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<SEC-DOCUMENT>0001010549-04-000442.txt : 20040708
<SEC-HEADER>0001010549-04-000442.hdr.sgml : 20040708
<ACCEPTANCE-DATETIME>20040708170123
ACCESSION NUMBER:		0001010549-04-000442
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20040623
ITEM INFORMATION:		Changes in control of registrant
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040708

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BOULDER ACQUISITIONS  INC
		CENTRAL INDEX KEY:			0000721693
		STANDARD INDUSTRIAL CLASSIFICATION:	MALT BEVERAGES [2082]
		IRS NUMBER:				840820212
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		04906580

	BUSINESS ADDRESS:	
		STREET 1:		211 W WALL
		CITY:			MIDLAND
		STATE:			TX
		ZIP:			79701
		BUSINESS PHONE:		8003514515

	MAIL ADDRESS:	
		STREET 1:		211 W WALL
		CITY:			MIDLAND
		STATE:			TX
		ZIP:			79701

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOULDER BREWING CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>boulder8k062304.txt
<TEXT>

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

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 23, 2004

                           BOULDER ACQUISITIONS, INC.
- --------------------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                       0-12536                 90-0093373
- -------------------------------   ------------------------   -------------------
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
 incorporation or organization)                              Identification No.)

- --------------------------------------------------------------------------------
          429 Guangdong Road
  Shanghai People's Republic of China                               200001
- ----------------------------------------                     -------------------
(Address of principal executive offices)                          (Zip Code)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (86-21) 6336-8686
- --------------------------------------------------------------------------------




================================================================================






<PAGE>

                                TABLE OF CONTENTS


ITEM 1.  CHANGES IN CONTROL OF REGISTRANT......................................1
              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...2
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS..................................3
              THE SHARE EXCHANGE...............................................3
              DESCRIPTION OF BOULDER ACQUISITIONS' PREDECESSOR BUSINESS........3
              DESCRIPTION OF CURRENT BUSINESS..................................4
              General..........................................................4
                      Overview.................................................4
                      Our Business Strategy....................................5
              Our Value-Added Information Services.............................5
                      Financial Services.......................................5
                      Other Services...........................................6
                      Content Relationships....................................6
                      Marketing Relationships..................................7
                      Operator Channels........................................7
                      Non-Operator Channels....................................8
                      Customer Research........................................8
                      Customer Services........................................8
                      Competitive Landscape....................................9
              Distribution.....................................................9
                      Our Distribution Operation...............................9
                      Competition.............................................10
              Employees.......................................................10
              Facilities......................................................10
              Legal Proceedings...............................................11
              Wireless Technology Standards in China..........................11
              Government Regulation...........................................12
                      Regulation of Telecommunication Services................12
                      Other Laws and Their Application........................13
                      Intellectual Property and Proprietary Rights............14
              cautionary statements...........................................15
              Risks Related to Our Business...................................15
                      Risks Related to Our Wireless Value-Added Information
                         Services Business....................................15
                      Risks Related to the Wireless Value-Added Services
                         Industry.............................................21
                      Risks Related to Doing Business in China................23
                      Risks Related to the Mobile Phone Distribution
                         Industry.............................................25
                      Risks Related to our Common Stock.......................26
              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...............27
              DIRECTORS AND EXECUTIVE OFFICERS................................29
                      Board Composition and Committees........................30
                      Director Compensation...................................30
                      Indebtedness of Directors and Executive Officers........31
                      Family Relationships....................................31
                      Legal Proceedings.......................................31
              EXECUTIVE COMPENSATION..........................................31
              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS............32
ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE............................33
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS....................................34


                                       i
<PAGE>

                    ITEM 1. CHANGES IN CONTROL OF REGISTRANT

         On June 23, 2004, Boulder Acquisitions,  Inc. ("Boulder  Acquisitions")
completed a stock exchange  transaction with the shareholders of Sifang Holdings
Co., Ltd., an exempted  company  incorporated in the Cayman Islands with limited
liability  ("Sifang  Holdings").  The exchange was consummated  under Nevada and
Cayman  Islands  law  and  pursuant  to the  terms  of the  Securities  Exchange
Agreement dated effective as of June 23, 2004 (the "Exchange Agreement"). A copy
of the Exchange  Agreement is filed as an exhibit to this Current Report on Form
8-K.

         Prior to consummating  the exchange,  Boulder  Acquisitions  effected a
forward  split of its common  stock on the basis of 1.31722  shares for each one
share  issued and  outstanding.  Immediately  prior to the  exchange  there were
1,585,705 shares of common stock of Boulder  Acquisitions issued and outstanding
(on a post-forward split basis).

         Pursuant  to  the  Exchange  Agreement,   Boulder  Acquisitions  issued
13,782,636  shares  of its  common  stock,  par  value  $0.001  per  share (on a
post-forward split basis), to the shareholders of Sifang Holdings,  representing
approximately   89.7%  of  Boulder   Acquisition's   post-exchange   issued  and
outstanding common stock, in exchange for 100% of the outstanding  capital stock
of Sifang Holdings.  After giving effect to the exchange,  Boulder  Acquisitions
had 15,368,341 shares of its common stock outstanding. Pursuant to the exchange,
Sifang Holdings became a wholly-owned subsidiary of Boulder Acquisitions.

         The shares of Boulder  Acquisitions common stock issued to stockholders
of Sifang Holdings in connection with the exchange were not registered under the
Securities Act of 1933, as amended (the "Securities Act") and, as a result,  are
"restricted  securities"  that may not be offered  or sold in the United  States
absent registration or an applicable  exemption from registration  requirements.
Certificates  representing  these  shares  contain  a legend  stating  the same.
Boulder  Acquisitions  intends  to carry on the  business  of  Sifang  Holdings'
wholly-owned subsidiary, Shanghai TCH Data Technology Co., Ltd. ("TCH"). Boulder
Acquisitions  has  relocated  its  executive  offices  to  those  of  TCH at 429
Guangdong Road,  Shanghai,  People's  Republic of China 200001 and its telephone
number is (86-21) 6336-8686.

         The exchange was approved in  accordance  with the laws of the State of
Nevada  and the Cayman  Islands.  Pursuant  to the  Exchange  Agreement,  at the
closing of the  exchange,  the  membership  of the board of directors of Boulder
Acquisitions  was  increased  from  one to two  directors,  and Tai  Caihua  was
appointed to serve in the newly  created  directorship.  Also under the terms of
the Exchange  Agreement,  all existing  officers resigned as officers of Boulder
Acquisitions  effective immediately following the closing of the transaction and
Mr. Tai, Fu Sixing,  Lu Qin and Huang  Tianqi were elected as  President,  Chief
Executive  Officer,  Chief  Financial  Officer  and Chief  Technical  Officer of
Boulder  Acquisitions,  respectively.  On June 24, 2004,  the  membership of the
board of directors of Boulder  Acquisitions  was increased  from two to ten, and
Song Jing, Shi Ying, Mao Ming, Mr. Fu, Mr. Huang, Huang Wei, Jing Weiping and Yu
Ruijie were appointed to serve in the newly created directorships.  Also on June
24, 2004,  Timothy P. Halter resigned as a director of Boulder  Acquisitions and
Zhang  Xiaodong  was  appointed  to fill the  vacancy on the board of  directors
caused by Mr. Halter's resignation.

