result in
        our
        inability to meet demand for our LCD televisions, or a surplus of LCD panels
        that may result in the recording of losses should LCD panel prices decline.
        We
        consume a large volume of parts and components for our products, and market
        fluctuations may cause a shortage of parts and components and may affect
        our
        production or the cost of goods sold. Our profitability may also be adversely
        affected by supply or inventory shortages or inventory adjustments that,
        as a
        result of efforts to reduce inventory by temporarily halting production or
        by
        reducing the price of goods, will lead to an increase in the ratio of cost
        of
        sales to sales. We write down the value of our inventory when components
        or
        products have become obsolete, when inventory exceeds the amount expected
        to be
        used, or when the value of the inventory is otherwise recorded at a higher
        value
        than net realizable value. Such inventory adjustments can have a material
        adverse effect on our operating income and profitability.
 
 **Our
        business depends on new products and technologies.**
 
 We
        operate in a rapidly evolving industry. Technological advances, the introduction
        of new products, and new design and manufacturing techniques could adversely
        affect our business unless we are able to adapt to the changing conditions.
        As a
        result, we will be required to expend substantial funds for and commit
        significant resources to the following:
  ·
                designing
                    and developing new products and product enhancements that appeal
                    to
                    consumers;
 ·
                meeting
                    the expectations of our retail and OEM customers in terms of
                    product
                    design, features, product price, performance, and
                    service;
 ·
                expanding
                    our manufacturing capabilities;
 ·
                continuing
                    research and development activities on existing and potential
                    products;
 ·
                engaging
                    additional engineering and other technical
                    personnel;
 ·
                purchasing
                    advanced design, production, and test equipment;
                    and
 ·
                maintaining
                    and enhancing our technological
                    capabilities.
  We
        may be
        unable to recover any expenditures we make relating to one or more new products
        or technologies that ultimately prove to be unsuccessful for any reason.
        In
        addition, any investments or acquisitions made to enhance our products, sales
        channels, or technologies may prove to be unsuccessful.
 
 Our
        future operating results will depend to a significant extent on our ability
        to
        provide new products that compare favorably on the basis of time to
        introduction, cost, and performance with the products of competitive suppliers
        and evolving technologies. Our success in attracting new customers and
        developing new business depends on various factors, including the
        following:
  ·
                innovative
                    development of new products;
 ·
                efficient,
                    timely, and cost-effective manufacture of our
                    products;
 ·
                the
                    acceptance of our technology;
 ·
                utilization
                    of advances in technology; and
 ·
                development
                    and maintenance of a successful aftermarket service and support
                    program.
  Our
        future success depends on our ability to address the rapidly changing needs
        of
        our customers by developing, acquiring, and introducing new products and
        product
        updates on a timely basis. We must also extend the operation of our products
        to
        new formats and keep pace with technological developments and emerging industry
        standards. We intend to commit substantial resources to developing new products,
        product features, and technological advances in the HDTV market. This market
        is
        relatively new, and industry standards for the HDTV market are evolving and
        changing. If the HDTV market does not develop as anticipated, or if demand
        for
        our products and services in this market does not materialize or occurs more
        slowly than we expect, we will have expended substantial resources and capital
        without realizing sufficient revenue, and our business and operating results
        could be adversely affected.
 
 **We
        must protect our intellectual property and could be subject to infringement
        claims by others.**
 
 We
        believe that our future success may depend in part on our ability to protect
        our
        proprietary technology. We rely on a combination of patent, trade secret,
        and
        trademark laws, confidentiality procedures, and contractual provisions to
        protect our intellectual property. We seek to protect certain aspects of
        our
        technology under trade secret laws, which afford only limited protection.
        We
        face risks associated with our intellectual property, including the
        following:
  23
 ·
                intellectual
                    property laws may not protect our intellectual property
                    rights;
 ·
                third
                    parties may challenge, invalidate, or circumvent any patents
                    issued to
                    us;
 ·
                rights
                    granted under patents issued to us may not provide competitive
                    advantages
                    to us;
 ·
                unauthorized
                    parties may attempt to obtain and use information that we regard
                    as
                    proprietary despite our efforts to protect our proprietary
                    rights;
 ·
                others
                    may independently develop similar technology or design around
                    any patents
                    issued to us; and
 ·
                effective
                    protection of intellectual property rights may be limited or
                    unavailable
                    in some foreign countries in which we
                    operate.
  We
        may
        not be able to obtain effective patent, trademark, service mark, copyright,
        and
        trade secret protection in every country in which our products are produced
        or
        sold. We may find it necessary to take legal action in the future to enforce
        or
        protect our intellectual property rights or to defend against claims of
        infringement and such action may be unsuccessful. In addition, we may not
        be
        able to obtain a favorable outcome in any intellectual property
        litigation.
 
 Third
        parties could claim that we are infringing their patents or other intellectual
        property rights. In the event that a third party alleges that we are infringing
        its rights, we may not be able to obtain licenses on commercially reasonable
        terms from the third party, if at all, or the third party may commence
        litigation against us. Litigation can be very expensive and can distract
        our
        management time and attention, which could adversely affect our
        business.
 
 **Our
        dealings with customers and suppliers in foreign countries expose us to a
        variety of risks.**
 
 We
        are
        exposed to certain risks relating to the fact that our operations are in
        China,
        and we seek to sell our products internationally, and purchase from suppliers
        based in other countries. Purchasing supplies and selling products
        internationally expose us to various economic, political, and other risks,
        including the following:
  ·
                the
                    burdens and costs of compliance with local laws and regulatory
                    requirements as well as changes in those laws and
                    requirements;
 ·
                imposition
                    of governmental controls, including trade and employment restrictions
                    and
                    restrictions on currency conversion or the transfer of
                    funds;
 ·
                transportation
                    delays or interruptions and other effects of less developed
                    infrastructures;
 ·
                fluctuations
                    in foreign currency exchange rates and difficulties in hedging
                    foreign
                    currency transaction exposures;
 ·
                economic
                    instability, such as higher interest rates and inflation, which
                    could
                    reduce our customers’ ability to obtain financing for consumer electronic
                    products or which could make our products more expensive in those
                    countries;
 ·
                overlap
                    of tax issues;
 ·
                tariffs
                    and duties;
 ·
                longer
                    payment cycles for sales in foreign countries and difficulties
                    in
                    collecting accounts receivable;
 ·
                difficulties
                    in coordinating the activities of our geographically dispersed
                    and
                    culturally diverse operations;
 ·
                seasonal
                    reductions in business activity in the summer months in Asia
                    and in other
                    periods in other countries;
 ·
                costs
                    and delays associated with developing our products in multiple
                    languages;
                    and
 ·
                political
                    unrest, war, or terrorism in areas in which we do
                    business.
  Changes
        in policies by the PRC or foreign governments resulting in, among other things,
        increased duties, changes in the current tariff structures, higher taxation,
        currency conversion limitations, restrictions on the transfer or repatriation
        of
        funds, limitations on imports or exports, or the expropriation of private
        enterprises could adversely affect our ability to manufacture or sell products
        in foreign markets and to purchase materials or equipment from foreign
        suppliers. In addition, international trade policies, such as “most favored
        nation” status and trade preferences for certain Asian nations, could affect the
        attractiveness of our products to customers abroad.
  24
  While
        we
        transact business predominantly in Chinese Renminbi and bill and collect
        most of
        our sales in Renminbi, we may in the future collect a portion of our revenue
        in
        other currencies. In the future, customers may make payments in foreign
        currencies.
 
 Fluctuations
        in foreign currency exchange rates could affect our cost of goods and operating
        margins and could result in exchange losses. In addition, currency devaluation
        can result in a loss to us if we hold deposits of that currency. Hedging
        foreign
        currencies can be difficult, especially if the currency is not freely traded.
        We
        cannot predict the impact of future exchange rate fluctuations on our operating
        results.
 
 **The
        cyclical nature of the consumer electronics industry may cause substantial
        period-to-period fluctuations in our operating results.**
 
 The
        consumer electronics industry has experienced significant economic downturns
        at
        various times, characterized by diminished product demand, accelerated erosion
        of average selling prices, intense competition, and production overcapacity.
        In
        addition, the consumer electronics industry is cyclical in nature. We may
        experience substantial period-to-period fluctuations in our operating results,
        at least in part because of general industry conditions or events occurring
        in
        the general economy.
 
 **Our
        operating results may have significant periodic and seasonal
        fluctuations.**
 
 In
        addition to the variability resulting from the short-term nature of the
        commitments of our customers, other factors may contribute to significant
        periodic and seasonal quarterly fluctuations in our results of operations.
        These
        factors include the following:
  ·
              effectiveness
                  in managing manufacturing processes; ·
                changes
                    in cost and availability of labor and
                    components;
 ·
                the
                    timing and volume of orders relative to our
                    capacity;
 ·
                market
                    acceptance of our products;
 ·
                product
                    introductions or enhancements by us and our
                    competitors;
 ·
                evolution
                    in the life cycles of products;
 ·
                timing
                    of expenditures in anticipation of future
                    orders;
 ·
                product
                    mix;
 ·
                pricing
                    and availability of competitive
                    products;
 ·
                changes
                    or anticipated changes in economic
                    conditions;
 ·
                the
                    cancellation or deferral of product purchases as a result of
                    weak or
                    uncertain economic and industry conditions or the anticipation
                    of new
                    products or product updates by us or our
                    competitors;
 ·
                changes
                    in the competitive landscape due to mergers, acquisitions, or
                    strategic
                    alliances that could allow our competitors to gain market
                    share;
 ·
                the
                    unpredictability of the timing and magnitude of our sales through
                    direct
                    sales channels and indirect sales
                    channels;
 ·
                the
                    seasonal nature of our sales;
 ·
                changes
                    in our pricing and distribution terms or those of our competitors;
                    and
 ·
                the
                    possibility that our business will be adversely affected as a
                    result of
                    the threat of terrorism or military actions taken by the United
                    States or
                    its allies.
 You
          should not rely on the results of prior periods as an indication of our
          future
          performance. Our operating expense levels are based, in significant part,
          on our
          expectations of future revenue. If we have a shortfall in revenue or orders
          in
          any given quarter, we may not be able to reduce our operating expenses
          quickly
          in response. Therefore, any significant shortfall in revenue or orders
          could
          have an immediate adverse effect on our operating results for that quarter.
          In
          addition, we may experience high operating expenses, and our operating
          results
          may fall below the expectations of investors, if we fail to manage our
          business
          effectively.
 
 **Our
        products are complex and may require modifications to resolve undetected
        errors
        or unforeseen failures, which could lead to an increase in our costs, a loss
        of
        customers, or a delay in market acceptance of our
        products.**
  25
 
 Our
        products are complex and may contain undetected errors or experience unforeseen
        failures when first introduced or as new versions are released. These errors
        could cause us to incur significant re-engineering costs, divert the attention
        of our engineering personnel from product development efforts, and cause
        significant customer relations and business reputation problems. If we deliver
        products with defects, our credibility and the market acceptance and sales
        of
        our products could be harmed. Defects could also lead to liability for defective
        products as a result of lawsuits against us or against our customers. We
        also
        may agree to indemnify our customers in some circumstances against liability
        from defects in our products. A successful product liability claim could
        require
        us to make significant damage payments.
 
 **We
        do not sell our automotive LCD products to end users and depend on the market
        acceptance of the products of our customers.**
 
 We
        do not
        sell our automotive LCD products to end users. Instead, we design and develop
        LCD products that our OEM customers incorporate into their products. As a
        result, our success depends on the ability of our OEM customers to sell their
        products. Any significant slowdown in the demand for our customers’ products
        would adversely affect our business.
 
 Because
        our success in the automotive LCD display products business depends on the
        widespread market acceptance of our customers’ products, we must establish
        relationships for our LCD display products with OEMs in industries that have
        significant growth potential. Our failure to establish relationships with
        OEMs
        in those high-growth markets would reduce our revenue potential.
 
 Our
        dependence on the success of the products of our OEM customers exposes us
        to a
        variety of risks, including the following:
  ·
                our
                    ability to supply products for customers on a timely and cost-effective
                    basis;
 ·
                our
                    success in maintaining customer satisfaction with our
                    products;
 ·
                our
                    ability to match our manufacturing capacity with customer demand
                    and to
                    maintain satisfactory delivery
                    schedules;
 ·
                customer
                    order patterns, changes in order mix, and the level and timing
                    of orders
                    placed by customers that we can complete in a quarter;
                    and
 ·
                the
                    cyclical nature of the industries and markets that we
                    serve.
  Our
        failure to address these risks would adversely affect our results of
        operations.
 
 **We
        have not reached definitive agreements with any traditional consumer electronics
        retailers to sell our LCD HDTVs.**
 
 We
        have
        not reached definitive agreements with any traditional consumer electronics
        retailers to sell our LCD HDTVs. The inability to secure retailers to sell
        our
        LCD HDTVs would substantially impede our revenue growth and could require
        us to
        write off substantial investments that we have made in this aspect of our
        business. We anticipate that our initial LCD HDTV sales will be to a limited
        number of customers. As a result, we will face the risks inherent in relying
        on
        a concentration of customers. Any material delay, cancellation, or reduction
        of
        orders by one of these customers would adversely affect our operating
        results.
 
 In
        addition, we make significant decisions, including production schedules,
        component procurement commitments, facility requirements, personnel needs,
        and
        other resource requirements, based on our estimates of customer requirements.
        The short-term nature of our customers’ commitments and the possibility of rapid
        changes in demand for our products reduce our ability to estimate accurately
        the
        future requirements of those customers. Our operating results may be materially
        and adversely affected as a result of the failure to obtain anticipated orders
        and deferrals or cancellations of purchase commitments because of changes
        in
        customer requirements. Because many of our costs and operating expenses are
        relatively fixed, a reduction in customer demand can harm our gross margins
        and
        operating results.
 
 On
        occasion, customers may require rapid increases in production, which can
        stress
        our resources and reduce operating margins. Although we have had a net increase
        in our manufacturing capacity over the past few years, we may not have
        sufficient capacity at any given time to meet all of our customers’ demands or
        to meet the requirements of a specific project.
  26
  **We
        are subject to lengthy development periods and product acceptance
        cycles.**
 
 We
        sell
        our LCD display products to OEMs, which then incorporate them into the products
        they sell. OEMs make the determination during their product development programs
        whether to incorporate our LCD display products or pursue other alternatives.
        This may require us to make significant investments of time, capital and
        resources well before our OEM customers introduce their products which
        incorporating our products, and before we can be sure that we will generate
        any
        significant sales to our OEM customers or even recover our investments of
        time,
        capital and other resources.
 