         For  accounting  purposes,  the exchange is being  treated as a reverse
acquisition,  because the  shareholders of Sifang Holdings own a majority of the
issued  and  outstanding   shares  of  common  stock  of  Boulder   Acquisitions
immediately  following  the  exchange.  Except  as  described  in  the  previous
paragraph and in this Current  Report under the caption  "Certain  Relationships
and Related Party  Transactions," no arrangements or understandings  exist among
present or former  controlling  stockholders  with  respect to the  election  of
members of the board of directors of Boulder Acquisitions,  and to the knowledge
of Boulder  Acquisitions,  no other  arrangements  exist that might  result in a
change of control of Boulder  Acquisitions.  Further, due to the issuance of the
13,782,636 shares of Boulder  Acquisitions  common stock, a change in control of
Boulder Acquisitions  occurred on June 23, 2004, the date of the consummation of
the exchange.


                                       1
<PAGE>
<TABLE>
<CAPTION>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as  of  June  30,  2004,   certain
information with respect to the beneficial  ownership of common stock of Boulder
Acquisitions by (i) each director and officer of Boulder Acquisitions, (ii) each
person known to Boulder  Acquisitions to be the beneficial owner of five percent
or more of the outstanding shares of common stock of Boulder  Acquisitions,  and
(iii) all  directors  and officers of Boulder  Acquisitions  as a group.  Unless
otherwise indicated,  the person or entity listed in the table is the beneficial
owner of, and has sole voting and  investment  power with respect to, the shares
indicated.

                                                              Amount and Nature of Beneficial Ownership(1)
                                                              -----------------------------------------
                                                                Number                      Percent of
Name of Beneficial Owner                                      of Shares(2)               Voting Stock(3)
- ------------------------                                      ----------                 -------------
<S>                                                           <C>                            <C>
Tai Caihua(4)                                                 11,301,764                     66.4%
Shi Ying(5)                                                   11,301,764                     66.4%
Halter Financial Group, Inc.(6)                                1,271,304                      7.5%
Chinamerica Fund, LP                                             877,193                      5.2%
Huang Tianqi                                                     413,480                      2.4%
Jing Weiping                                                     413,480                      2.4%
Mao Ming                                                         275,652                      1.6%
Song Jing                                                        275,652                      1.6%
Fu Sixing                                                        275,652                      1.6%
Yu Ruijie                                                        275,652                      1.6%
Zhang Xiaodong                                                   275,652                      1.6%
Huang Wei                                                        275,652                      1.6%


Directors and executive officers as a group (10 persons)      13,782,636                     81.0%
</TABLE>
- ----------------------
* Less than 1%
(1)      On June 30,  2004,  there  were  17,018,692  shares of common  stock of
         Boulder  Acquisitions  outstanding.  Each  person  named below has sole
         investment  and voting  power with  respect to all shares of our common
         stock shown as  beneficially  owned by the person,  except as otherwise
         indicated below.

(2)      Under  applicable  rules  promulgated  by the  Securities  and Exchange
         Commission ("SEC") pursuant to the Securities  Exchange Act of 1934, as
         amended (the "Exchange Act"), a person is deemed the "beneficial owner"
         of a security with regard to which the person,  directly or indirectly,
         has or shares (a) the voting power, which includes the power to vote or
         direct the voting of the security,  or (b) the investment power,  which
         includes  the  power  to  dispose  or  direct  the  disposition  of the
         security,  in each case  irrespective of the person's economic interest
         in the  security.  Under  these  SEC  rules,  a  person  is  deemed  to
         beneficially  own securities  which the person has the right to acquire
         within 60 days through (x) the exercise of any option or warrant or (y)
         the conversion of another security.

(3)      In  determining  the  percent of common  stock of Boulder  Acquisitions
         owned by a person (a) the  numerator  is the number of shares of common
         stock  of  Boulder  Acquisitions  beneficially  owned  by  the  person,
         including  shares the  beneficial  ownership  of which may be  acquired
         within 60 days upon the  exercise of options or warrants or  conversion
         of convertible securities,  and (b) the denominator is the total of (i)
         the  17,018,692   shares  of  common  stock  of  Boulder   Acquisitions
         outstanding  on June 30,  2004 and (ii) any  shares of common  stock of
         Boulder  Acquisitions  which the person has the right to acquire within
         60 days upon the  exercise  of options or  warrants  or  conversion  of
         convertible  securities.  Neither  the  numerator  nor the  denominator
         include  shares  which may be  issued  upon the  exercise  of any other
         options  or  warrants  or  the  conversion  of  any  other  convertible
         securities.

(4)      Includes  1,791,743  shares held by Mr. Tai's wife,  Shi Ying.  Mr. Tai
         disclaims beneficial ownership of those shares.


                                       2
<PAGE>

(5)      Includes  9,510,021 shares held by Ms. Shi's husband,  Tai Caihua.  Ms.
         Shi disclaims beneficial ownership of those shares.

(6)      Includes  131,722  shares held by Timothy P. Halter,  the president and
         sole shareholder of Halter Financial Group, Inc.

                  ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

         Set forth below is certain  information  concerning  (i) the  principal
terms of the share exchange and (ii) the business of the combined company.

                               THE SHARE EXCHANGE

         The Share  Exchange.  On June 23, 2004,  Boulder  Acquisitions,  Sifang
Holdings and the  shareholders of Sifang Holdings  consummated the  transactions
contemplated by the Exchange  Agreement.  The Exchange Agreement  specified that
Boulder  Acquisitions  would  acquire  all  50,000  shares  of  the  issued  and
outstanding  stock  of  Sifang  Holdings  in  exchange  for the  issuance  of an
aggregate of  13,782,636  shares of common stock of Boulder  Acquisitions  (on a
post-split basis). On the exchange closing date, Boulder  Acquisitions issued an
aggregate of  13,782,636  shares of common stock to the  shareholders  of Sifang
Holdings, representing approximately 89.7% of the issued and outstanding Boulder
Acquisitions common stock following the exchange.  All of Boulder  Acquisitions'
business  operations  are now conducted  through Sifang  Holdings'  wholly-owned
subsidiary, TCH.

         Forward Stock Split. Prior to the exchange, Boulder Acquisitions' board
of directors approved and effected a forward stock split of Boulder Acquisitions
common  stock on the basis of  1.31772  shares  for each  share of common  stock
outstanding.  After  giving  effect to the forward  stock split and  immediately
prior to the exchange,  1,585,705  shares of Boulder  Acquisitions  common stock
were outstanding.

         Election of Board of Directors.  Pursuant to the Exchange Agreement, at
the closing of the exchange, the membership of the board of directors of Boulder
Acquisitions  was  increased  from  one to two  directors,  and Tai  Caihua  was
appointed to serve in the newly created  directorship.  Also, under the terms of
the Exchange  Agreement,  all existing  officers resigned as officers of Boulder
Acquisitions  effective immediately following the closing of the transaction and
Mr. Tai, Fu Sixing,  Lu Qin and Huang  Tianqi were elected as  President,  Chief
Executive  Officer,  Chief  Financial  Officer  and Chief  Technical  Officer of
Boulder Acquisitions, respectively.

            DESCRIPTION OF BOULDER ACQUISITIONS' PREDECESSOR BUSINESS

         Boulder  Brewing  Company  ("Boulder   Brewing")  was  incorporated  in
Colorado on May 8, 1980 and  operated as a  microbrewery  of various  beers.  In
1984,  Boulder  Brewing began  constructing  a brewery  which was  substantially
completed  in October  1984 and opened in June 1985.  The  construction  of this
facility along with the movement of equipment and personnel  interrupted product
sales and hampered cash flow.  Boulder  Brewing was unable to become  profitable
within  any  segment of its core  business,  became  illiquid  and was forced to
divest itself of all of its assets.  Boulder  Brewing became dormant without any
operations or assets in the second quarter of 1990.

         In September 2001,  Boulder Brewing changed its state of  incorporation
from Colorado to Nevada by means of a merger with and into Boulder Acquisitions,
which was formed on September  6, 2001 solely for the purpose of  effecting  the
reincorporation.  The  articles  of  incorporation  and  bylaws  of  the  Nevada
corporation  became the articles of  incorporation  and bylaws of the  surviving
corporation.  From the date of  reincorporation  through the consummation of the
exchange, Boulder Acquisitions had no material operations or assets.


                                       3
<PAGE>

                         DESCRIPTION OF CURRENT BUSINESS

         Except  as  otherwise  indicated  by the  context,  references  in this
Current  Report to "we,"  "us,"  "our,"  or the  "company"  are to the  combined
business of Boulder Acquisitions and its wholly-owned direct subsidiary,  Sifang
Holdings, and Sifang Holdings' wholly-owned subsidiary, TCH.

                                     General

         Our current  operations were originally a business division of Shanghai
Sifang  Information  Technology  Co.,  Ltd.  ("Sifang  Information"),  which was
originally  formed as a Chinese limited liability company in August 1998. In May
2004,  Sifang   Information's   business   divisions   focusing  on  value-added
information  services and distribution of mobile phones were spun off to a newly
established  Chinese company,  TCH.  Pursuant to a series of  transactions,  TCH
became  a  wholly-owned  subsidiary  of  our  wholly-owned  subsidiary,   Sifang
Holdings.  We conduct our business in China solely through  Sifang  Holdings and
TCH.

Overview

         Value-Added  Information  Services.  We render value-added  information
services  in  China  by  purchasing  content  from  third-party   providers  and
reformatting that content. Our value-added  information services enable wireless
receiver (mobile phone and pager) users in China to access financial information
and various  entertainment-related  services.  We contract  with our  affiliated
wireless service  providers to transmit the reformatted  content to customers of
China's various network operators.

         The  primary  focus  of  our  value-added  information  services  is on
providing wireless receiver users in China with access to financial information.
We derive the vast majority of our  value-added  information  services  revenues
from our financial  information  business.  Our financial  information software,
Sifang  Gutong,  allows our  customers  to access  stock and  currency  exchange
information  and  execute  stock  trades.  We  are  one  of  the  largest  stock
information and trading value-added information service providers in China.

         We began providing our entertainment-related services, including icons,
screen savers,  multiplayer  games,  Western  horoscopes,  jokes, and sports and
entertainment  news during the latter part of 2003. These services are ancillary
to our financial information services and they represent only a small portion of
our value-added information services revenue at the present time.

         Leveraging our experience and understanding of the wireless value-added
services  market  in  China,  we have  consistently  purchased  and  reformatted
content, applications and technologies which are popular in the Chinese wireless
market. To further enhance and differentiate our services, we have entered into,
and will continue to actively  pursue,  collaborative  relationships  with third
parties to customize, market and provide access to their content through various
wireless  technology  platforms to Chinese  consumers.  In addition,  all of our
services are promoted by our sales force and  supported by our customer  service
team, each of which is strategically based in Shanghai.

         In  order  to meet  ownership  requirements  under  Chinese  law  which
restrict us, as a foreign company,  from operating in certain industries such as
value-added  telecommunication  and  Internet  services,  we have  entered  into
information  service and cooperation  agreements with two of our affiliates that
are  incorporated  in the People's  Republic of China:  Sifang  Information  and
Shanghai Tianci Industrial Group Co., Ltd. ("Tianci").  The original shareholder
structure of Sifang Holdings was identical to the current shareholder  structure
of Sifang  Information,  and each of Sifang  Information  and  Tianci  are owned
approximately  69%, through direct and indirect  ownership,  by Tai Caihua,  our
president  and the  chairman  of our board of  directors.  We hold no  ownership
interest in Sifang Information or Tianci. Sifang Information and Tianci contract
with China Mobile  Communications  Corporation ("China Mobile") and China United
Telecommunications  Corporation  ("China  Unicom"),   respectively,  to  provide
wireless  value-added  information  services to wireless  receiver  customers in
China via  China  Mobile  and China  Unicom,  respectively.  Sifang  Information
transmits those services to customers of China Mobile and China Unicom on behalf
of itself and Tianci pursuant to a signed agreement  between Sifang  Information
and Tianci.


                                       4
<PAGE>

         Distribution.   We  primarily   distribute   nine   different   SAMSUNG
Electronics  Co., Ltd.  ("Samsung")  mobile phone models in the Shanghai,  China
region.  Six of the Samsung models we distribute  are  compatible  with the CDMA
network and three of the Samsung models we distribute  are  compatible  with the
GSM network.  We plan to pre-install  the end-user  portion of our Sifang Gutong
software in all of the Samsung mobile phones we distribute, and market our stock
information,  stock trading, and currency exchange services by placing brochures
touting those services in the packaging of those Samsung mobile phones before we
distribute  the phones to retailers.  We believe this process will increase name
recognition  of our  financial  information  and  stock  trading  services  with
wireless receiver users.

         There are three main first-tier wholesalers of Samsung phones in China:
Shanghai Taili Communication Equipment Co., Ltd., Shenzhen Tianyin Communication
Development  Co., Ltd., and Guangzhou  Yingtai Data Power  Technology  Co., Ltd.
These wholesalers  contract,  through local branches,  with  sub-wholesalers  to
distribute  each model in a defined area. We have contracts with Shanghai branch
offices of the three main  first-tier  wholesalers on whom we rely,  making us a
sub-wholesaler  distributor  of nine Samsung mobile phone models in the Shanghai
region. We sell approximately 52% of our mobile phones to three retailers.