 During
        an
        OEM customer’s entire product development process, we face the risk that our
        products will fail to meet our OEM customer’s technical, performance, or cost
        requirements or will be replaced by a competing product or alternative
        technology. Even if we offer products that are satisfactory to an OEM customer,
        the customer may delay or terminate its product development efforts. The
        occurrence of any of these events would adversely affect our revenue. The
        lengthy development period also means that it is difficult to immediately
        replace an unexpected loss of existing business.
 
 **Our
        Shenzhen facility and its high-volume LCD display manufacturing line are
        important to our success.**
 
 Our
        Shenzhen facility and its high-volume LCD display manufacturing line are
        important to our success. We currently produce all of our LCD displays on
        this
        dedicated line. This facility also houses our principal research, development,
        engineering, design, and certain managerial operations. Any event that causes
        a
        disruption of the operation of this facility for even a relatively short
        period
        of time would adversely affect our ability to produce our LCD displays and
        to
        provide technical and manufacturing support for our customers.
 
 **We
        must effectively manage our growth.**
 
 The
        failure to manage our growth effectively could adversely affect our operations.
        Our ability to manage our planned growth effectively will require us
        to:
  ·
                enhance
                    our operational, financial, and management
                    systems;
 ·
                expand
                    our facilities and equipment; and
 ·
                successfully
                    hire, train, and motivate additional employees, including the
                    technical
                    personnel necessary to operate our production facility in
                    Shenzhen.
  **We
        depend on key personnel.**
 
 Our
        operations depend substantially on the efforts and abilities of our senior
        management as well as our technical, sales, and other key personnel. The
        loss of
        services of one or more of our key employees or the inability to add key
        personnel could have a material adverse effect on our business. Although
        we
        maintain employment agreements with certain key personnel, we do not currently
        have any key person life insurance covering any officer or employee or
        employment agreements with most of our employees.
 
 **Our
        future operating results may fluctuate and cause the price of our common
        stock
        to decline.**
 
 We
        expect
        that our revenues and operating results will continue to fluctuate significantly
        from quarter to quarter due to various factors, many of which are beyond
        our
        control. The factors that could cause our operating results to fluctuate
        include, but are not limited to:
  ·
                  seasonality
                      of the business;
 ·
                price
                    competition from other
                    manufacturers;
 ·
                general
                    price increases by suppliers and
                    manufacturers;
 ·
                our
                    ability to maintain and expand our distribution
                    relationships;
 ·
                increases
                    in the cost of advertising;
 ·
                unexpected
                    increases in shipping costs or delivery
                    times;
 ·
                  our
                      ability to build and maintain customer
                      loyalty;
 ·
                the
                    introduction of new services, products and strategic alliances
                    by us and
                    our competitors;
 ·
                the
                    success of our brand-building and marketing
                    campaigns;
 ·
                government
                    regulations, changes in tariffs, duties, and
                    taxes;
  27
 ·
                the
                    amount and timing of operating costs and capital expenditures
                    relating to
                    expansion of our business, operations and infrastructure;
                    and
 ·
                general
                    economic conditions as well as economic conditions specific to
                    our
                    sector.
  If
        our
        quarterly revenues or operating results fall below the expectations of investors
        or securities analysts, the price of our common stock could significantly
        decline.
 
 **We
        have limited control over the actions of our distributors, retailers or their
        vendors.**
 
 We
        rely
        on distributors for the sale of our products, and those parties maintain
        inventory and prepare merchandise for shipment to retailers and individual
        customers. We have limited control over the products that our distributors
        purchase or keep in stock, and our arrangements with our distributors do
        not
        require them to set aside any amount of inventory to satisfy demand. Our
        distributors may not accurately forecast the products that will be in high
        demand. In addition, we have limited control over their sales process, shipping
        and order processing procedures. Although we have not experienced disruptions
        in
        the past, nor do we presently foresee possible disruptions in the near future,
        a
        widespread inability of our distributors to successfully supply our branded
        products, if it occurred, would substantially harm our business.
 
 We
        also
        rely on retailers to sell our products to end users. We have limited control
        over the products that retailers purchase or keep in stock, and the arrangements
        between distributors and retailers may not require them to set aside any
        amount
        of inventory to satisfy demand. The retailers who sell our products may not
        accurately forecast the products that will be in high demand. In addition,
        we
        have limited control over their sales process, shipping and order processing
        procedures.
 
 **Our
        ability to manage our future growth is uncertain.**
 
 We
        are
        currently anticipating a period of growth as a result of our corporate growth
        strategy, which aims to among other things, further develop our distribution
        channels, expand our line of products, and increase our manufacturing capacity.
        In pursuing these objectives, the resulting strain on our managerial,
        operational, financial and other resources could be significant. Success
        in
        managing such expansion and growth will depend, in part, upon the ability
        of
        senior management to manage effectively. Any failure to manage the anticipated
        growth and expansion could have a material adverse effect on our
        business.
 
 **Increased
        product returns will decrease our revenues and impact profitability, and
        we have
        little or no history of product returns.**
 
 We
        began
        selling our LCD products in the first quarter of 2006, and accordingly, it
        is
        difficult for us to estimate or calculate our historical rate of product
        returns, and the impact of those returns on our financial results. We currently
        make allowances for product returns in our financial statements based on
        an
        industry average. However, there can be no assurance that our actual rate
        of
        product returns will be lower than the industry average. If our rate of product
        returns in the future turns out to be higher than expected, this could
        negatively affect our business, and would harm our financial
        results.
 
 **Risks
        Related to Doing Business in China**
 
 **Adverse
        changes in economic and political policies of the PRC government could have
        a
        material adverse effect on the overall economic growth of China, which could
        adversely affect our business.**
 
 All
        of
        our business operations are currently conducted in China. Accordingly, our
        results of operations, financial condition and prospects are subject to a
        significant degree to economic, political and legal developments in China.
        China’s economy differs from the economies of most developed countries in many
        respects, including with respect to the amount of government involvement,
        level
        of development, growth rate, control of foreign exchange and allocation of
        resources. While the PRC economy has experienced significant growth in the
        past
        20 years, growth has been uneven across different regions and among various
        economic sectors of China. The PRC government has implemented various measures
        to encourage economic development and guide the allocation of resources.
        Some of
        these measures benefit the overall PRC economy, but may also have a negative
        effect on us. For example, our financial condition and results of operations
        may
        be adversely affected by government control over capital investments or changes
        in tax regulations that are applicable to us. Since early 2004, the PRC
        government has implemented certain measures to control the pace of economic
        growth. Such measures may cause a decrease in the level of economic activity
        in
        China, which in turn could adversely affect our results of operations and
        financial condition.
  28
  **Our
        operating subsidiaries in the PRC are subject to restrictions on paying
        dividends and making other payments to us.**
 
 We
        are a
        holding company incorporated in Nevada and do not have any assets or conduct
        any
        business operations other than through the operations of the Shiming Group.
        As a
        result of our holding company structure, we rely entirely on dividend payments
        from the Shiming Group. However, PRC regulations currently permit payment
        of
        dividends only out of accumulated profits, as determined in accordance with
        PRC
        accounting standards and regulations. Our subsidiaries in China are also
        required to set aside a portion of their after-tax profits according to PRC
        accounting standards and regulations to fund certain reserve funds. The PRC
        government also imposes controls on the conversion of RMB into foreign
        currencies and the remittance of currencies out of China. We may experience
        difficulties in completing the administrative procedures necessary to obtain
        and
        remit foreign currency. See “Government control of currency conversion may
        affect the value of your investment.” Furthermore, if our subsidiaries in China
        incur debt on their own in the future, the instruments governing the debt
        may
        restrict their ability to pay dividends or make other payments. If we are
        unable
        to receive all of the revenues from our operations through contractual or
        dividend arrangements, we may be unable to pay dividends to our
        stockholders.
 
 **Fluctuation
        in the value of RMB relative to other currencies may have a material adverse
        effect on our business and/or an investment in our shares.**
 
 The
        value
        of RMB against the U.S. dollar and other currencies may fluctuate and is
        affected by, among other things, changes in political and economic conditions.
        Although the exchange rate between RMB and the U.S. dollar has been effectively
        pegged by the People’s Bank of China since 1994, there can be no assurance that
        these currencies will remain pegged to the U.S. dollar, especially in light
        of
        the significant international pressure on the Chinese government to permit
        the
        free floatation of the RMB, which would result in fluctuations in the exchange
        rate between the RMB and the U.S. dollar, and other geopolitical factors.
        If the
        RMB were to increase in value against the dollar, for example, products offered
        by mainland Chinese producers would become more expensive relative to other
        international producers, to consumers outside of China, which may translate
        into
        a decrease in sales. On the other hand, a decrease in the value of the RMB
        against the dollar would have the opposite effect. Such a decrease in sales,
        if
        it occurred, would adversely affect our financial results.
 
 **Risks
        Related to an Investment in Our Securities**
 
 **To
        date, we have not paid any cash dividends and no cash dividends will be paid
        in
        the foreseeable future.**
 
 We
        do not
        anticipate paying cash dividends on our common stock in the foreseeable future
        and we may not have sufficient funds legally available to pay dividends.
        Even if
        the funds are legally available for distribution, we may nevertheless decide
        not
        to pay any dividends. We intend to retain all earnings for the company’s
        operations.
 
 **The
        Application of the “Penny Stock” Rules Could Adversely Affect the Market Price
        of Our Common Stock and Increase Your Transaction Costs to Sell Those
        Shares.**
 
 As
        long
        as the trading price of our common shares is below $5 per share, the open-market
        trading of our common shares will be subject to the “penny stock” rules. The
“penny stock” rules impose additional sales practice requirements on
        broker-dealers who sell securities to persons other than established customers
        and accredited investors (generally those with assets in excess of $1,000,000
        or
        annual income exceeding $200,000 or $300,000 together with their spouse).
        For
        transactions covered by these rules, the broker-dealer must make a special
        suitability determination for the purchase of securities and have received
        the
        purchaser’s written consent to the transaction before the purchase.
        Additionally, for any transaction involving a penny stock, unless exempt,
        the
        broker-dealer must deliver, before the transaction, a disclosure schedule
        prescribed by the Securities and Exchange Commission relating to the penny
        stock
        market. The broker-dealer also must disclose the commissions payable to both
        the
        broker-dealer and the registered representative and current quotations for
        the
        securities. Finally, monthly statements must be sent disclosing recent price
        information on the limited market in penny stocks. These additional burdens
        imposed on broker-dealers may restrict the ability or decrease the willingness
        of broker-dealers to sell our common shares, and may result in decreased
        liquidity for our common shares and increased transaction costs for sales
        and
        purchases of our common shares as compared to other securities.
  29
 
 **Our
        Common Shares are Thinly Traded and, You May be Unable to Sell at or Near
        Ask
        Prices or at All if You Need to Sell Your Shares to Raise Money or Otherwise
        Desire to Liquidate Your Shares.**
 
 The
        Company cannot predict the extent to which an active public market for its
        common stock will develop or be sustained. However, the Company does not
        rule
        out the possibility of applying for listing on the Nasdaq National Market
        or
        other exchanges.
 
 Our
        common shares have historically been sporadically or “thinly-traded” on the
“Over-the-Counter Bulletin Board”, meaning that the number of persons interested
        in purchasing our common shares at or near bid prices at any given time may
        be
        relatively small or non-existent. This situation is attributable to a number
        of
        factors, including the fact that we are a small company which is relatively
        unknown to stock analysts, stock brokers, institutional investors and others
        in
        the investment community that generate or influence sales volume, and that
        even
        if we came to the attention of such persons, they tend to be risk-averse
        and
        would be reluctant to follow an unproven company such as ours or purchase
        or
        recommend the purchase of our shares until such time as we became more seasoned
        and viable. As a consequence, there may be periods of several days or more
        when
        trading activity in our shares is minimal or non-existent, as compared to
        a
        seasoned issuer which has a large and steady volume of trading activity that
        will generally support continuous sales without an adverse effect on share
        price. We cannot give you any assurance that a broader or more active public
        trading market for our common stock will develop or be sustained, or that
        current trading levels will be sustained.
 
 The
        market price for our common stock is particularly volatile given our status
        as a
        relatively small company with a small and thinly traded “float” and lack of
        current revenues that could lead to wide fluctuations in our share price.
        The
        price at which you purchase our common stock may not be indicative of the
        price
        that will prevail in the trading market. You may be unable to sell your common
        stock at or above your purchase price if at all, which may result in substantial
        losses to you.
 
 The
        market for our common shares is characterized by significant price volatility
        when compared to seasoned issuers, and we expect that our share price will
        continue to be more volatile than a seasoned issuer for the indefinite future.
        The volatility in our share price is attributable to a number of factors.
        First,
        as noted above, our common shares are sporadically and/or thinly traded.
        As a
        consequence of this lack of liquidity, the trading of relatively small
        quantities of shares by our shareholders may disproportionately influence
        the
        price of those shares in either direction. The price for our shares could,
        for
        example, decline precipitously in the event that a large number of our common
        shares are sold on the market without commensurate demand, as compared to
        a
        seasoned issuer which could better absorb those sales without adverse impact
        on
        its share price. Secondly, we are a speculative or “risky” investment due to our
        lack of revenues or profits to date and uncertainty of future market acceptance
        for our current and potential products. As a consequence of this enhanced
        risk,
        more risk-adverse investors may, under the fear of losing all or most of
        their
        investment in the event of negative news or lack of progress, be more inclined
        to sell their shares on the market more quickly and at greater discounts
        than
        would be the case with the stock of a seasoned issuer. The following factors
        may
        add to the volatility in the price of our common shares: actual or anticipated
        variations in our quarterly or annual operating results; adverse outcomes;
        the
        termination of our contractual agreements with Shiming Technology; and additions
        or departures of our key personnel, as well as other items discussed under
        this
“Risk Factors” section, as well as elsewhere in this Form 10-KSB. Many of these
        factors are beyond our control and may decrease the market price of our common
        shares, regardless of our operating performance. We cannot make any predictions
        or projections as to what the prevailing market price for our common shares
        will
        be at any time, including as to whether our common shares will sustain their
        current market prices, or as to what effect that the sale of shares or the
        availability of common shares for sale at any time will have on the prevailing
        market price. However, the Company does not rule out the possibility of applying
        for listing on the Nasdaq National Market or other exchanges.
 