Our Business Strategy

         Our  objective is to maintain  and  strengthen  our position  both as a
provider of wireless  value-added  information  services and as a distributor of
mobile phones in the Shanghai region. In order to achieve our objective, we plan
to, among other things,  increase the number of subscribers  to our  value-added
information services by increasing the number of mobile phones we distribute and
pre-installing  those  phones  with the  end-user  portion of our Sifang  Gutong
software. Other key strategies for achieving our objective are to:

o        Continue to expand and  diversify  our  portfolio of consumer  wireless
         information services, including new SMS, 2.5G and other next generation
         services such as those compatible with 3G,

o        Increase  investment  in  sales,   marketing  and  branding,   both  in
         conjunction with network operators and through independent  activities,
         in order to promote customer  awareness of our value-added  information
         service provider in China,

o        Continue to  strengthen  existing  relationships  with China Mobile and
         China Unicom by increasing our sales presence at the national and local
         levels and through joint marketing and promotion activities,

o        Expand our  marketing  channels  by  continuing  to develop  integrated
         marketing campaigns with traditional media outlets,

o        Continue to be a  sub-wholesaler  of Samsung mobile phones and increase
         the number of models of mobile phones that we distribute, and

o        Work on establishing  relationships with new mobile phone manufacturers
         and wholesalers in order to diversify our distribution business.

                      Our Value-Added Information Services

Financial Services

         Our primary focus with regard to  value-added  information  services is
the  provision of financial  information  services  utilizing  our Sifang Gutong
software.  This  software,  developed by Shanghai  Chengao  Industrial  Co. Ltd.
("Chengao"),  utilizes  the JAVA and BREW  platforms.  JAVA and BREW utilize the
more advanced 2.5G technology  standard,  which enables  high-capacity  wireless
data transmissions.  As a result, services offered over these platforms are more
sophisticated  and offer users higher  quality  graphics and richer  content and
interactivity,  commanding a premium price over our other  services.  Our Sifang
Gutong  software  enables our mobile phone and pager  customers to access quotes
and retrieve customized  investment-related  information,  as well as access our
currency exchange information.

         Sifang Gutong  provides our mobile phone and pager  customers  with the
ability to receive  streaming  real-time quotes,  including stocks,  most active
issues,  largest gainers and losers,  and mutual funds for securities trading on
the Shenzhen and Shanghai stock exchanges.  Our Sifang Gutong software available
to mobile phone users includes a stock trading  function that enables our mobile


                                       5
<PAGE>

phone  customers to directly place orders to buy and sell  securities  listed on
the two aforementioned stock exchanges.  Our trading window corresponds with the
hours that  securities  markets are open from 9:30 a.m. to 11:30 a.m.,  and from
1:00 p.m. to 3:00 p.m., Beijing Time.

         We receive a  continuous  direct  feed of detailed  quote data,  market
information  and news. Our customers can create  customized  lists of stocks for
quick access to current  trading  information.  Through our  relationships  with
financial  information  companies such as Shanghai Stock Information Company, we
also provide access to breaking news, charts, market commentary and analysis.

         The value-added  financial information we offer can only be accessed by
a customer on whose  mobile  phone or pager the  end-user  portion of our Sifang
Gutong software has been installed.  We plan to pre-install the end-user portion
of our Sifang  Gutong  software  in all of the  Samsung  mobile  phones  that we
distribute.  With regard to mobile phones and pagers not  distributed  by us, we
will provide  installation  of our Sifang  Gutong  software  free of charge upon
request.

         Pursuant  to the  request of a Beijing  retailer,  we  entered  into an
agreement  with  Chengao and Sifang  Information  whereby  Chengao  installs the
end-user  portion of our Sifang Gutong  software into mobile phones owned by the
retailer.  The retailer  sells these phones at a premium price to consumers.  In
return for the premium price, the consumers receive our value-added  information
services for six months free of charge.  The retailer passes the premium back to
Chengao,  who retains a small  installation fee and then passes the remainder on
to us. This relationship  helps us market our value-added  information  services
and enables us to establish relationships with new customers.

Other Services

         We also provide  icons and screen  savers,  multiplayer  action  games,
Western horoscopes,  jokes and event-driven or entertainment news updates. These
services represent only a small portion of our value-added  information services
revenues  at the present  time.  However,  we believe  that  providing  wireless
receiver users in China access to  entertainment-related  services increases our
ability  to  retain  our  financial  information   subscribers  and  expand  our
subscriber base, and we expect the entertainment-related services portion of our
value-added information services business will grow over time.

o        Horoscopes.   With  this  service,   users  can  obtain  daily  Western
         horoscopes via their mobile phones or pagers.

o        Games. We offer  interactive  SMS, JAVA and WAP-based games that can be
         played on the screens of mobile phones.  These games are designed to be
         easy to play on the dial  pad of a mobile  phone  and to  maximize  the
         graphics available on mobile phone screens.  Our current game offerings
         include our popular titles Ant Kingdom and English Island. Ant Kingdom,
         designed  for the  WAP  platform,  is a  role-playing  game  set in the
         kingdom  of Ant.  Players  begin  play as a  soldier,  and as they gain
         experience  in the game,  gradually  build  their  character  to higher
         levels such as captain,  officer and eventually,  king. The goal of the
         game is to be the king.  In English  Island,  a JAVA-based  educational
         game,  players are given English  words and must spell them  correctly.
         Every  time a  player  spells  a word  correctly,  the  player's  score
         increases.  The faster a player can spell words  correctly,  the higher
         the score he can achieve.

o        Jokes.  We send  users of this  service a variety of jokes on demand or
         via automatic daily messages.

o        News.   We   automatically   send   periodic  SMS  messages  on  recent
         event-driven news, sports (especially  soccer), or entertainment events
         to  subscribers  of this service.  Mobile phone users can also download
         desired  information  on  demand.  We  obtain  our  news  content  from
         government  affiliated  media  companies,  such as XinhuaNet  and other
         local media.

Content Relationships

         Our content  collaborators  authorize the inclusion of their content in
one or more of our value-added information services for a fixed fee which we pay
directly to the provider.  Our agreements with our content collaborators usually
have a  one-year  term,  and  are  non-exclusive.  Currently,  our  key  content
collaborators are:


                                       6
<PAGE>

o        Shanghai Stock Information Company.

o        Xinhua News Agency (Shanghai).

o        Shanghai Wanguo Stock Information Company.

o        Shanghai Yibang Stock Information Company.

o        Shanghai Shiji Stock Information Company.

o        Korea Techall Co., Ltd. (which provides game content).

o        Shanghai Shenfa Software Co., Ltd. (which provides game content).

Marketing Relationships

         Sifang Information and Tianci, our affiliated  value-added mobile phone
service  providers,  have  marketing  relationships  with China Mobile and China
Unicom.  We sell and market our services  principally  through  China Mobile and
China Unicom.  We also sell and market  through Sifang  Information's  Web site,
www.sifang.net,  and promotional events, direct marketing, media advertising and
other activities.

         We are also focused on expanding our  marketing  channels by developing
integrated  marketing campaigns with traditional media outlets and multinational
corporations.  For example, we have been involved in several marketing campaigns
with Motorola  whereby our wireless  value-added  services are promoted in their
in-store  and media  advertising  in China,  and  Motorola  is in turn  promoted
through our services.

         We sell all of our paging value-added  information services through our
affiliated value-added paging service provider, Sifang Information.  We contract
directly with end users to settle all payments  from pager users.  We market our
paging  value-added  information  services  through  traditional  media outlets,
including newspapers and magazines, and directly to end-users.

Operator Channels

         General.

         All of our paging value-added information services are provided through
the paging network owned by Sifang  Information.  We contract  directly with the
pager  users to collect  all fees  generated  from our  value-added  information
services.  We have an information service and cooperation  agreement with Sifang
Information  that provides us exclusive  access to their paging  network for ten
years.  This agreement is automatically  renewable for additional one year terms
unless we decide to terminate.  All of our mobile phone value-added  information
services are provided to mobile  phone users by Sifang  Information  through the
networks of China Mobile and China Unicom.  Previously,  mobile phone users paid
for our services by purchasing  pre-paid  services cards.  Now, our services are
billed  to  mobile  phone  customers  in one of two  ways:  (1)  certain  of our
customers  pay for our services in advance when they purchase our services and a
mobile  phone  together in a premium  package  (through  our  relationship  with
Chengao  and  Sifang  Information),  and (2)  our  other  customers  (who do not
purchase  our  services as part of any such  premium  package) are billed by the
mobile operators, who collect the fees for our services, including both our data
access and short  message  services,  from their mobile phone  subscribers.  The
mobile  operators  then pass  those  fees  (net of fees  charged  by the  mobile
operator) to our affiliated  value-added  service providers,  Sifang Information
and Tianci, who in turn pass those fees to us in return for a small fee pursuant
to the terms of information  service and cooperation  agreements  between us and
each of them.

         Our  management  team  utilizes its  extensive  experience  in China to
develop close ties with the key personnel of the mobile operators at the central
and  provincial  levels.  As of June 30,  2004,  we had  approximately  25 sales
professionals strategically located in provinces and municipalities concentrated
in the eastern and  southern  regions of China to work  closely  with the mobile
operators  at the  local  level,  where  pricing  and  important  marketing  and
operational  decisions are made.  Our sales  network  enables us to work closely
with operators to facilitate the approval required for new service offerings and
for related pricing and to enjoy enhanced marketing and promotional  support. We
are also able to gain insight  into  developments  in the local  markets and the
competitive  landscape,   as  well  as  new  market  opportunities.   Our  sales
professionals are well-incentivized; most of their compensation is tied to usage
of our services in the applicable region.



                                       7
<PAGE>

         Coordinated Marketing Campaigns

         Our  affiliated  wireless  service  providers  cooperate  in  marketing
campaigns with China Mobile and China Unicom. These network operators distribute
literature marketing us and our affiliates.

Non-Operator Channels

         We also focus on non-mobile  operator  sales and marketing  activities,
such as:

o        promoting Sifang Information's Web site,  www.sifang.net,  to potential
         users as a fun,  easy-to-access  place to request our wireless  content
         and applications,

o        engaging in direct  marketing  to mobile  phone users by, for  example,
         including  advertising inserts in users' bills from Shanghai Mobile and
         Shanghai Unicom,

o        engaging in direct marketing to stock market investors by, for example,
         including  advertising  inserts  in  investors'  bills  from  brokerage
         companies such as GF Securities Co., Ltd., Guotai Junan Securities Co.,
         Ltd., Everbright Securities Co., Ltd. and Guoxin Securities Co., Ltd.,

o        utilizing our database of users to create targeted marketing campaigns,

o        advertising  in  traditional  media  outlets  such  as  newspapers  and
         magazines, and

o        we plan to pre-install the Samsung mobile phones we distribute with the
         end-user  portion of our Sifang Gutong  software,  and place  brochures
         touting our stock  information,  stock  trading and  currency  exchange
         services in the packaging of those phones,  before distributing them to
         retailers.

Customer Research

         Our sales,  marketing and product development  activities are supported
by our five-member  customer research  department.  This department  focuses our
sales efforts in the following three distinct phases:

         Customer Acquisition

         Our customer research  department analyzes the success rates of various
national and local  marketing  campaigns in which we are involved,  including by
user segment and cost per user,  in order to determine  which  campaigns are the
most  effective.  Using  phone  surveys,  focus  groups  and  analyses  of usage
patterns,  the department also considers demographic and other market factors to
identify product mixes and product categories which are suitable for the current
market environment.

         Customer Conversion

         To enhance our ability to convert one-time or occasional customers into
regular  users  of our  services,  our  customer  research  department  analyzes
customer  and product  churn rates across the market,  average  revenue per user
data and other  information.  In this way, it can  identify  different  customer
segments and develop targeted marketing campaigns for those segments,  including
cross-selling and up-selling marketing campaigns.

         Customer Retention

         Our  customer  research  department  evaluates  ways to  maximize  user
interest in our services through, for example, providing feedback to our product
developers  to  improve  product  features  based on  customer  information  and
bundling older services with newly launched  services.  It also creates  various
reward programs designed to enhance customer loyalty.

Customer Services

         We pride  ourselves in providing  high quality  customer  service.  Our
dedicated customer service center based in Shanghai provides our users real-time
support  and is  staffed by 20  full-time  professionals.  The center  currently
operates  everyday from 7:00 a.m. to 10:00 p.m. We strive to achieve the fastest
response times and highest customer satisfaction levels in the industry.


                                       8
<PAGE>

Competitive Landscape

         There  are  currently  three  broad   categories  of  wireless  service
providers in China:

o        Portal service providers,  which have established expertise in Internet
         content and have  subsequently  branched into mobile space. The portals
         serve as content aggregators offering a variety of wireless value-added
         services.  These national portal operators include Sohu, NetEase, SINA,
         and Tom.com.

o        Dedicated  service  providers,  whose  businesses  focus on  offering a
         variety of wireless content  directly to mobile users.  These providers
         include Linktone, Newpalm and Mtone Wireless.

o        Niche service providers,  which focus on a particular market segment or
         application  that often  builds on a  pre-existing  sector  competency.
         These providers include Tencent, Enorbus, and Solute. We belong in this
         category because of our focus on financial information services.