 Shareholders
        should be aware that, according to SEC Release No. 34-29093, the market for
        penny stocks has suffered in recent years from patterns of fraud and abuse.
        Such
        patterns include (1) control of the market for the security by one or a few
        broker-dealers that are often related to the promoter or issuer; (2)
        manipulation of prices through prearranged matching of purchases and sales
        and
        false and misleading press releases; (3) boiler room practices involving
        high-pressure sales tactics and unrealistic price projections by inexperienced
        sales persons; (4) excessive and undisclosed bid-ask differential and markups
        by
        selling broker-dealers; and (5) the wholesale dumping of the same securities
        by
        promoters and broker-dealers after prices have been manipulated to a desired
        level, along with the resulting inevitable collapse of those prices and with
        consequent investor losses. Our management is aware of the abuses that have
        occurred historically in the penny stock market. Although we do not expect
        to be
        in a position to dictate the behavior of the market or of broker-dealers
        who
        participate in the market, management will strive within the confines of
        practical limitations to prevent the described patterns from being established
        with respect to our securities. The occurrence of these patterns or practices
        could increase the volatility of our share price.
  30
  **Volatility
        in Our Common Share Price May Subject Us to Securities
        Litigation.**
 
 The
        market for our common stock is characterized by significant price volatility
        when compared to seasoned issuers, and we expect that our share price will
        continue to be more volatile than a seasoned issuer for the indefinite future.
        In the past, plaintiffs have often initiated securities class action litigation
        against a company following periods of volatility in the market price of
        its
        securities. We may, in the future, be the target of similar litigation.
        Securities litigation could result in substantial costs and liabilities and
        could divert management’s attention and resources.
 
 **Our
        corporate actions are substantially controlled by our management and affiliated
        entities.**
 
 Following
        the closing of the Share Exchange Transaction under the Exchange Agreement,
        our
        officers and directors will collectively control, directly or indirectly,
        approximately 44% of our outstanding ordinary shares. Thus, our management
        stockholders could exert substantial influence over matters such as electing
        directors and approving mergers or other business combination transactions.
        While all of our stockholders are entitled to vote on matters submitted to
        our
        stockholders for approval, because of the significant percentage ownership
        and
        concentration of voting power held by our management stockholders, elections
        of
        our board of directors and other corporate decisions will generally be within
        the influence of this stockholder. There can be no assurance that matters
        voted
        upon by our stockholders who are also officers and directors, will be viewed
        favorably by all stockholders of the company, or that voting decisions of
        our
        management stockholders will be agreeable to all other
        stockholders.
 
 **The
        elimination of monetary liability against our directors, officers and employees
        under Nevada law and the existence of indemnification rights to our directors,
        officers and employees may result in substantial expenditures by our company
        and
        may discourage lawsuits against our directors, officers and
        employees.**
 
 Our
        articles of incorporation do not contain any specific provisions that eliminate
        the liability of our directors for monetary damages to our company and
        stockholders, however we are prepared to give such indemnification to our
        directors and officers to the extent provided by Nevada law. We may also
        have
        contractual indemnification obligations under our employment agreements with
        our
        officers. The foregoing indemnification obligations could result in our company
        incurring substantial expenditures to cover the cost of settlement or damage
        awards against directors and officers, which we may be unable to recoup.
        These
        provisions and resultant costs may also discourage our company from bringing
        a
        lawsuit against directors and officers for breaches of their fiduciary duties,
        and may similarly discourage the filing of derivative litigation by our
        stockholders against our directors and officers even though such actions,
        if
        successful, might otherwise benefit our company and stockholders.
 
 **Legislative
        actions, higher insurance costs and potential new accounting pronouncements
        may
        impact our future financial position and results of
        operations.**
 
 There
        have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and
        there may potentially be new accounting pronouncements or additional regulatory
        rulings that will have an impact on our future financial position and results
        of
        operations. The Sarbanes-Oxley Act of 2002 and other rule changes as well
        as
        proposed legislative initiatives following the Enron bankruptcy are likely
        to
        increase general and administrative costs and expenses. In addition, insurers
        are likely to increase premiums as a result of high claims rates over the
        past
        several years, which we expect will increase our premiums for insurance
        policies. Further, there could be changes in certain accounting rules. These
        and
        other potential changes could materially increase the expenses we report
        under
        generally accepted accounting principles, and adversely affect our operating
        results.
 
 **Past
        activities of the company and its affiliates may lead to future liability
        for
        the company.**
 
 Prior
        to
        our entry into the Agreement and Plan of Share Exchange on August 25, 2006,
        our
        predecessor company has been engaged in operations. Although for a period of two
        years after the Closing Date the major shareholders of our predecessor company
        will indemnify us against any loss, liability, claim, damage or expense arising
        out of or based on any breach of or inaccuracy in any of their representations
        and warranties made in the Share Exchange Agreement, any liabilities relating
        to
        such prior business against which we are not completely indemnified may have
        a
        material adverse effect on us.
  31
  **We
        may need additional capital, and the sale of additional shares or other equity
        securities could result in additional dilution to our
        shareholders.**
 
 We
        believe that our current cash and cash equivalents, anticipated cash flow
        from
        operations and the net proceeds from this offering will be sufficient to
        meet
        our anticipated cash needs for the near future. We may, however, require
        additional cash resources due to changed business conditions or other future
        developments, including any investments or acquisitions we may decide to
        pursue.
        If our resources are insufficient to satisfy our cash requirements, we may
        seek
        to sell additional equity or debt securities or obtain a credit facility.
        The
        sale of additional equity securities could result in additional dilution
        to our
        shareholders. The incurrence of indebtedness would result in increased debt
        service obligations and could result in operating and financing covenants
        that
        would restrict our operations. We cannot assure you that financing will be
        available in amounts or on terms acceptable to us, if at all.
 
 **You
        may face difficulties in protecting your interests, and your ability to protect
        your rights through the U.S. federal courts may be limited, because our
        subsidiaries are incorporated in non-U.S. jurisdictions, we conduct
        substantially all of our operations in China, and all of our officers reside
        outside the United States.**
 
 Although
        we are incorporated in Nevada, we conduct substantially all of our operations
        in
        China through our wholly owned subsidiaries in China. All of our officers
        reside
        outside the United States and some or all of the assets of those persons
        are
        located outside of the United States. As a result, it may be difficult or
        impossible for you to bring an action against us or against these individuals
        in
        China in the event that you believe that your rights have been infringed
        under
        the securities laws or otherwise. Even if you are successful in bringing
        an
        action of this kind, the laws of the PRC may render you unable to enforce
        a
        judgment against our assets or the assets of our directors and
        officers.
 
 As
        a
        result of all of the above, our public shareholders may have more difficulty
        in
        protecting their interests through actions against our management, directors
        or
        major stockholders than would shareholders of a corporation doing business
        entirely within the United States.
 
 **If
        we fail to maintain an effective system of internal controls, we may not
        be able
        to accurately report our financial results or prevent
        fraud.**
 
 We
        will
        be subject to reporting obligations under the U.S. securities laws. The
        Securities and Exchange Commission, or the SEC, as required by Section 404
        of
        the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company
        to
        include a management report on such company’s internal controls over financial
        reporting in its annual report, which contains management’s assessment of the
        effectiveness of the company’s internal controls over financial reporting. In
        addition, an independent registered public accounting firm must attest to
        and
        report on management’s assessment of the effectiveness of the company’s internal
        controls over financial reporting. These requirements will first apply to
        our
        annual report on Form 10-KSB for the fiscal year ending December 31, 2006.
        Our
        management may conclude that our internal controls over our financial reporting
        are not effective. Moreover, even if our management concludes that our internal
        controls over financial reporting are effective, our independent registered
        public accounting firm may still decline to attest to our management’s
        assessment or may issue a report that is qualified if it is not satisfied
        with
        our controls or the level at which our controls are documented, designed,
        operated or reviewed, or if it interprets the relevant requirements differently
        from us. Our reporting obligations as a public company will place a significant
        strain on our management, operational and financial resources and systems
        for
        the foreseeable future. Effective internal controls, particularly those related
        to revenue recognition, are necessary for us to produce reliable financial
        reports and are important to help prevent fraud. As a result, our failure
        to
        achieve and maintain effective internal controls over financial reporting
        could
        result in the loss of investor confidence in the reliability of our financial
        statements, which in turn could harm our business and negatively impact the
        trading price of our stock. Furthermore, we anticipate that we will incur
        considerable costs and use significant management time and other resources
        in an
        effort to comply with Section 404 and other requirements of the Sarbanes-Oxley
        Act.
 
 **We
        will incur increased costs as a result of being a public
        company.**
 
 As
        a
        public company, we will incur significant legal, accounting and other expenses
        that we did not incur as a private company. In addition, the Sarbanes-Oxley
        Act,
        as well as new rules subsequently implemented by SEC have required changes
        in
        corporate governance practices of public companies. We expect these new rules
        and regulations to increase our legal, accounting and financial compliance
        costs
        and to make certain corporate activities more time-consuming and costly.
        In
        addition, we will incur additional costs associated with our public company
        reporting requirements. We are currently evaluating and monitoring developments
        with respect to these new rules, and we cannot predict or estimate the amount
        of
        additional costs we may incur, or the timing of such costs.
  32
 
 **Item
                  7.**
              **Financial
                  Statements.**
 
 **The
        information required by Item 7 and an index thereto commences on the next
        page.**
  33
  **SHIMING
        U.S., INC. AND SUBIDIARIES**
 **CONSOLIDATED
        FINANCIAL STATEMENTS**
  **December
        31, 2006 And 2005**
  **Together
        With Report Of**
 **Independent
        Registered Public Accounting Firm**
 
  **SHIMING
        U.S., INC. AND SUBSIDIARIES**
  **INDEX
        TO CONSOLIDATED FINANCIAL STATEMENTS**
  Report
                  of Independent Registered Public Accounting Firm
              F-2Consolidated
                  Balance Sheet
              F-3Consolidated
                  Statements of Operations
              F-4Consolidated
                  Statements of Changes in Stockholders’ Equity
              F-5Consolidated
                  Statements of Cash Flows
              F-6Notes
                  to Consolidated Financial Statements
              F-7
  F-1
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Board of Directors and Shareholders
 Shiming
        U.S., Inc. And Subsidiaries
 
 We
        have
        audited the accompanying consolidated balance sheet of Shiming U.S., Inc.
        and
        Subsidiaries as of December 31, 2006, and the related consolidated statements
        of
        operations, stockholders’ equity, and cash flows for the each of the two years
        ended December 31, 2006. These consolidated financial statements are the
        responsibility of the Company’s management. Our responsibility is to express an
        opinion on these consolidated financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the
        consolidated statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the consolidated financial statements. An audit also includes assessing the
        accounting principles used and significant estimates made by management,
        as well
        as evaluating the overall consolidated financial statement presentation.
        We
        believe that our audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the consolidated financial position of
        Shiming U.S., Inc. and its subsidiaries as of December 31, 2006 and
        the results of its consolidated operations and its consolidated cash flows
        for
        each of the two years ended December 31, 2006 in conformity with accounting
        principles generally accepted in the United States of America.
 
 Gruber
        & Company, LLC
 Lake
        Saint Louis, Missouri 63367
 April
          6,
          2007 (except for notes 14 and 15 which are dated January 21,
          2008)
  F-2
  Shiming,
        U.S., Inc. and Subsidiaries
 Consolidated
        Balance Sheet
 December
        31, 2006
 (Restated)
 2006**Assets****Current
                      assets**Cash
                      and equivalents
                  
                  $
                  3,554,547Accounts
                      receivable
                  
                  
                  3,154,764Prepaid
                      expenses, deposits and other receivables - Third parties
                  
                  
                  528,098Prepaid
                      expenses, deposits and other receivables - Related parties
                  
                  
                  —Short-term
                      investment
                  
                  
                  12,741,447**Total
                      current assets**
                  
                  
                  19,978,856Property,
                      plant and equipment, net
                  
                  
                  2,750,346Intangible
                      assets, net
                  
                  
                  5,393,306**Total
                      assets**
                  
                  
                  28,122,508**Liabilities
                      and stockholders' equity****Current
                      liabilities**Accounts
                      payable and accrued expenses
                  
                  
                  141,134Deferred
                      revenues
                  
                  
                  —Short-term
                      loans
                  
                  
                  38,580Due
                      to related parties
                  
                  
                  538,981**Total
                      current liabilities**
                  
                  
                  718,695Long-term
                      loans
                  
                  
                  154,320**Total
                      liabilities**
                  
                  
                  873,015**Stockholders'
                      equity**Preferred
                      stock, $.001 par value, 25,000,000 shares authorized;
                  
                  
                  —no
                      shares issued and outstandingCommon
                      stock; $.001 par value; 175,000,000 shares authorized;66,693,834
                      shares issued and outstanding
                  
                  
                  66,694Additional
                      paid-in capital
                  
                  
                  15,097,585Donated
                      capital
                  
                  
                  —Statutory
                      surplus reserve fund
                  
                  
                  1,889,229Retained
                      earnings
                  
                  
                  9,134,010Accumulated
                      other comprehensive income
                  
                  
                  1,061,975**Total
                      stockholders' equity**
                  
                  
                  27,249,493**Total
                      liabilities and stockholders' equity**
                  
                  $
                  28,122,508
  See
        accompanying notes to consolidated financial statements
  F-3
  Shiming,
        U.S., Inc. and Subsidiaries
 Consolidated
        Statements of Operations
 For
        the
        Years Ended December 31, 2006 and 2005
 (Restated)
 2006
                  
                  Restated 2005Revenues,
                      net
                  
                  $
                  5,532,601
                  
                  $
                  —Cost
                      of revenues
                  
                  
                  792,078
                  
                  
                  —Gross
                      profit
                  
                  
                  4,740,523
                  
                  
                  —ExpensesSelling
                  
                  
                  42,530
                  
                  
                  —General
                      and administrative
                  
                  
                  2,691,130
                  
                  
                  —Total
                      operating expenses
                  
                  
                  2,733,660
                  
                  
                  —Income
                      from operations
                  
                  
                  2,006,863
                  
                  
                  —Other
                      income (expense)Other
                      income
                  
                  
                  509,045
                  
                  
                  —Interest
                      expense
                  
                  
                  (12,050
                  )
                  
                  —Total
                      other income (expense)
                  
                  
                  496,995
                  
                  
                  —Income
                      from continuing operations before income tax
                  
                  
                  2,503,858
                  
                  
                  —Income
                      tax
                  
                  
                  —
                  
                  
                  —Income
                      from continuing operations
                  
                  
                  2,503,858
                  
                  
                  —Income
                      from discontinued operations
                  
                  
                  —
                  
                  
                  2,606,184Net
                      income
                  
                  $
                  2,503,858
                  
                  $
                  2,606,184Earnings
                      per shareIncome
                      from continuing operations
                  
                  $
                  0.042
                  
                  $
                  —Income
                      from discontinued operations
                  
                  
                  —
                  
                  
                  0.045Weighted
                      average common shares outstanding
                  
                  
                  59,193,834
                  
                  
                  57,693,834
 See
        accompanying notes to consolidated financial statements
  F-4
  Shiming,
        U.S., Inc. and Subsidiaries
 Statements
        of Cash Flows
 (Restated)
  For
                      the years endedDecember
                      31,2006
                  
                  2005**Cash
                      flows from operating activities**Net
                      income
                  
                  $
                  2,503,858
                  
                  $
                  —Adjustments
                      to reconcile net loss to net cash used inoperating
                      activities:Income
                      from discontinued operations
                  