We may also face competition from international wireless service providers.

         As the mobile  operators are becoming more  selective in choosing their
service  providers  to promote  high  quality  content,  ensure  high  levels of
customer service and limit the number of providers with which they have to deal,
scale is  becoming  more  important,  and we believe  the  industry  will likely
experience  consolidation  with the leading  nationwide  providers  gaining more
market share at the expense of smaller local providers. Nationwide providers may
also  acquire  some of  their  smaller  competitors  to  gain  access  to  local
relationships with the mobile operators in China or new product expertise.

                                  Distribution

Our Distribution Operation

         We  distribute  various  mobile  phone  brands in the  Shanghai,  China
region. We distribute mobile phones manufactured  primarily by Samsung, and to a
lesser extent, by Motorola,  Inc.  ("Motorola").  We began distributing Motorola
mobile phones in early 2002 and Samsung mobile phones in November 2002. We began
discontinuing our Motorola mobile phone distribution  business on June 30, 2004.
We will remain a distributor,  for the Shanghai region, of nine different mobile
phone models manufactured by Samsung,  and plan to increase our sales of Samsung
mobile phones.

         Six of the Samsung models we distribute  are  compatible  with the CDMA
network and three of the Samsung models we distribute  are  compatible  with the
GSM network.  We plan to pre-install  the end-user  portion of our Sifang Gutong
software in all of the Samsung mobile phones we distribute, and market our stock
information,  stock trading, and currency exchange services by placing brochures
touting those services in the packaging of those Samsung mobile phones before we
distribute  the phones to retailers.  We believe this process will increase name
recognition  of our  financial  information  and  stock  trading  services  with
wireless receiver users.

         There are three main first-tier wholesalers of Samsung phones in China:
Shanghai Taili Communication Equipment Co., Ltd., Shenzhen Tianyin Communication
Development  Co., Ltd., and Guangzhou  Yingtai Data Power  Technology  Co., Ltd.
These wholesalers  contract,  through local branches,  with  sub-wholesalers  to
distribute  each model in a defined area. We have contracts with Shanghai branch
offices of the three main  first-tier  wholesalers on whom we rely,  making us a
sub-wholesaler  distributor  of nine Samsung mobile phone models in the Shanghai
region. We sell approximately 52% of our mobile phones to three retailers.

         We have rebate  programs with Shanghai  Taili  Communication  Equipment
Co., Ltd. and Shenzhen  Tianyin  Communication  Development Co., Ltd. whereby we
are  credited  a certain  portion of the sales  price we paid to the  first-tier
wholesaler  if we are able to fulfill  certain  sales volume  prescribed by that
first-tier  wholesaler.  As a result, we are entitled to receive certain rebates
and credits for the inventory  held and sold by us within a specified  period of
time as set by the first-tier wholesaler offering the rebate program.


                                       9
<PAGE>

Competition

         We   estimate   that  we  compete   with   between  ten  and  20  other
sub-wholesalers  for the rights to  distribute  Samsung  phones in the  Shanghai
region. The three main competitive factors the wholesalers  consider in granting
a sub-wholesaler the rights to distribute a particular model include:

         Available Cash Flow.

         Sub-wholesalers  must be able to pay for the mobile  phones they desire
to purchase from first-tier wholesalers. First-tier wholesalers will be hesitant
to grant rights to  distribute a particular  model to a  sub-wholesaler  if that
sub-wholesaler  does not have  sufficient  capital to make large  purchases.  We
believe that having adequate cash flow gives us a competitive advantage.

         Relationships with Retailers.

         The wholesalers look to the types of relationships sub-wholesalers have
with large  retailers when deciding  which  sub-wholesaler  to utilize.  We have
strong   relationships   with  three  large   retailers  in  Shanghai  and  sell
approximately 52% of our mobile phones to these three retailers.

         Relationships with Wholesalers.

         We have relationships with the three major wholesalers of Samsung
phones in China and have been sub-wholesalers for those three wholesalers for
more than a year.

                                    Employees

         The following  table  summarizes  the  functional  distribution  of our
employees as of June 30, 2003 and 2004:

         -------------------------------- --------------------------------------
                                                         June 30,
         -------------------------------- --------------------------------------
                       Department               2003                2004
         -------------------------------- ------------------ -------------------
         Business Development                     5                  5
         -------------------------------- ------------------ -------------------
         Customer Research                        5                  5
         -------------------------------- ------------------ -------------------
         Customer Service                        20                  20
         -------------------------------- ------------------ -------------------
         Finance                                  3                  3
         -------------------------------- ------------------ -------------------
         Human Resources                          2                  2
         -------------------------------- ------------------ -------------------
         Investor Relations                       2                  2
         -------------------------------- ------------------ -------------------
         Legal and Administrative                 2                  2
         -------------------------------- ------------------ -------------------
         Sales and Marketing                     25                  25
         -------------------------------- ------------------ -------------------
         Product Development                     20                  20
         -------------------------------- ------------------ -------------------
         Technical Support                       10                  10
         -------------------------------- ------------------ -------------------
         -------------------------------- ------------------ -------------------
         Total                                   94                  94
         -------------------------------- ------------------ -------------------

         None of our  personnel  are  represented  under  collective  bargaining
agreements. We consider our relations with our employees to be good.

                                   Facilities

         We currently occupy two office spaces in the Shanghai region.  We lease
the first, located at 429 Guangdong Road,  Shanghai,  People's Republic of China
200001,  for approximately  $41,000 a year,  pursuant to an operating lease that
expires in December 2006. This office space contains our corporate headquarters,
and is  approximately  250  square  meters.  We own the  second,  located at 689
Laoshandong Road, Shanghai,  People's Republic of China 200120, which houses our
technical team and servers,  and is approximately  800 square meters. We believe
we will be able to obtain adequate  facilities,  principally through the leasing
of appropriate properties, to accommodate our future expansion plans.


                                       10
<PAGE>

                                Legal Proceedings

         No legal proceedings have been or are currently being undertaken for or
against the company, nor are we aware of any contemplated proceedings.

                     Wireless Technology Standards in China

         Several  different  wireless  technology  standards have been developed
which  operate at  different  frequencies  with both  analog and  digital  radio
signals.  First generation  wireless telephone systems employ analog technology,
while newer systems  employ digital  technology.  Digital  wireless  technology,
commonly  referred to as second  generation  technology,  or 2G,  multiplies the
number of users  that can be served by the same band of  spectrum  using  analog
technology. The wireless technologies most relevant in China currently include:

o        Global System for Mobile Communications,  or GSM -- initially developed
         in   order   to   facilitate    unification    and    integration    of
         telecommunications  within the  European  Union has  become  widespread
         throughout most Asian  countries.  GSM technology  breaks audio signals
         into sequential  pieces of data of a defined length,  places each piece
         into an information conduit at specific intervals and then reconstructs
         the pieces at the end of the conduit. A key component of the GSM system
         is the SIM card.  Data stored on the card  identifies the subscriber to
         the  mobile  network  as  well  as  the  service  authorized  for  that
         subscriber.  Since the identity of the  subscriber is held on the card,
         any mobile phone can be used in conjunction with the SIM card.

o        Code Division Multiple Access, or CDMA -- a digital technology standard
         which has been used in  commercial  operation  by several  operators in
         certain countries such as the United States and Korea. Unlike GSM, CDMA
         technology is a continuous  transmission technology which uses a coding
         system to mix discrete audio signals  together during  transmission and
         then separates those signals at the end of transmission.

         Prior to the commercial  rollout of third generation,  or 3G, networks,
2.5G  technology  standards  have  been  developed  for  both  the GSM and  CDMA
technologies to offer higher data transmission speeds,  enabling the use of more
data intensive products. Current 2.5G wireless technologies include:

o        General  Packet-Switched  Radio Service,  or GPRS -- offers faster data
         transmission  with speeds ranging from 56 kilobits per second, or Kbps,
         to 114 Kbps via a GSM network. GPRS supports a wide range of bandwidths
         and is  particularly  suited for sending and receiving  small bursts of
         data,  such as e-mail  and Web  browsing,  as well as large  volumes of
         data. GPRS also makes it possible for users to make telephone calls and
         transmit data simultaneously.

o        CDMA  1x  RTT  --  an  advanced  CDMA-based   technology  which  allows
         transmission of data at speeds of up to 144 Kbps, compared to a maximum
         of 64 Kbps for second generation CDMA networks.

         3G   represents   several   technology   standards   developed  by  The
International  Telecommunications  Union.  Third generation  technology has been
developed for both the GSM standard and CDMA standard.

         Wireless  value-added  services  can be  offered  through  all of these
technology standards and most commonly include:

o        Short  Messaging  Services,  or SMS -- a service that enables a user to
         send and  receive  text  messages  comprised  of words or numbers or an
         alphanumeric combination. SMS was created when it was incorporated into
         the GSM standard.

o        Wireless Application  Protocol,  or WAP -- a software protocol standard
         that  defines  a  standardized  means  of  transmitting  Internet-based
         content and data to handheld  devices such as mobile  phones and pagers
         with secure  access to e-mail and  text-based  Web pages.  WAP supports
         most wireless networks including GSM and CDMA.

o        Multimedia  Messaging  Services,  or MMS -- a  method  of  transmitting
         graphics,  video  clips,  sound  files and  short  text  messages  over
         wireless networks using the WAP protocol. MMS, however, is not the same
         as e-mail in that MMS is based on the concept of multimedia  messaging.
         An MMS  message  is  coded  so that  the  images,  sounds  and text are
         displayed  in  a   predetermined   order  as  one   singular   message.
         Furthermore, MMS does not support attachments as e-mail does.



                                       11
<PAGE>

o        JAVA -- a general programming environment that creates applications for
         the Internet or any other distributed  networks.  JAVA applications are
         intended to be independent of the hardware platform.

                              Government Regulation

         The  following  is a summary  of the  principal  governmental  laws and
regulations that are or may be applicable to wireless service  providers like us
in  China.  The  scope  and  enforcement  of many of the  laws  and  regulations
described  below  are  uncertain.  We  cannot  predict  the  effect  of  further
developments  in the Chinese legal system,  including  the  promulgation  of new
laws,  changes to existing laws or the  interpretation  or  enforcement of laws,
particularly with regard to wireless value-added services,  which is an emerging
industry in China.

Regulation of Telecommunication Services

         The telecommunications industry, including certain wireless value-added
services, is highly-regulated in China. Regulations issued or implemented by the
State  Council,  the  Ministry of  Information  Industries,  and other  relevant
government   authorities  cover  many  aspects  of  telecommunications   network
operation,  including entry into the  telecommunications  industry, the scope of
permissible   business   activities,   interconnection   and  transmission  line
arrangements, tariff policy and foreign investment.

         The principal  regulations  governing the  telecommunications  services
business in China include:

o        Telecommunications  Regulations (2000), or the Telecom Regulations. The
         Telecom  Regulations  categorize all  telecommunications  businesses in
         China  as  either  infrastructure   telecommunications   businesses  or
         value-added telecommunications businesses. The latter category includes
         SMS  and  other  wireless  value-added  services.   Under  the  Telecom
         Regulations,  certain services are classified as being of a value-added
         nature and require the  commercial  operator of such services to obtain
         an operating license, including telecommunication information services,
         online data  processing and  translation  processing,  call centers and
         Internet  access.  The  Telecom  Regulations  also set forth  extensive
         guidelines  with  respect to  different  aspects of  telecommunications
         operations in China.

o        Regulations    for    the     Administration    of     Foreign-Invested
         Telecommunications  Enterprises (2002), or the FI Telecom  Regulations.
         The FI Telecom Regulations set forth detailed requirements with respect
         to capitalization,  investor  qualifications and application procedures
         in connection  with the  establishment  of a  foreign-invested  telecom
         enterprise.  Under the FI  Telecom  Regulations,  a  foreign  entity is
         prohibited  from  owning  more  than  50% of the  total  equity  in any
         value-added  telecommunications  business in China,  subject to certain
         geographic limitations.

o        Administrative  Measures  for  Telecommunications   Business  Operating
         License  (2001),  or the Telecom  License  Measures.  Under the Telecom
         License Measures,  an approved value-added  telecommunications  service
         provider   must   conduct   its   business  in   accordance   with  the
         specifications recorded on its Telecom Business Operating License.

         In addition to  regulations  promulgated  at the national  level by the
Chinese  government,  the Shanghai  municipal  government has issued provisional
regulations  requiring SMS service providers to obtain licenses from or register
with the local Ministry of Information Industries branch office before providing
SMS  service  within the city.  At this time,  it is  unclear  whether  national
regulations will be promulgated regulating SMS services.

         Our affiliates,  Sifang Information and Tianci, each have a value-added
telecommunication   services   license   issued   by  the   Shanghai   Municipal
Telecommunications  Administration  Bureau,  which is the  local  office  of the
Ministry  of  Information  Industries.  They are  each  also in the  process  of
applying for an inter-provincial value-added  telecommunication license with the
Ministry of Information Industries.



                                       12
<PAGE>

Other Laws and Their Application

         Regulation  of Internet  Content  Services.  As a wireless  value-added
information services provider,  we do not engage in the Internet portal business
which typically  involves the provision of extensive  Internet content services,
including  Chinese language Web navigational  and search  capabilities,  content
channels,  web-based  communications  and community  services and a platform for
e-commerce,  such as auction  houses.  Sifang  Information  registered  with the
Shanghai  Telecommunication  Administration  Bureau in  January  2001 to provide
commercial services at the WWW.SIFANG.NET Web site.