                  
                  —
                  
                  
                  2,606,184Depreciation
                      and amortization
                  
                  
                  1,435,765
                  
                  
                  1,437,778Written-off
                      intangible asset
                  
                  
                  —
                  
                  
                  953,919Changes
                      in assets and liabilities:Accounts
                      receivable
                  
                  
                  (1,220,096
                  )
                  
                  1,006,496Prepaid
                      expenses
                  
                  
                  526,814
                  
                  
                  (252,715
                  )Accounts
                      payable and accruals
                  
                  
                  (150,330
                  )
                  
                  (12,030
                  )Deferred
                      revenues
                  
                  
                  (25,934
                  )
                  
                  (52,815
                  )Net
                      cash provided by operating activities
                  
                  
                  3,070,077
                  
                  
                  5,686,817Cash
                      flow from investing activitiesPurchase
                      of short term investments
                  
                  
                  (186,446
                  )
                  
                  (9,563,612
                  )Purchase
                      of property and equipment
                  
                  
                  (16,103
                  )
                  
                  (2,066
                  )Loan
                      repaid by a third party
                  
                  
                  —
                  
                  
                  2,854,364Net
                      cash (used in)/provided by investing activities
                  
                  
                  (
                      202,549
                  )
                  
                  (6,711,314
                  )Cash
                      flow from financing activitiesAdvances
                      from related party
                  
                  
                  174,498
                  
                  
                  4,852,931Principal
                      paid on long-term loans
                  
                  
                  (38,425
                  )
                  
                  (36,991
                  )Repayment
                      to related parties
                  
                  
                  —
                  
                  
                  (3,407,467
                  )Net
                      cash (used in)/from financing activities
                  
                  
                  136,073
                  
                  
                  1,408,473Net
                      change in cash
                  
                  
                  3,003,601
                  
                  
                  383,976Cash,
                      beginning of year
                  
                  
                  550,946
                  
                  
                  166,970Cash,
                      end of year
                  
                  $
                  3,554,547
                  
                  $
                  550,946Supplemental
                      disclosure of cash flow information:Cash
                      paid for income taxes
                  
                  
                  —
                  
                  
                  —Cash
                      paid for interest
                  
                  $
                  11,868
                  
                  $
                  12,000
 
 See
        accompanying notes to consolidated financial statements
  F-5
  Shiming
        U.S., Inc. and Subsidiaries
 Consolidated
        Statement of Changes in Stockholders' Deficit
 For
        the
        Year Ended December 31, 2006
 (Restated)
  StatutoryAdditional
                  
                  Surplus
                  
                  Retained
                  
                  Other
                  
                  TotalPreferred Stock
                  
                  Common
                  
                  Paid-in
                  
                  Reserve
                  
                  Earnings
                  
                  Comprehensive
                  
                  Stockholders'Shares
                  
                  Stock
                  
                  Shares
                  
                  Stock
                  
                  Capital
                  
                  Fund
                  
                  (Deficit)
                  
                  Income
                  
                  DeficitBalance,
                      December 31, 2004
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  1,116,000
                  
                  $
                  1,116
                  
                  $
                  15,163,163
                  
                  $
                  1,047,819
                  
                  $
                  4,865,378
                  
                  $
                  
                  
                  $
                  21,077,476Transfer
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  391,000
                  
                  
                  (391,000
                  )
                  
                  
                  
                  
                  —Net
                      loss for the year
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  2606,184
                  
                  
                  
                  
                  
                  2,606,184Balance,
                      December 31, 2005
                  
                  
                  —
                  
                  
                  —
                  
                  
                  1,116,000
                  
                  
                  1,116
                  
                  
                  15,163,163
                  
                  
                  1,438,819
                  
                  
                  7,080,562
                  
                  
                  
                  
                  
                  23,683,660Recapitalization
                      on reverse acquisition
                  
                  
                  
                  
                  
                  
                  
                  
                  65,577,834
                  
                  
                  65,578
                  
                  
                  (65,578
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  —Transfer
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  450,410
                  
                  
                  (450,410
                  )
                  
                  
                  
                  
                  —Change
                      in exchange rate
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,061,975
                  
                  
                  1,061,975Net
                      income for the year
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  2,503,858
                  
                  
                  
                  
                  
                  2,503,858Balance,
                      December 31, 2006
                  
                  
                  —
                  
                  $
                  —
                  
                  
                  66,693,834
                  
                  $
                  66,694
                  
                  $
                  15,097,585
                  
                  $
                  1,889,229
                  
                  $
                  9,134,010
                  
                  $
                  1,061,975
                  
                  $
                  27,249,493
  See
        accompanying notes to consolidated financial statements
  F-6




**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





1.
      The
      Company





Shiming,
      U.S., Inc. (formerly Argenta Systems, Inc.) is a consumer electronics maker
      based in China, with a particular focus on the development and manufacture
      of
      competitively-priced liquid crystal display (LCD) products, including
      high-definition TV’s (HDTV) and computer monitors. Shiming was originally formed
      in 1999 as Shanxi Shiming Science & Technology Joint Stock Company, Ltd.
      under the laws of the PRC. In November, 2006, the Company combined with Argenta
      Systems, Inc., a corporation incorporated in Nevada on June 1, 1999. On March
      5,
      2007, the Company changed its name to Shiming, U.S., Inc.





2.
      Summary of Significant Accounting Policies





(a)
      Basis
      of Presentation





The
      accompanying consolidated financial statements are prepared in accordance with
      the accounting principles generally accepted in the United States of America
      (“US GAAP”). The consolidated financial statements include the accounts of
      Shiming, U.S., Inc. and its wholly owned subsidiaries. All material intercompany
      balances and transactions have been eliminated from the consolidated financial
      statements.





(b)
      Use
      of Estimates





In
      preparing consolidated financial statements in conformity with US GAAP,
      management is required to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and revenues
      and
      expenses during the reported periods. Significant estimates include
      depreciation. Actual results could differ from those estimates.





(c)
      Cash
      and Cash Equivalents





The
      Company considers all highly liquid investments with original maturities of
      three months or less at the time of purchase to be cash equivalents. As of
      December 31, 2006, the Company did not have any cash equivalents.





(d)
      Short-term Investment





The
      Company classifies its short-term investment as held-to-maturity debt securities
      and is measured at amortized cost (which approximates fair value) with interest
      and realized gains and losses, if any, reported in non-operating income in
      the
      income statement.




F-7


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





(e)
      Allowance for Doubtful Accounts





The
      Company recognizes an allowance for doubtful accounts to ensure accounts
      receivable are not overstated due to uncollectibility. An allowance for doubtful
      accounts is maintained for all customers based on a variety of factors,
      including the length of time the receivables are past due, significant one-time
      events and historical experience. An additional reserve for individual accounts
      is recorded when the Company becomes aware of a customer’s inability to meet its
      financial obligations, such as in the case of bankruptcy filings or
      deterioration in the customer’s operating results or financial position. If
      circumstances related to customers change, estimates of the recoverability
      of
      receivables would be further adjusted. There was no allowance for doubtful
      accounts as of December 31, 2006.





(f)
      Property, Plant and Equipment





Property,
      plant and equipment is stated at cost. Depreciation is provided principally
      by
      use of the straight-line method over the useful lives of the related assets,
      except for leasehold properties, which are depreciated over the terms of their
      related leases or their estimated useful lives, whichever is less. Expenditures
      for maintenance and repairs, which do not improve or extend the expected useful
      life of the assets, are expensed to operations while major repairs are
      capitalized.





The
      estimated useful lives are as follows:





YearsBuildings
                and leasehold improvements
            
            5
                -
                44Fixtures
                and equipment
            
            5Motor
                Vehicles
            
            5Computer
                equipment
            
            3





The
      gain
      or loss on disposal of property, plant and equipment is the difference between
      the net sales proceeds and the carrying amount of the relevant assets, and,
      if
      any, is recognized in the statement of operations.





(g)
      Intangible Assets





Intangible
      assets consist of land use right  and
      is
      amortized using the straight-line method over their estimated useful life of
      44
      years.




F-8


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





(h)
      Impairment of Assets





In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144,
      "Accounting for Impairment or Disposal of Long-Lived Assets", the Company
      evaluates its long-lived assets to determine whether later events and
      circumstances warrant revised estimates of useful lives or a reduction in
      carrying value due to impairment. If indicators of impairment exist and if
      the
      value of the assets is impaired, an impairment loss would be recognized. As
      of
      December 31, 2006, no impairment loss has been recognized.





(i)
      Income Taxes





The
      Company accounts for income taxes under SFAS No. 109, "Accounting for Income
      Taxes". Under SFAS No. 109, deferred tax assets and liabilities are recognized
      for the future tax consequences attributable to differences between the
      financial statement carrying amounts of existing assets and liabilities and
      their respective tax bases. Deferred tax assets and liabilities are measured
      using enacted tax rates expected to apply to taxable income in the years in
      which those temporary differences are expected to be recovered or settled.
      Under
      SFAS No. 109, the effect on deferred tax assets and liabilities of a change
      in
      tax rates is recognized in income in the period that includes the enactment
      date.





(j)
      Revenue Recognition





Revenue
        is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue
        Recognition in Financial Statements”. The Company recognizes revenue when the
        significant risks and rewards of ownership have been transferred to the customer
        pursuant to applicable laws and regulations, including factors such as when
        there has been evidence of a sales arrangement, the performance has occurred,
        or
        service have been rendered, the price to the buyer is fixed or determinable,
        and
        collectability is reasonably assured.





Revenue
        from goods sold is recognized when title has passed to the purchaser, which
        generally is at the time of delivery. Under the Company’s customary terms of
        sales, payment is due upon delivery, when title of the goods passes to the
        customer, at which point revenue is recognized. The Company does not allow
        returns except when: (a) for any particular order, the customer can substantiate
        that at least 10% of the goods delivered are defective or otherwise
        non-conforming; or (b) with the Company’s express consent. Since inception, the
        Company has experienced negligible rate of returns. The Company does incentivize
        its customers to remit payment in advance of delivery by offering discounts.
        The
        amount of discount is normally dependent on the product type and is calculated
        to mirror the bank interest rate for the period of time from the actual payment
        date to the contracted payment date. The Company may also increase the amount
        of
        early payment discount offered to certain customers that the Company determines
        may present a collection risk in order to encourage payment. At the end of
        a
        fiscal year, the Company tallies each customer’s total orders for that year, and
        will offer price incentives to the major customers for future orders, based
        on
        order size and product type.





(k)
      Foreign Currency Transactions





The
      Company’s functional currency is Renminbi (“RMB”) and its reporting currency is
      U.S. dollars. The Company’s consolidated, balance sheet accounts are translated
      into U.S. dollars at the year-end exchange rates and all revenue and expenses
      are translated into U.S. dollars at the average exchange rates prevailing during
      the periods in which these items arise. Translation gains and losses are
      deferred and accumulated as a component of other comprehensive income in
      stockholders’ equity. Transaction gains and losses that arise from exchange rate
      fluctuations from transactions denominated in a currency other than the
      functional currency are included in the statement of operations as
      incurred.





The
      PRC
      government imposes significant exchange restrictions on fund transfers out
      of
      the PRC that are not related to business operations. These restrictions have
      not
      had a material impact on the Company because it has not engaged in any
      significant transactions that are subject to the restrictions.




F-9


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





(l)
      Fair
      Value of Financial Instruments





SFAS
      No.
      107, “Disclosures about Fair Values of Financial Instruments”, requires
      disclosing fair value to the extent practicable for financial instruments that
      are recognized or unrecognized in the balance sheet. The fair value of the
      financial instruments disclosed herein is not necessarily representative of
      the
      amount that could be realized or settled, nor does the fair value amount
      consider the tax consequences of realization or settlement.





For
      certain financial instruments, including cash, accounts and other receivables,
      accounts payable, accruals and other payables, it was assumed that the carrying
      amounts approximate fair value because of the near term maturities of such
      obligations. The carrying amounts of long-term loans approximate fair value
      as
      the interest on these loans is minimal.





(m)
      Earnings Per Share





Basic
      earnings per share is computed by dividing the earnings for the year by the
      weighted average number of common shares outstanding for the period. Diluted
      earnings per share reflects the potential dilution of securities by including
      other potential common stock, including stock options and warrants, in the
      weighted average number of common shares outstanding for a period, if
      dilutive.





(n)
      Accumulated Other Comprehensive Income





Accumulated
      other comprehensive income represents the change in equity of the Company during
      the periods presented from foreign currency translation adjustments.





(o)
      Profit Appropriation





In
      accordance with PRC regulations, the Company is required to make appropriations
      to the statutory surplus reserve and statutory public welfare fund, based on
      after-tax net income determined in accordance with PRC GAAP. They are
      non-distributable other than in liquidation.





Appropriation
      to the statutory surplus reserve should be at least 10% of the after-tax net
      income determined in accordance with the PRC GAAP until the reserve is equal
      to
      50% of the entity’s registered capital. The profit appropriations made to the
      statutory surplus reserve fund for the years ended December 31, 2006 and 2005
      amounted to approximately $299,000 and $261,000 respectively.





Appropriations
      to the statutory public welfare fund are made on the same basis as statutory
      surplus fund, at 5% and are generally optional at the discretion of the Board
      of
      Directors. The profit appropriations made to the statutory public welfare fund
      for each of the years ended December 31, 2006 and 2005 amounted to approximately
      $149,000 and $130,000, respectively.




F-10


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





(p)
      Stock-Based Compensation





In
      March
      2004, the FASB issued a proposed statement, Share-Based Payment, which addresses
      the accounting for share-based payment transactions in which an enterprise
      receives employee services in exchange for equity instruments of the enterprise
      or liabilities that are based on the grant-date fair value of the enterprise's
      equity instruments or that may be settled by the issuance of such equity
      instruments. The proposed statement would eliminate the ability to account
      for
      share-based compensation transactions using Accounting Principles Board ("APB")
      Opinion No. 25, Accounting for Stock Issued to Employees, and generally would
      require instead that such transactions be accounted for using a fair-value-based
      method. In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment,
      which is a revision of SFAS No. 123. Generally, the approach in SFAS No. 123(R)
      is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R)
      requires all share-based payments to employees, including grants of employee
      stock options, to be recognized in the income statement based on their
      grant-date fair values. Pro forma disclosure is no longer an alternative.





As
      permitted by SFAS No. 123, for 2005, the Company accounted for share-based
      payments to employees using APB Opinion No. 25's intrinsic value method and,
      as
      such, generally recognized no compensation cost for employee stock options.





Effective
      January 1, 2006, we have adopted SFAS No. 123(R)'s fair value method of
      accounting for share based payments. Accordingly, the adoption of SFAS No.
      123(R)'s fair value method may have a significant impact on the Company's
      results of operations as we are required to recognize the cost of employee
      services received in exchange for awards of equity instruments based on the
      grant-date fair value of those awards. SFAS No. 123(R) permits public companies
      to adopt its requirements using either the "modified prospective" method or
      the
      "modified retrospective" method.





The
      Company adopted SFAS No. 123(R) using the modified prospective method. In April
      2005, the SEC delayed the effective date of SFAS No. 123(R), which is now
      effective for public companies for annual, rather than interim periods that
      begin after June 15, 2005. The impact of the adoption of SFAS No. 123(R) cannot
      be predicted at this time because it will depend on levels of share-based
      payments granted in the future.





(q)
        Inventory





The
        Company manufactures either as an original equipment manufacturer (“OEM”) or per
        specific sales orders. As OEM, the Company only manufactures such number
        of
        units of products as it is contracted to produce, with each OEM customer
        providing all the parts and materials required to fulfill the particular
        order.
        Accordingly, the Company’s OEM operation does not carry inventory. For sales
        orders, the Company’s manufacturing capacity is such that it can meet demands
        under most circumstances, and are thus able to control production volume
        to
        minimize - and for fiscal 2006, eliminate - the need to carry any
        inventory.




F-11


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





(r)
      New
      Accounting Pronouncements





In
      March
      2004, the FASB approved the consensus reached on the Emerging Issues Task Force
      (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and
      Its
      Application to Certain Investments." The objective of this Issue is to provide
      guidance for identifying impaired investments. EITF 03-1 also provides new
      disclosure requirements for investments that are deemed to be temporarily
      impaired. In September 2004, the FASB issued a FASB Staff Position (FSP) EITF
      03-1-1 that delays the effective date of the measurement and recognition
      guidance in EITF 03-1 until after further deliberations by the FASB. The
      disclosure requirements are effective only for annual periods ending after
      June
      15, 2004. The Company has evaluated the impact of the adoption of the disclosure
      requirements of EITF 03-1 and does not believe it will have an impact to the
      Company's overall combined results of operations or combined financial position.
      Once the FASB reaches a final decision on the measurement and recognition
      provisions, the Company will evaluate the impact of the adoption of EITF 03-1.





In
      November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment
      of
      ARB No. 43, Chapter 4”, (" SFAS No. 151"). The amendments made by SFAS 151
      clarify that abnormal amounts of idle facility expense, freight, handling costs,
      and wasted materials (spoilage) should be recognized as current-period charges
      and require the allocation of fixed production overheads to inventory based
      on
      the normal capacity of the production facilities. The guidance is effective
      for
      inventory costs incurred during fiscal years beginning after June 15, 2005.
      Earlier application is permitted for inventory costs incurred during fiscal
      years beginning after November 23, 2004. The Company has evaluated the impact
      of
      the adoption of SFAS 151, and does not believe the impact will be significant
      to
      the Company's overall results of operations or financial position.





In
      December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
      Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
      152") SFAS 152 amends SFAS No. 66, "Accounting for Sales of Real Estate", to
      reference the financial accounting and reporting guidance for real estate
      time-sharing transactions that is provided in AICPA Statement of Position (SOP)
      04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152 also
      amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of
      Real
      Estate Projects", to state that the guidance for (a) incidental operations
      and
      (b) costs incurred to sell real estate projects does not apply to real estate
      time-sharing transactions. The accounting for those operations and costs is
      subject to the guidance in SOP 04-2. SFAS 152 is effective for financial
      statements for fiscal years beginning after June 15, 2005, with earlier
      application encouraged. The Company has evaluated the impact of the adoption
      of
      SFAS 152, and does not believe the impact will be significant if any, to the
      Company's overall results of operations or financial position since the Company
      does not enter into such transactions.




F-12


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





In
      December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
      an
      amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions."
      The
      amendments made by SFAS 153 are based on the principle that exchanges of
      nonmonetary assets should be measured based on the fair value of the assets
      exchanged. Further, the amendments eliminate the narrow exception for
      nonmonetary exchanges of similar productive assets and replace it with a broader
      exception for exchanges of nonmonetary assets that do not have commercial
      substance. Previously, Opinion 29 required that the accounting for an exchange
      of a productive asset for a similar productive asset or an equivalent interest
      in the same or similar productive asset should be based on the recorded amount
      of the asset relinquished. Opinion 29 provided an exception to its basic
      measurement principle (fair value) for exchanges of similar productive assets.
      That exception required that some nonmonetary exchanges, although commercially
      substantive, to be recorded on a carryover basis. By focusing the exception
      on
      exchanges that lack commercial substance, the FASB believes SFAS No.153 produces
      financial reporting that more faithfully represents the economics of the
      transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring
      in fiscal periods beginning after June 15, 2005. Earlier application is
      permitted for nonmonetary asset exchanges occurring in fiscal periods beginning
      after the date of issuance. The provisions of SFAS No.153 shall be applied
      prospectively. The Company has evaluated the impact of the adoption of SFAS
      153,
      and does not believe the impact will be significant to the Company's overall
      results of operations or financial position.





In
      December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment"
      ("SFAS 123(R)"). SFAS 123(R) will provide investors and other users of financial
      statements with more complete and neutral financial information by requiring
      that the compensation cost relating to share-based payment transactions be
      recognized in financial statements. That cost will be measured based on the
      fair
      value of the equity or liability instruments issued. SFAS 123(R) covers a wide
      range of share-based compensation arrangements including share options,
      restricted share plans, performance-based awards, share appreciation rights,
      and
      employee share purchase plans. SFAS 123(R) replaces SFAS No. 123, "Accounting
      for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting
      for Stock Issued to Employees". SFAS 123, as originally issued in 1995,
      established as preferable a fair-value-based method of accounting for
      share-based payment transactions with employees. However, that statement
      permitted entities the option of continuing to apply the guidance in Opinion
      25,
      as long as the footnotes to financial statements disclosed what net income
      would
      have been had the preferable fair-value-based method been used. Public entities
      (other than those filing as small business issuers) will be required to apply
      SFAS 123(R) as of the first interim or annual reporting period that begins
      after
      June 15, 2005. This pronouncement is effective for the Company, a small business
      issuer, as of the first interior annual reporting period that begins after
      December 15, 2005. The Company has evaluated the impact of the adoption of
      SFAS
      123(R), and does not believe the impact will be significant to the Company's
      overall results of operations or financial position.





In
      May,
      2005, The FASB issued SFAS No. 154, entitled Accounting Changes and Error
      Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3.
      This
      Statement replaces APB Opinion No. 20, Accounting Changes and FASB Statement
      No.
      3, Reporting Accounting Changes in Interim Financial Statements, and changes
      the
      requirements for the accounting for and reporting of a change in accounting
      principle. This statement applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. Opinion 20 previously required that most voluntary changes in
      accounting principle be recognized by including in net income of the period
      of
      the change the cumulative effect of changing to the new accounting principle.
      This Statement requires retrospective application to prior periods’ financial
      statements of changes in accounting principle, unless it is impracticable to
      determine either the period-specific effects or the cumulative effect of the
      change. This Statement defines as the application of a different accounting
      principle to prior accounting periods as if that principle had always been
      used
      or as the adjustment of previously issued financial statements to reflect a
      change in the reporting entity. This statement also redefines restatement as
      the
      revising of previously issued financial statements to reflect the correction
      of
      an error. The adoption of SFAS 154 did not impact the financial statements.




F-13


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





In
      February, 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Statements”. SFAS No. 155 amends SFAS No. 133, “Accounting for
      Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”.
      SFAS No. 155, permits fair value measurement for any hybrid financial instrument
      that contains an embedded derivative that otherwise would require bifurcation,
      clarifies which interest-only strips and principal-only strips are not subject
      to the requirements of SFAS No. 133, establishes a requirement to evaluate
      interest in securitized financial assets to identify interests that are
      freestanding derivatives or that are hybrid financial statements that contain
      an
      embedded derivative requiring bifurcation, clarifies that concentrations of
      credit risk in the form of subordination are not embedded derivatives, and
      amends SFAS No. 140 to eliminate the prohibition on the qualifying
      special-purpose entity from holding a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument. This statement is effective for all financial instruments acquired
      or issued after the beginning of the Company’s first fiscal year that begins
      after September 15, 2006. Management believes that this statement will not
      have
      a significant impact on the financial statements.





In
      March,
      2006 FASB issued SFAS 156 “Accounting For Servicing of Financial Assets” this


Statement
      amends FASB Statement No. 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishment of Liabilities”, with respect to the
      accounting for separately recognized servicing assets and servicing liabilities.
      This Statement:





Requires
      an entity to recognize a servicing asset or servicing liability each time it
      undertakes an obligation to service a financial asset by entering into a
      servicing contract.





Requires
      all separately recognized servicing assets and servicing liabilities to be
      initially measured at fair value, if practicable.





Permits
      an entity to choose “Amortization method” or “Fair value measurement method” for
      each class of separately recognized servicing assets and servicing
      liabilities.





At
      its
      initial adoption, permits a one-time reclassification of available-for-sale
      securities to trading securities by entities with recognized servicing rights,
      without calling into question the treatment of other available-for-sale
      securities under Statement 115, provided that the available-for-sale securities
      are identified in some manner as offsetting the entity’s exposure to changes in
      fair value of servicing assets or servicing liabilities that a servicer elects
      to subsequently measure at fair value.




F-14


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





Requires
      separate presentation of servicing assets and liabilities subsequently measured
      at fair value in the statement of financial position and additional disclosures
      for all separately recognized servicing assets and servicing
      liabilities.





Management
      believes that this statement will not have a significant impact on the financial
      statements.





In
      September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (GAAP), and expands disclosures about
      fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. This Statement is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. Management is currently
      evaluating the effect of this pronouncement on financial
      statements.





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
      overfunded or underfunded 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. 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.
      The management is currently evaluating the effect of this pronouncement on
      financial statements.




F-15


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**





**3.
      Short-term Investment, at cost**





The
        short-term investment has a fixed return of 3.5% per annum and will mature
        on
        various dates within the next twelve months.





**4.
      Property, Plant and Equipment, net**





CostBuildings
                and leasehold improvements
            
            
            966,612Fixtures
                and equipment
            
            
            6,601,292Motor
                vehicle
            
            
            102,880Computer
                equipment
            
            
            39,4117,710,195Accumulated
                depreciationBuildings
                and leasehold improvements
            
            
            99,684Fixtures
                and equipment
            
            
            4,773,077Motor
                vehicle
            
            
            56,584Computer
                equipment
            
            
            30,5044,959,849Carrying
                valueBuildings
                and leasehold improvements
            
            
            866,928Fixtures
                and equipment
            
            
            1,828,215Motor
                vehicle
            
            
            46,296Computer
                equipment
            
            
            8,9072,750,346





Depreciation
      expense for each of the years ended December 31, 2006 and 2005 was approximately
      $1,372,000 and $1,314,000, respectively.




F-16


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**





**5.
      Intangible Assets, net**





CostLand
                use right
            
            
            5,707,027Less
                - Accumulated amortization
            
            
            313,7215,393,306





Amortization
        expense for each of the years ended December 31, 2006 and 2005 amounted to
        approximately $130,000 and $177,000 respectively. The amortization periods
        of
        land use right is 44 years. The estimated amortization expenses for the five
        years ending December 31, 2007, 2008, 2009 and 2010 amount to approximately
        $130,000, $130,000, $130,000, and $130,000, respectively.





During
      the year ended December 31, 2005, the Company’s management determined that it
      would not pursue the broadband service business. As a result of this decision,
      the remaining net book value of the technology associated with the broad band
      service business was impaired in the amount of $953,919. The impairment of
      this
      intangible asset is included in general and administrative expenses on the
      statement of operations. The Company is not required to disclose business
      segments in accordance with Statement of Financial Accounting Standards 131
      (SFAS 131).





**6.
      Short-term / Long-term loans**





Long-term
                loans
            
            
            192,900Less
                - current portion
            
            
            38,580154,320





The
      loans
      are unsecured, bear interest at 0.26% per month and are repayable monthly from
      April 26, 2002 to April 26, 2012.





Further
      minimum principal payments under the long-term loans as of December 31, 2006
      are
      as follows:-





2007
            
            
            37,0002008
            
            
            37,0002009
            
            
            37,0002010
            
            
            37,0002011-2012
            
            
            44,900192,900




F-17


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**





**7.
      Income Taxes**





The
      Company’s operating subsidiaries are subject to PRC Income Tax. Pursuant to the
      PRC Income Tax Laws, the prevailing statutory rate of enterprise income tax
      is
      33% (30% national income tax plus 3% local income tax).





Pursuant
      to the relevant laws and regulations in the PRC, the Company‘s subsidiary,
      Shaanxi Shiming is entitled to an exemption from PRC income tax starting from
      its first profitable year to December 31, 2006.





Pursuant
      to the relevant laws and regulations in the PRC, the Company‘s subsidiary,
      Shenzhen Seathan is entitled to an exemption from PRC income tax starting from
      its first two profitable year to December 31, 2008. Shenzhen Seathan is then
      entitled to a 50% exemption from January 1, 2009 onwards.





A
      reconciliation between taxes computed at the statutory rate of 33% and the
      Company’s effective tax rate is as follows:





December
                31,2006
            
            2005US$
            
            US$Income
                before income tax
            
            
            2,503,858
            
            
            2,606,184Income
                tax on pretax income at statutory rate
            
            
            826,273
            
            
            860,000Tax
                effect of exemptions
            
            
            (826,273
            )
            
            (860,000
            )-
            
            
            -
            
            
            -





The
      Company’s subsidiary, Shaanxi Shiming is also subject to value-added tax
      (“VAT”). Pursuant to a document obtained from Tax Bureau in Xi’an, the Company’s
      subsidiary, Shaanxi Shiming is entitled to an exemption from VAT for sales
      transactions incurred before December 31, 2006. The exemption applied to 2003,
      2004, 2005 and 2006. The tax liabilities for the mentioned periods were borne
      by
      its customers.





**8.
      Retirement and Welfare Benefits**





The
      Company has no retirement plans or post-employment benefit for its employees.





**9.
      Related Party Transactions**





Purchase
      from Shenzhen Yaxun of $640,873 had been prepaid in 2005, as of December 31,
      2006, the Company has no balances with Shenzhen Yaxun.





Purchases
      during the year




December
                31,2006
            
            2005US$’
            
            US$’Purchase
                from Yaxun640,873
            
            
            3,432,436





The
      balance due to related parties at December 31, 2006 was mainly due to Mr. Wang
      Shiming, Chairman of the Company. The payable has no stated terms for repayment
      and are not interest bearing.




F-18


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO FINANCIAL STATEMENTS (continued)**





**10.
      Concentrations and Credit Risk**





The
      Company operates principally in the PRC and grants credit to its customers
      in
      this geographic region. Although the PRC is economically stable, it is always
      possible that unanticipated events in foreign countries could disrupt the
      Company’s operations.





Financial
      instruments that potentially subject the Company to a concentration of credit
      risk consist of cash and accounts receivable.





At
      December 31, 2006 the Company had credit risk exposure of uninsured cash in
      banks of approximately $3,555,000.





A
      substantial portion of revenue was generated from three customers for the years
      ended December 31, 2006 and 2005. For the year ended December 31, 2006 these
      three customers accounted for approximately $1,655,159 (29%), $1,478,615 (26%)
      and $2,398,827 (45%) of total sales, respectively. For the year ended December
      31, 2005, two customers accounted for approximately $6,921,000 (56%) and
      $5,339,000 (44%) of total sales, respectively.





At
      December 31, 2006, these two customers accounted for 52% and 48% of accounts
      receivable, respectively.





The
      Company does not require collateral to support financial instruments that are
      subject to credit risk.





**11.
      Commitments and Contingencies**





As
      of
      December 31, 2006, the Company leased land under an operating lease agreement
      expiring in 2013.





Rental
      expenses for the years ended December 31, 2006 and 2005 amounted to $43,000
      and
      $43,000, respectively and are included in general and administrative expenses
      on
      the statement of operations.





The
      leased land above was sub-leased to a third party with rental income of $158,000
      for 3 years. The rental income was received by the Company and credited to
      the
      statement of operations over the sub-lease term. Rental income for the year
      ended December 31, 2006 and 2005 amount to $26,500 and $53,000,
      respectively.





The
      Company leases a facility in Shenzhen, China which houses its manufacturing
      operations. The lease is renewable annually. The annual rental expense for
      this
      facility is $90,000. The Company also leases office space in Shenzhen, China
      which houses its corporate headquarters. The lease is for a term of two years,
      which expires in April, 2008.





The
      future minimum lease payments under the above-mentioned leases as of December
      31, 2006 are as follows:-





Year
                ending December 31,
            
            US$2007
            
            
            133,0002008
            
            
            73,0002009
            
            
            43,00020010
            
            
            43,0002011-2013
            
            
            101,000393,000





As
      of
      December 2006 and 2005, the Company did not have any contingent
      liabilities.




F-19


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**





**12.
      Variable Interest Entities**





In
      January, 2003, the Financial Accounting Standards Board (FASB) issued
      Interpretation 46, Consolidation of Variable Interest Entities, an
      interpretation of ARB No. 151(FIN 46). In December, 2003, the FASB modified
      FIN
      46 to make certain technical corrections and address certain implementation
      issues that had arisen. FIN 46 provides a new framework for identifying variable
      interest entities (VIE’s) and determining when a company should include the
      assets, liabilities, noncontrolling interests and results of activities of
      a VIE
      in its consolidated financial statements.





In
      general, a VIE is a corporation, partnership, limited-liability corporation,
      trust, or any other legal structure used to conduct activities or hold assets
      that either (1) has an insufficient amount of equity to carry out its principal
      activities without additional subordinated financial support, (2) has a group
      of
      equity owners that are unable to make significant decisions about its
      activities, or (3) has a group of equity owners that do not have the obligation
      to absorb losses or the right to receive returns generated by its
      operations.





FIN
      46
      requires a VIE to be consolidated by the party with an ownership, contractual
      or
      other financial interest in the VIE (a variable interest holder) that will
      absorb a majority of the risk of loss from the VIE’s activities, is entitled to
      receive a majority of the VIE’s residual returns (if no other variable interests
      absorb a majority of the VIE’s losses), or both. A variable interest holder that
      consolidates the VIE is called the primary beneficiary. Upon consolidation,
      the
      primary beneficiary generally must initially record all of the VIE’s assets,
      liabilities, and noncontrolling interests at fair value and subsequently account
      for the VIE as if it were consolidated based on majority voting interest. FIN
      46
      also requires disclosures about VIEs that the variable interest holder is not
      required to consolidate but in which it has a significant variable interest.





FIN
      46
      was effective immediately for VIEs created after January 31, 2003. For VIEs
      created before January 31, 2003, the provisions of FIN 46, as revised, were
      adopted as of March 31, 2004. The adoption of FIN 46 did not have significant
      effect on the Company’s financial statements.





On
      March
      29, 2006, the Company and its wholly owned subsidiary, Shiming Science and
      Technology Joint Stock Company Limited formed a new company, Shenzhen Seathan
      Technology Co., Ltd. The Company owns 30% of the new company, and Shiming
      Science and Technology Joint Stock Company Limited owns 70% of the new company.
      Upon the adoption of FIN 46, the Company will consolidate Shenzhen Seathan
      Technology Co. Ltd since it was determined to be a variable interest entity
      and
      the Company is its primary beneficiary.





**13.
      Acquisition**





On
        August
        26, 2006, Argenta Systems, Inc. a Nevada Corporation (“Argenta”) entered into an
        Agreement and Plan of Share Exchange with certain significant stockholders
        of
        Argenta (collectively, the “Argenta Shareholders”), Shiming (Cayman) Ltd., a
        Cayman Islands limited liability company (“Shiming Cayman”), and each of the
        shareholders of Shiming Cayman (This transaction is referred to hereinafter
        as
        the “Share Exchange Transaction”). The closing of the Share Exchange Transaction
        occurred on November 10, 2006.Upon the closing of the Share Exchange
        Transaction, Argenta acquired Shiming Cayman by issuing 57,666,834 of its
        common
        stock in exchange for 100% of Shiming Cayman’s outstanding common stock from the
        shareholders of Shiming Cayman.





Shiming
        Cayman owns 100% of Shiming (Xi’an) Enterprise Management & Consulting Co.,
        Ltd. (the “Subsidiary”), a wholly foreign owned enterprise under the laws of the
        Peoples’ Republic of China (“ PRC ”).
        The
        Subsidiary operates, controls and beneficially owns the LCD business of Shaanxi
        Shiming Science & Technology Joint Stock Co., Ltd. (“ Shaanxi
        Shiming ”),
        a PRC
        joint stock limited liability company. Shaanxi Shiming owns 100% of Shenzhen
        Seathan Technology Co., Ltd., a PRC limited liability company that designs
        and
        produces LCD products. Through these contractual arrangements, the Subsidiary
        has the right to advise, consult, manage and operate Shaanxi Shiming, and
        collect and own all of its net profits. In addition, the Subsidiary, Shaanxi
        Shiming and the shareholders of Shaanxi Shiming have entered into a series
        of
        agreements under which voting control over the outstanding shares of Shaanxi
        Shiming are vested in the Subsidiary and its board of directors. Prior to
        closing of the Share Exchange Transaction, Shaanxi Shiming and its shareholders
        also granted the Subsidiary the exclusive right and option to acquire all
        of the
        shares of Shaanxi Shiming or all of the assets of Shaanxi Shiming.





Thus,
        upon the closing of the Exchange Transaction, Argenta became a Chinese consumer
        electronics company that designs, develops and manufactures competitively-priced
        LCD products, including HDTV and computer monitors. The Share Exchange
        Transaction was accounted for as a reverse merger (recapitalization) with
        Shiming Cayman deemed to be the accounting acquirer, and Argenta as the
        accounting acquiree. Accordingly, the historical financial information presented
        is that of Shiming Cayman as adjusted to give effect to
        any
        difference in the par value of Argenta and Shiming Cayman’s stock with an offset
        to capital in excess of par value. The basis of the assets, liabilities and
        retained earnings of Shiming Cayman, the accounting acquirer, have been carried
        over in the recapitalization. The consolidated financial statements of the
        combined entity are those of Shiming Cayman with the assets and liabilities
        and
        revenues and expenses of Argenta being included effective from the date of
        the
        consummation of the Share Exchange Transaction. Argenta is deemed to be a
        continuation of the business of Shiming Cayman, the operating
        company.




F-20


**SHIMING
        U.S., INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**




**14.
      Income From Discontinued Operations**





In
        accordance with the Company’s decision to discontinue the broadband business in
        2005, the operations from this business are treated as discontinued operations.





For
        the
        year ended December 31, 2005, the Company recorded income from the broadband
        business as follows:





Revenue
                  from discontinued operations
              
              $
              8,917,613Income
                  from discontinued operations before taxes
              
              
              2,606,184Income
                  tax expense on income from discontinued operations
              
              
              —Income
                  from discontinued operations, net of taxes
              
              
              —








**15.
      Restated Financial Statements**





Subsequent
        to the issuance of the consolidated financial statements for the year ended
        December 31, 2006, the Company restated certain items of the consolidated
        balance sheet for the year ended December 31, 2006 to properly represent
        the
        stockholders’ equity components in the reverse merger and recapitalization. The
        following is a summary of the effects of these changes on the Company's consolidated
        balance sheet for the fiscal year 2006:





**Consolidated
        balance sheet as of December 31, 2006:**




**As
                  Originally**
                **Stated**
              
              **Adjustment**
              
              **As
                  Restated****Stockholders’
                  equity**Additional
                  paid-in capital
              
              
              22,463,630
              
              
              (7,366,045
              )
              
              15,097,585Donated
                  capital
              
              
              203,600
              
              
              (203,600
              )
              
              —Retained
                  earnings
              
              
              1,532,574
              
              
              7,601,436
              
              
              9,134,010Other
                  comprehensive income
              
              
              1,032,457
              
              
              29,518
              
              
              1,061,975Statutory
                  surplus reserve
              
              
              1,950,538
              
              
              (61,309
              )
              
              1,889,229





These
        corrections have no effect on the total stockholders’ equity contained in
        the  financial
        statements. Additionally, these restatements would not affect net income
        as
        reported in the Company's consolidated statements of
        operations.




F-21


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**





Additionally,
        the Company restated certain items of the consolidated statements of cash
        flows
        at December 31, 2006 and 2005 to reclassify purchase of short-term investments
        to investing activities from financing activities. The following is a summary
        of
        the effects of these changes on the Company's consolidated statements of
        cash
        flows for the fiscal years 2006 and 2005:




**Consolidated
          statements of cash flows at December 31, 2006:**


**As
                  Originally**
                **Stated**
              
              **Adjustment**
              
              **As
                  Restated****Cash
                  flows from investing activities**Purchase
                  of short-term investments
              
              
              —
              
              
              (186,446
              )
              
              (
                  186,446
              )Purchase
                  of property and equipment
              
              
              (16,103
              )
              
              —
              
              
              (16,103
              )**Net
                  cash provided by (used in) investing activities**
              
              
              (16,103
              )
              
              (186,446
              )
              
              (202,549
              )**Cash
                  flows from financing activities**Purchase
                  of short-term investments
              
              
              (186,446
              )
              
              186,446
              
              
              —**Net
                  cash used in financing activities**
              
              
              (50,373
              )
              
              186,446
              
              
              136,073




**Consolidated
          statements of cash flows at December 31, 2005:**


**As
                  Originally**
                **Stated**
              
              **Adjustment**
              
              **As
                  Restated****Cash
                  flows from operating activities:**Net
                  income
              
              $
              2,606,184
              
              $
              (2,606,184
              )
              $
              —**Adjustments
                  to reconcile net income to net cash used in operating
                  activities:**Income
                  from discontinued operations
              
              
              —
              
              
              2,606,184
              
              
              2,606,184**Cash
                  flows from investing activities:**Purchase
                  of short-term investments
              
              
              —
              
              
              (9,563,612
              )
              
              (9,563,612
              )Net
                  cash provided by (used in) investing activities
              
              
              2,852,298
              
              
              (9,563,612
              )
              
              (6,711,314
              )**Cash
                  flows from financing activities:**Purchase
                  of short-term investments
              
              
              (9,563,612
              )
              
              9,563,612
              
              
              —Net
                  cash used in financing activities
              
              
              (8,155,319
              )
              
              9,563,612
              
              
              1,408,473





These
        corrections have no effect on the Company's consolidated balance sheet and
        stockholders' equity contained in the financial statements. Additionally,
        the
        restatements would not affect net income as reported in the Company's
        consolidated statements of operations.




F-22


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**





Additionally,
        the Company restated certain items of the consolidated statement of operations
        for the year ended December 31, 2006 and the consolidated statement of cash
        flow
        at December 31, 2005 to reflect the discontinued operations of the broadband
        business which was discontinued during 2005. The following is a summary of
        the
        effects of these changes on the Company's consolidated statements of operations
        for the fiscal years 2006 and 2005:




**Consolidated
          statement of operations for the year ended** **December
          31, 2005:**




**As
                  Originally**
                **Stated**
              
              **Adjustment**
              
              **As
                  Restated**Revenues,
                  net
              
              $
              8,917,613
              
              $
              (8,917,613
              )
              $
              —Cost
                  of revenues
              
              
              3,432,435
              
              
              (792,078
              )
              
              —Gross
                  profit
              
              
              5,485,178
              
              
              (5,485,178
              )
              
              —General
                  and administrative expenses
              
              
              3,070,640
              
              
              (3,070,640
              )
              
              —Total
                  operating expenses
              
              
              3,070,640
              
              
              (3,070,640
              )
              
              —Income
                  from operations
              
              
              2,414,538
              
              
              (2,414,538
              )
              
              —Other
                  income
              
              
              203,187
              
              
              (203,187
              )
              
              —Interest
                  expense
              
              
              (11,541
              )
              
              11,541
              
              
              —Total
                  other income (expense)
              
              
              191,646
              
              
              (191,646
              )
              
              —Income
                  from continuing operations
              
              
              2,606,184
              
              
              (2,606,184
              )
              
              --Income
                  from discontinued operations
              
              
              —
              
              
              2,606,184
              
              
              2,606,184Earnings
                  per shareIncome
                  from continuing operations
              
              
              0.29
              
              
              (0.29
              )
              
              —Income
                  from discontinued operations
              
              
              —
              
              
              0.045
              
              
              0.045Weighted
                  average common shares outstanding
              
              
              9,000,000
              
              
              48,693,834
              
              
              57,693,834




**Consolidated
          statement of operations for the year ended** **December
          31, 2006:**


**As
                  Originally**
                **Stated**
              
              **Adjustment**
              
              **As
                  Restated**Earnings
                  per shareIncome
                  from continuing operations
              
              
              0.23
              
              
              (0.188
              )
              
              (0.042
              )Weighted
                  average common shares outstanding
              
              
              11,115,638
              
              
              48,078,196
              
              
              59,193,834





These
        corrections have no effect on the Company's consolidated balance sheet and
        stockholders' equity contained in the financial statements.




F-23


**SHIMING
      U.S., INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**





Additionally,
        the Company restated certain items of the consolidated statement of changes
        in
        stockholders’ deficit for the year ended December 31, 2006 to reflect the share
        exchange agreement as described in Note 13. The following is a summary of
        the
        effects of these changes on the Company's consolidated statements of changes
        in
        stockholders’ deficit:




**Consolidated
          statements of changes in stockholders’ deficit for the year ended December 31,
          2006**




**As
                  Originally**
                **Stated**
              
              **Adjustment**
              
              **As
                  Restated**Balance
                  of Common Shares, December 31, 2004
              
              
              9,000,000
              
              
              (7,884,000
              )
              
              1,116,000Balance
                  of Common Stock, December 31, 2004
              
              $
              9,000
              
              $
              (7,884
              )
              $
              1,116Balance
                  of Additional Paid-in Capital, December 31, 2004
              
              $
              40,575
              
              $
              15,122,588
              
              $
              15,163,163Balance
                  of Donated Capital, December 31, 2004
              
              
              167,600
              
              
              (167,600
              )
              
              —Balance
                  of Statutory Surplus Reserve Fund, December 31, 2004
              
              
              —
              
              $
              1,047,819
              
              $
              1,047,819Balance
                  of Retained Earnings (Deficit), December 31, 2004
              
              $
              (349,318
              )
              $
              5,214,696
              
              $
              4,865,378Balance
                  of Total Stockholders’ Deficit, December 31, 2004
              
              $
              (132,143
              )
              $
              21,209,619
              
              $
              21,077,476Transfer
                  of Donated Capital
              
              $
              36,000
              
              $
              (36,000
              )
              
              —Transfer
                  of Statutory Surplus Reserve Fund
              
              
              —
              
              $
              391,000
              
              $
              391,000Transfer
                  of Total Stockholders’ Deficit
              
              $
              36,000
              
              $
              (36,000
              )
              
              —Net
                  loss for the year of Retained Earnings (Deficit)
              
              $
              (110,247
              )
              $
              2,716,431
              
              $
              2,606,184Net
                  loss for the year of Total Stockholders’ Deficit
              
              $
              (110,247
              )
              $
              2,716,431
              
              $
              2,606,184Balance
                  of Common Shares, December 31, 2005
              
              
              9,000,000
              
              
              (7,884,000
              )
              
              1,116,000Balance
                  of Common Stock, December 31, 2005
              
              $
              9,000
              
              $
              (7,884
              )
              $
              1,116Balance
                  of Additional Paid-in Capital, December 31, 2005
              
              $
              40,575
              
              $
              15,122,588
              
              $
              15,163,163Balance
                  of Donated Capital, December 31, 2005
              
              $
              203,600
              
              $
              (203,600
              )
              
              —Balance
                  of Statutory Surplus Reserve Fund, December 31, 2005
              
              
              —
              
              $
              1,438,819
              
              $
              1,438,819Balance
                  of Retained Earnings (Deficit), December 31, 2005
              
              $
              459,565
              
              $
              6,620,997
              
              $
              7,080,562Balance
                  of Total Stockholders’ Deficit, December 31, 2005
              
              $
              206,390
              
              $
              23,477,270
              
              $
              23,683,660Recapitalization
                  on reverse acquisition of Common Shares
              
              
              57,693,834
              
              
              7,884,000
              
              
              65,577,834Recapitalization
                  on reverse acquisition of Common Stock
              
              $
              57,694
              
              $
              7,884
              
              $
              65,578Recapitalization
                  on reverse acquisition of Additional Paid-in Capital
              
              $
              22,423,055
              
              $
              (22,488,633
              )
              $
              (65,578
              )Recapitalization
                  on reverse acquisition of Stockholders’ Deficit
              
              $
              23,919,568
              
              $
              (23,919,568
              )
              
              —Transfer
                  of Statutory Surplus Reserve Fund
              
              $
              511,719
              
              $
              (61,209
              )
              $
              450,510Transfer
                  of Retained Earnings (Deficit)
              
              $
              (511,719
              )
              $
              61,209
              
              $
              (450,510
              )Change
                  in exchange rate of Other Comprehensive Income
              
              $
              1,032,457
              
              $
              29,518
              
              $
              1,061,975Change
                  in exchange rate of Total Stockholders’ Deficit
              
              $
              1,032,457
              
              $
              29,518
              
              $
              1,061,975Balance
                  of Additional Paid-in Capital, December 31, 2006
              
              $
              22,463,630
              
              $
              7,366,045
              
              $
              15,097,585Balance
                  of Donated Capital, December 31, 2006
              
              $
              203,600
              
              $
              (203,600
              )
              
              —Balance
                  of Statutory Surplus Reserve Fund, December 31, 2006
              
              $
              1,950,538
              
              $
              (61,309
              )
              $
              1,889,229Balance
                  of Retained Earnings (Deficit), December 31, 2006
              
              $
              1,532,574
              
              $
              7,601,436
              
              $
              9,134,010Balance
                  of Other Comprehensive Income, December 31, 2006
              
              $
              1,032,457
              
              $
              29,518
              
              $
              1,061,975





These
        corrections have no effect on the Company's consolidated balance sheet and
        stockholders' equity contained in the financial statements.




F-24





**Item
                8.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure.**





As
      reported in a Form 8-K Current Report filed with the Commission on November
      17,
      2006 and as amended in a Form 8-K/A filed on February 12, 2007, Manning &
Elliott LLP, Chartered Accountants (“Manning Elliott”) resigned as the Company’s
      independent accountants ,
      effective November 13, 2006. D uring
      the
      fiscal years ended December 31, 2005 and 2004, and the subsequent interim
      periods ended March 31, June 30, and September 30, 2006, through the date
      of the resignation, there were no disagreements between the Company and Manning
      Elliott on any matter of accounting principles or practice, financial statement
      disclosure, or auditing scope or procedure, which if not resolved to the
      satisfaction of Manning Elliott , would have caused Manning Elliott to make
      reference to the subject matter of the disagreement in connection with its
      reports.




**Item
                8A.**
            **Controls
                and Procedures.**





In
        connection with the original filing of our Annual Report on Form 10-KSB for
        the
        fiscal year ended December 31, 2006, we carried out an evaluation of the
        effectiveness of the design and operation of our disclosure controls and
        procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
        Act).
        This evaluation was carried out under the supervision and with the participation
        of our management, principally our Chief Executive Officer and Chief Financial
        Officer. Based upon this evaluation, our Chief Executive Officer and Chief
        Financial Officer have concluded that our disclosure controls and procedures
        were effective as of the end of the period covered by this report to ensure
        that
        information required to be disclosed by us in reports that we file or submit
        under the Exchange Act is recorded, processed, summarized and reported within
        the time periods specified in Securities and Exchange Commission rules and
        forms, and that such information is accumulated and communicated to our
        management, including our Chief Executive Officer and Chief Financial
        Officer.





Our
      disclosure controls and procedures provide our Chief Executive Officer and
      Chief
      Financial Officer reasonable assurances that our disclosures are appropriate.
      However, company management, including our Chief Executive Officer and Chief
      Financial Officer, does not expect that our disclosure controls and procedures
      or our internal controls will prevent all human error. A control system, no
      matter how well designed and implemented, can provide only reasonable, not
      absolute, assurance the objectives of the control system are met. Furthermore,
      the design of a control system must reflect the fact there are internal resource
      constraints, and the benefit of controls must be weighed relative to their
      corresponding costs. Because of the limitations in all control systems, no
      evaluation of controls can provide complete assurance all control issues and
      instances of error, if any, within our company are detected. These inherent
      limitations include the realities that judgments in decision-making can be
      faulty, and that breakdowns can occur due to human error or mistake.
      Additionally, controls, no matter how well designed, could be circumvented
      by
      the individual acts of specific persons within the organization. The design
      of
      any system of controls is also based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance any design will
      succeed in achieving its stated objectives under all potential future
      conditions.





During
      the last fiscal quarter to which this report relates, there were no changes
      in
      the Company’s internal controls or other factors that could significantly affect
      these controls subsequent to the date of their evaluation and there were no
      corrective actions with regard to deficiencies and material
      weaknesses.





As
        a
        result of the reclassification of certain items in the financial statements
        and
        the related restatements (the “Restatements”) discussed in this amended Annual
        Report on Form 10-KSB/A, including in Note 15 to the consolidated financial
        statements, our Chief Executive Officer and Chief Financial Officer have
        reevaluated the effectiveness of our disclosure controls and procedures for
        the
        fiscal year ended December 31, 2006 in connection with the filing of this
        amended Annual Report.





Based
        upon reevaluation, our Chief Executive Officer and Chief Financial Officer
        have
        concluded that as of December 31, 2006, our disclosure controls and procedures
        were for the most part effective and adequate, as the Restatements are largely
        due to the reclassifications of certain items in the financial statements
        and
        related readjustments, rather than as the result of inaccurate calculations.





Nevertheless,
        in light of the need for the restatements described above, our management
        will
        conduct further review of our disclosure, financial information, and internal
        controls and procedures, and will consider evaluating the effectiveness of
        our
        internal control over financial reporting in the future based on the framework
        in Internal Control - Integrated Framework issued by the Committee of Sponsoring
        Organizations of the Treadway Commission (COSO).





**Item
                8B.**
            **Other
                Information.**





None.


34


**PART
      III**





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





**DIRECTORS
      AND EXECUTIVE OFFICERS**





The
      following table sets forth the names and ages of our directors and executive
      officers, as of the date of this report:




**Name**
            
            **Age**
            
            **Position**Shiming
                Wang
            
            49
            
            Chairman
                of the Board of Directors and Chief Executive OfficerChun’an
                Liu
            
            49
            
            Chief
                Financial Officer and DirectorCunhu
                Yang
            
            44
            
            SecretaryKanming
                Wang
            
            63
            
            DirectorNairang
                Liu
            
            42
            
            DirectorGenrong
                Qu
            
            56
            
            Director





***Mr.
      Shiming Wang*** serves
      as our Chairman of the Board and Chief Executive Officer. Mr. Wang has been
      an
      entrepreneur for 26 years, and served in various management capacities for
      Shanxi Shiming Science & Technology since 1999, of which he is President,
      founder and a principal shareholder. Shanxi Shiming Science & Technology’s
      business primarily consists of the manufacturing of liquid crystal display
      (LCD)
      products. Mr. Wang has extensive experience in the management of businesses
      in
      various fields, including metallurgy, machinery, food processing, trading,
      software development and computer hardware. Mr. Wang owns several companies
      in
      China such as Shananxi Meixian Non-ferrous Manufacturing Co., Ltd., which is
      Shaanxi Shiming’s largest shareholder, Shenzhen Yaxun Science & Technology
      Joint Stock Co., Ltd., Baoji Lufeng Food Co., Ltd. and Xi’an Non-ferrous Metal
      Processing Agency. Mr. Wang received a master’s degree in Engineering from Xi’an
      Jiaotong University.





***Mr.
      Chun’an Liu*** is
      our
      Chief Financial Officer. Mr. Liu is a licensed Certified Public Accountant,
      has
      held numerous managerial and professional capacities for private firms in China.
      Mr. Liu has served as an accountant for Xi’an Electrical Appliance Factory,
      Xi’an Zhengdatongyong Technology Institute since June 1990.  From
      March 1992 to August 1993, Mr. Liu also served as the manager of the Office
      of Finance of Xi’an Huaheng Science & Technology Industry Company.
 From September 1993 to December 2002, Mr. Liu served as the Chief
      Financial Officer of Shanxi Changxiang Air-Condition Import Co., Ltd. and
      Lanzhou Yellow-River Group Co., Ltd. (Xi’an Branch).  Since June 2003, Mr.
      Liu served as the Chief Financial Officer of Shanxi QinAPangGong Tourism
      Development Corp. Mr. Liu holds a Bachelor of Economics degree from China
      Central Administration University and graduated from the Shan’Xi College of
      Finance.





***Mr.
      Cunhu Yang*** is our
      Secretary. Mr. Yang previously worked at the Zhengzhou Machinery
      Institute.  From 1989 to 1994, Mr. Yang was the section chief of China West
      Electricity Group.  From 1994 to 2001, Mr. Yang served as a senior
      supervisor and department manager for West Security Co., Ltd.  Mr. Yang
      also served as the secretary of the Board of Directors of Shanxi Chaoxun Science
      Technology Corp. from 2001 to 2004.  In 2004, Mr. Yang joined Shanxi
      Shiming Science Technology Corp. as its vice general manager.  Mr. Yang
      holds a MBA degree from Xi’an University of Technology.


35


***Mr.
      Kanming Wang*** is a
      member of our board of directors. Mr. Wang has been a manager of Guangzhou
      Heluo
      Co., Ltd. since 1990. Prior to this, Mr. Wang has held various administrative
      posts within a large state-owned enterprise. Mr. Wang has been an investor
      in
      the clothing processing and electrical appliance industries since
      1979.





***Mr.
      Nairang Liu*** is a
      member of our board of directors. Since 1991, Mr. Liu has been a director and
      general manager of Hainan Shengda Investment and Management Co., Ltd. Mr. Liu
      has substantial experience investing in Chinese private enterprises, and has
      been involved in the commercial trading business since 1996.





***Mr.
      Genrong Qu*** is a
      member of our board of directors. Mr. Qu has experience in management and public
      administration, and since 1990 he has served as a General Administrator of
      the
      Telecommunications division of the Wei River Administration Bureau in Xingping
      County, Xianyang City. Mr. Qu graduated from Xi’an Polytechnic University in
      1970.





**Family
      Relationships**





There
      are
      no family relationships between or among any of the current directors, executive
      officers or persons nominated or charged by the Company to become directors
      or
      executive officers.





**Involvement
      in Certain Legal Proceedings**





There
      are
      no orders, judgments, or decrees of any governmental agency or administrator,
      or
      of any court of competent jurisdiction, revoking or suspending for cause any
      license, permit or other authority to engage in the securities business or
      in
      the sale of a particular security or temporarily or permanently restraining
      any
      of our officers or directors from engaging in or continuing any conduct,
      practice or employment in connection with the purchase or sale of securities,
      or
      convicting such person of any felony or misdemeanor involving a security, or
      any
      aspect of the securities business or of theft or of any felony. Nor are any
      of
      the officers or directors of any corporation or entity affiliated with us so
      enjoined.





**Section
      16(a) Beneficial Ownership Reporting Compliance:**





Section
      16(a) of the Exchange Act requires the Company’s officers, directors, and
      persons who beneficially own more than 10% of the Common Stock to file reports
      of ownership and changes in ownership with the Commission. These reporting
      persons also are required to furnish the Company with copies of all Section
      16(a) forms they file. Based solely on the Company’s review of these reports or
      written representations from certain reporting persons, during the fiscal year
      ended December 31, 2004, and during the current fiscal year, the Company
      believes that all filing requirements applicable to the Company’s officers,
      directors, greater-than-ten-percent beneficial owners and other persons subject
      to Section 16(a) of the Exchange Act were met.





**Code
      of Ethics**





For
      the
      year ended December 31, 2006, we did not have a formal written code of
      ethics applicable to our principal executive officer and principal financial
      officer, because the board of directors has not determined it to be immediately
      necessary from a management perspective to adopt a formal code at this time.
      However, we plan to adopt and approve a formal written code of ethics in the
      near future.





**Audit
      Committee and Audit Committee Financial Expert**





The
      Company does not have a separately designated audit committee of our Board,
      as
      it is not required to, and the functions customarily delegated to this committee
      are performed by the full Board. As the Company does not maintain an audit
      committee, it does not have an audit committee “financial expert” within the
      meaning of Item 407(d)(5) of Regulation SB.





**Item
                10.**
            **Executive
                Compensation**





The
      following summary compensation table indicates the cash and non-cash
      compensation earned during the fiscal year ended December 31, 2006 by the Chief
      Executive Officer and each of our other four highest paid executives, whose
      total compensation (paid by us or our predecessor, Shiming Cayman) exceeded
      $100,000 during the fiscal year ended December 31, 2006.




36




SUMMARY
                  COMPENSATION TABLEName and
                Principal
                Position
              
              Year
              
              Salary ($)
              
              Bonus ($)
              
              Stock
                Awards
                ($)
              
              Option
                Awards
                ($)
              
              Non-Equity
                Incentive Plan
                Compensation
                ($)
              
              Nonqualified
                Deferred
                Compensation
                Earnings ($)
              
              All Other
                Compensation
                ($)
              
              Total
                  ($)Shiming
                  Wang (1)
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-2005
              
              
              N/A
              
              
              N/A
              
              
              N/A
              
              
              N/A
              
              
              N/A
              
              
              N/A
              
              
              N/A
              
              
              N/ADoug
                  Levell (2)
              
              
              2006
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-2005
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              -0-
              
              
              12,000
                  (3
              )
              
              12,000







(1)
            In
                connection with the Share Exchange Transaction (described in Item
                1 above)
                (the “Transaction”), Mr. Shiming Wang was appointed as the Company’s Chief
                Executive Officer and a director on November 10, 2006, but he did
                not
                receive any compensation for 2006. Mr. Wang is party to an executive
                employment agreement with the Company. The agreement is terminable
                at will
                by either Mr. Wang or the Company upon a three-month prior notice
                to the
                other party.





(2)
            As
                of December 31, 2005, Mr. Doug Levell was the Chief Executive Officer
                of
                the Company. In connection with the Transaction, Mr. Levell resigned
                as
                the Company’s Chief Executive Officer and Chief Financial Officer on
                November 10, 2006, but he did not receive any compensation for
                2006.





(3)
            The
                Company issued Mr. Levell a promissory note (the “Note”) for $12,000 in
                connection with consulting services provided by Mr. Levell to the
                Company.
                Mr. Levell subsequently released the Company of its obligations under
                the
                Note in 2006.





**Outstanding
      Equity Awards at Fiscal Year-End Table**





**OUTSTANDING
                EQUITY AWARD AT FISCAL YEAR-END**Name
            
            Number of
              Securities
              UnderlyingUnexercisedOptions(Exercisable)(#)
            
            Number of
              Securities
              Underlying
              Unexercised
              Options
              (Unexercisable)
              (#)
            
            Equity
              Incentive
              Plan Awards:
              Number of
              Securities
              Underlying
              Unexercised
              Unearned
              Options (#)
            
            Option
              Exercise
              Price ($)
            
            Option
              Exercise
              Date
            
            Number of
              Shares or
              Units of
              Stock that
              have not
              Vested (#)
            
            Market
              Value of
              Shares or
              Units of
              Stock that
              have not
              Vested ($)
            
            Equity
              Incentive
              Plan
              Awards:
              Number of
              Unearned
              Shares,
              Units or
              other Rights
              that have
              not Vested
              (#)
            
            Equity Incentive
              Plan Awards:
              Market or
              Payout Value of
              Unearned
              ($)Shiming
                Wang
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —




37


**COMPENSATION
      OF DIRECTORS**





The
      Company paid no compensation to its Directors for any services provided as
      a
      Director during the year ended December 31, 2006 .
      However, the Company intends to review and consider future proposals regarding
      compensation to its Directors.





**Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**





**Security
      Ownership of Certain Beneficial Owners and Management**





The
      following table sets forth, as of January 25, 2007, certain information
      regarding the ownership of the Company’s capital stock by the following persons
      on such date: each of the directors and executive officers, each person who
      is
      known to be a beneficial owner of more than 5% of any class of our voting stock,
      and all of our officers and directors as a group. Unless otherwise indicated
      below, to our knowledge, all persons listed below had sole voting and investing
      power with respect to their shares of capital stock, except to the extent
      authority was shared by spouses under applicable community property
      laws.





Beneficial
      ownership is determined in accordance with the rules of the Securities and
      Exchange Commission and generally includes voting or investment power with
      respect to securities. Shares of our common stock subject to options, warrants
      or convertible securities exercisable or convertible within 60 days of January
      25, 2007 were deemed outstanding for computing the percentage of the person
      or
      entity holding such options, warrants or convertible securities but are not
      deemed outstanding for computing the percentage of any other person, and was
      based on 66,693,834 shares of the Common Stock issued and outstanding on a
      fully
      diluted basis, as of January 25, 2007.





Title
                of
              Class
            
            Name
                and Address
              Of
              Beneficial
                Owners (1)
            
            Amount
              Of
                Beneficial Ownership
            
            Percent
              Of
              Class
                (2)Common
                Stock
            
            Shiming
                Wang (3)
            
            24,426,149
                (4)
            
            36.6%Common
                Stock
            
            Chun’an
                Liu (3)
            
            —
            
            —Common
                Stock
            
            Cunhu
                Yang (3)
            
            173,911
            
            0.3%Common
                Stock
            
            Kanming
                Wang (3)
            
            —
            
            —Common
                Stock
            
            Nairang
                Liu (3)
            
            1,665,201
            
            2.5%Common
                Stock
            
            Genrong
                Qu (3)
            
            1,406,063
            
            2.1%Common
                Stock
            
            Shaanxi
                Meixian Shiming Non-Ferrous Metallurgy Co., Ltd. (5)
            
            18,235,632
            
            27.3%Common
                Stock
            
            Rui
                Wang (6)
            
            25,811,578
            
            38.7%Common
                Stock
            
            All
                directors, directors nominees and executive officers as a group (6
                total)
            
            27,671,324







(1)
            Unless
                otherwise noted, the address for each of the named beneficial owners
                is:
                12/F, Shanxi Zhengquan Building, Gaoxin 2nd Road, Xian, Shanxi Province,
                China.





(2)
            Based
                on the number of outstanding shares of common stock of the Company
                as of
                January 25, 2007.





(3)
              
              (4)
            An
                executive officer and/or director of the Company.
              
              Includes
                18,235,632 shares of common stock held by Shaanxi Meixian Shiming
                Non-Ferrous Metallurgy Co., Ltd., of which Mr. Shiming Wang is a
                majority
                shareholder and director. Mr. Wang hereby disclaims beneficial ownership
                in such shares except to the extent of his pecuniary interest therein.





(5)
            The
                mailing address of Shaanxi Meixian Shiming Non-Ferrous Metallurgy
                Co.,
                Ltd. is Liubao Valley, Tangyu Town, Mei County, Shaanxi Province,
                China.





(6)
            Includes
                1,305,287 shares held directly by Mr. Rui Wang. Mr. Wang is also
                a trustee
                and holder of record of 24,506,291 shares on behalf of various non-U.S.
                individuals, pursuant to The Shiming Voting Trust dated January 24,
                2006.




38


**Securities
      Authorized for Issuance under Equity Compensation Plans**





The
      Company did not have any equity compensation plans in place for the fiscal
      year
      2006.





**Item
                12.**
            **Certain
                Relationships and Related Transactions, and Director
                Independence**





Set
      forth
      below are the related party transactions exceeding $120,000 since the last
      fiscal year between Shiming Technology’s shareholders, officers and/or
      directors, and Shiming Technology, with whom the Company has contractual
      arrangements which give the Company the ability to substantially influence
      Shiming Technology’s daily operations and financial affairs, appoint its senior
      executives and approve all matters requiring shareholder approval.





**Related
      Party Transactions**





Amounts
      receivable from and payable to related parties are summarized as
      follows:




Year
                  ended December 31,2006
              
              2005Amounts
                  due from related parties:Xi’an
                  Nonferrous Metal Smelting and Processing Factory (1)
              
              $
              —
              
              $
              615,000Total
              
              $
              —
              
              $
              615,000Purchases
                  from related parties:Shenzhen
                  Yaxun Science & Technology Joint Stock Co., Ltd. (2)
              
              $
              640,873
              
              $
              3,432,436Total
              
              $
              640,873
              
              $
              3,432,436Amount
                  due to related parties:Shiming
                  Wang (3)
              
              $
              538,981
              
              $
              349,000Total
              
              $
              538,981
              
              $
              349,000







(1)
            Amounts
                due from Xi’an Nonferrous Metal Smelting and Processing Factory (“Xi’an
                Metal”) represent amounts prepaid to vendors for the purchase of goods.
                Mr. Shiming Wang is a shareholder of Xi’an Metal.





(2)
            Purchase
                from Shenzhen Yaxun Scient & Technology Joint Stock Co., Ltd.
                (“Shenzhen Yaxun”) of $640,873 had been prepaid in 2005. As of December
                31, 2006, the Company has no balance with Shenzhen Yaxun. Mr. Shiming
                Wang
                is a shareholder of Shenzhen Yaxun.(3)
            Amounts
                due to Mr. Shiming Wang represent loans from Mr. Wang to fund the
                Company’s operations. These loans are unsecured, non-interest bearing and
                has not specific repayment terms.




**Director
      Independence**





The
      Company does not have a separately designated audit, compensation or nominating
      committee of our Board, as it is not required to, and the functions customarily
      delegated to these committees are performed by the full Board. We have
      determined, however, that none of our directors is “independent” as that term is
      defined in Section 4200 of the NASD Marketplace Rule.




39





**Item
                13.**
            **Exhibits**





**Exhibit
                Number**
            
            **Description**2
            
            Agreement
                and Plan of Share Exchange among Argenta Systems, Inc., Shiming (Cayman)
                Co., Ltd., Global Warming Solutions Corp., Roxborough Financial Group,
                Inc., and all of the shareholders of Shiming (Cayman) Co.,
                Ltd.(1)3.1
            
            Articles
                of Incorporation, as amended (2)3.2
            
            Amended
                and Restated Bylaws (1)10.1
            
            Consulting
                Services Agreement (English translation) (2)10.2
            
            Operating
                Agreement (English translation) (2)10.3
            
            Option
                Agreement (English translation) (2)10.4
            
            Equity
                Pledge Agreement (English translation) (2)10.5
            
            Proxy
                and Voting Agreement (English translation) (2)16
            
            Letter
                from Manning Elliott, LLP (4)17.1
            
            Letter
                of Resignation from Douglas Levell to the Board of Directors
                (2)17.2
            
            Letter
                of Resignation from Joann Hilton to the Board of Directors
                (2)23.1
            
            Consent
                of Gruber & Company, LLC (3)31.1
            
            Section 302
                Certification by the Corporation’s Chief Executive Officer
                (3)31.2
            
            Section 302
                Certification by the Corporation’s Chief Financial Officer
                (3)32.1
            
            Section 906
                Certification by the Corporation’s Chief Executive Officer
                (3)32.2
            
            Section 906
                Certification by the Corporation’s Chief Financial Officer
                (3)







(1)
            Incorporated
                by reference from the Registrant’s Current Report on Form 8-K filed on
                August 31, 2006(2)
            Incorporated
                by reference from the Registrant’s Current Report on Form 8-K filed on
                November 13, 2006(3)
            Filed
                herewith(4)
            Incorporated
                by reference from the Registrant’s Current Report on Form 8-K/A filed on
                February 12, 2007





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





CHANGE
      OF
      AUDITOR





The
      Company’s preceding principal independent auditor was Manning Elliott LLP,
      Chartered Accountants (“Manning Elliott”). Manning Elliott performed the audit
      for the fiscal years ended December 31, 2004 and 2005. Manning Elliott resigned
      as the Company’s independent auditor effective November 13, 2006. On November
      13, 2006, we engaged Gruber & Company, LLC (“Gruber”) to review the
      unaudited financial statements through the quarter ended September 30, 2006
      and
      to audit the Company’s financial statements for the fiscal years ended December
      31, 2005 and 2006. The following are the services provided and the amount
      billed.




AUDIT
      FEES





The
      aggregate fees billed for professional services rendered by Manning Elliott
      for
      the audit of our annual financial statements and the reviews of the unaudited
      financial statements included in our quarterly reports on Form 10-QSB for
      fiscal years 2006 and 2005 were $11,250 and $7,400, respectively.





The
      aggregate fees billed by the newly appointed auditor, Gruber, for
      the
      audit of our annual financial statements and the reviews of the unaudited
      financial statements included in our quarterly reports on Form 10-QSB for
      fiscal years 2006 and 2005 was $40,000.





AUDIT
      RELATED FEES





There
      were no fees billed for services reasonably related to the performance of the
      audit or review of the financial statements outside of those fees disclosed
      above under “Audit Fees” for the year ended December 31, 2006.


40





TAX
      FEES





For
      the
      year ended December 31, 2006, Manning Elliott billed the Company $4,550 for
      services in tax compliance, tax advice and tax planning work to the Company,
      and
      no fees were billed by Gruber for such services.





ALL
      OTHER
      FEES





There
      were no other fees billed by Manning Elliott or Gruber during the last two
      fiscal years for products and services provided by Manning Elliott or
      Gruber.





PRE-APPROVAL
      POLICIES AND PROCEDURES





Prior
      to
      engaging its accountants to perform particular services, our board of directors
      obtains an estimate for the service to be performed. All of the services
      described above were approved by the board of directors in accordance with
      its
      procedure.




41


**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.




**SHIMING
                  U.S., INC.**
                (Registrant)Date:
                  March 26, 2008
              By:
              /s/
                  Shiming WangShiming
                  Wang
                Chief
                  Executive Officer




Date:
                  March 26, 2008
              By:
              /s/ Chun’an
                  LiuChun’an
                  Liu
                Chief
                  Financial 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.





**Name**
              
              **Title**
              
              **Date**/s/
                  Shiming WangShiming
                  Wang
              
              Chief
                  Executive Officer / Director
              
              March
                  26, 2008/s/
                  Chun’an LiuChun’an
                  Liu
              
              Chief
                  Financial Officer / Director
              
              March
                    26, 2008/s/
                  Cunhu YangCunhu
                  Yang
              
              Secretary
              
              March
                    26, 2008/s/
                  Kanming WangKanming
                  Wang
              
              Director
              
              March
                    26, 2008/s/
                  Nairang LiuNairang
                  Liu
              
              Director
              
              March
                    26, 2008/s/
                  Genrong QuGenrong
                  Qu
              
              Director
              
              March
                    26, 2008




42