         As a commercial ICP provider, Sifang Information is prohibited from
posting or displaying any content that:

o        opposes the fundamental principles determined in China's Constitution;

o        compromises  state  security,  divulges state  secrets,  subverts state
         power or damages national unity;

o        harms the dignity or interests of the state;

o        incites ethnic hatred or racial  discrimination or damages inter-ethnic
         unity;

o        sabotages China's religious policy or propagates heretical teachings or
         feudal superstitions;

o        disseminates   rumors,   disturbs   social  order  or  disrupts  social
         stability;

o        propagates obscenity,  pornography,  gambling, violence, murder or fear
         or incites the commission of crimes;

o        insults or slanders a third party or infringes  upon the lawful  rights
         and interests of a third party; or

o        includes   other   content   prohibited   by  laws  or   administrative
         regulations.

Failure to comply with these prohibitions may result in the closing of Sifang
Information's Web site.

         Regulation of News  Dissemination  through SMS Services.  Pursuant to a
circular issued by the Shanghai Communications  Administration,  distribution of
news content through wireless applications like SMS must be approved by relevant
government  agencies.  Both Sifang  Information  and Tianci  have all  necessary
approvals.

         Regulation of Advertisements.  The State Administration of Industry and
Commerce,  or the SAIC, is the  government  agency  responsible  for  regulating
advertising  activities  in  China.  The  SAIC has not  promulgated  regulations
specifically  aimed at  wireless  advertising  through  a media  other  than the
Internet,  such as through SMS services.  One provisional  regulation  issued by
Shanghai  municipal  government  prohibits  service  providers  from sending SMS
advertisements without the client's consent.

         As  part  of our  non-mobile  operator  marketing  activities,  we have
developed  integrated marketing campaigns with traditional media outlets such as
magazines  and  newspapers  and  multinational   corporations   through  certain
cross-selling  efforts with companies,  including  Motorola and Samsung.  If the
SAIC were to treat our  integrated  marketing  campaigns or other  activities as
being  advertising  activities,  we would need to apply to the local SAIC for an
advertising license to conduct wireless  advertising business (through SMSs, for
example).  We can give no assurance that such  application  would be approved by
the SAIC.  Failure to obtain such approval  could result in penalties  including
being banned from engaging in online  advertising  activities,  confiscation  of
illegal earnings and fines.

         Foreign Exchange Controls.  The principal regulations governing foreign
exchange in China are the Foreign  Exchange Control  Regulations  (1996) and the
Administration of Settlement,  Sale and Payment of Foreign Exchange  Regulations
(1996),  or  the  Foreign  Exchange  Regulations.  Under  the  Foreign  Exchange
Regulations,  Renminbi is freely  convertible  into foreign currency for current
account items,  including the distribution of dividends.  Conversion of Renminbi
for  capital  account  items,  such as direct  investment,  loans  and  security
investment,   however,   is  still   subject  to  the   approval  of  the  State
Administration of Foreign Exchange, or SAFE.

         Under the Foreign Exchange  Regulations,  foreign-invested  enterprises
are required to open and maintain separate foreign exchange accounts for capital


                                       13
<PAGE>

account  items  (but  not  for  other  items).  In  addition,   foreign-invested
enterprises  may only buy, sell and/or remit  foreign  currencies at those banks
authorized to conduct foreign exchange business after providing valid commercial
documents  and,  in the case of capital  account  item  transactions,  obtaining
approval from SAFE.

Intellectual Property and Proprietary Rights

         We rely primarily on a combination  of copyright  laws and  contractual
restrictions  to establish  and protect our  intellectual  property  rights.  We
require  our  employees  to  enter  into  agreements   requiring  them  to  keep
confidential all information  relating to our customers,  methods,  business and
trade  secrets  during and after their  employment  with us. Our  employees  are
required to acknowledge and recognize that all inventions,  trade secrets, works
of authorship,  developments and other  processes,  whether or not patentable or
copyrightable,  made by them during their employment are our property. They also
sign agreements to substantiate  our sole and exclusive right to those works and
to transfer any ownership that they may claim in those works to us.

         While we actively take steps to protect our  proprietary  rights,  such
steps may not be adequate to prevent the infringement or misappropriation of our
intellectual property. This is particularly the case in China where the laws may
not  protect  our  proprietary   rights  as  fully  as  in  the  United  States.
Infringement or misappropriation  of our intellectual  property could materially
harm our business.  Sifang Information has registered the following Internet and
WAP domain name www.sifang.net.

         Shanghai Sifang  Communication  Company  ("Sifang  Communication")  has
registered one trademark with China's  Trademark  Office.  That trademark is its
logo,  a square (the  English  translation  of "Sifang"  is  "square").  China's
trademark law utilizes a "first-to-file"  system for obtaining trademark rights.
As a result,  the first applicant to file an application  for  registration of a
mark will preempt all other applicants.  Prior use of unregistered marks, except
"well known" marks,  is generally not a basis for legal action in China.  We may
not be able to  successfully  defend or claim any legal rights in any trademarks
for which we apply in the future.

         Pursuant  to  a  license  agreement   between  our  affiliate,   Sifang
Communication,  and us, we have the right to use its registered  trademark,  its
square logo,  whenever necessary.  We also acquired all of Sifang  Information's
interest in the Sifang Gutong software  pursuant to the terms of the spin-off of
Sifang  Information's  business  divisions  focusing on value-added  information
services and  distribution  of mobile phones.  We have the right to use the word
"Sifang" and to market ourselves through  www.sifang.net  with regard to both of
the spun-off divisions.

         Many parties are actively  developing and seeking patent protection for
wireless services-related  technologies.  We expect these parties to continue to
take steps to protect these  technologies,  including seeking patent protection.
There may be patents  issued or  pending  that are held by others and that cover
significant parts of our technology, business methods or services. Disputes over
rights to these  technologies  are likely to arise in the  future.  We cannot be
certain that our products do not or will not infringe valid patents,  copyrights
or other intellectual  property rights held by third parties.  We may be subject
to legal  proceedings and claims from time to time relating to the  intellectual
property of others.













                                       14
<PAGE>

                              CAUTIONARY STATEMENTS

         You  should  carefully  consider  the  following  risks  and the  other
information set forth  elsewhere in this Current  Report.  If any of these risks
occur,  our business,  financial  condition  and results of operations  could be
adversely  affected.  As a result,  the trading  price of our common stock could
decline, perhaps significantly.

    RISKS RELATED TO OUR WIRELESS VALUE-ADDED INFORMATION SERVICES BUSINESS

WE DEPEND UPON CONTRACTUAL  ARRANGEMENTS WITH OUR AFFILIATED  VALUE-ADDED MOBILE
PHONE SERVICE PROVIDERS,  SHANGHAI SIFANG  INFORMATION  TECHNOLOGY CO., LTD., OR
SIFANG  INFORMATION,  AND SHANGHAI TIANCI INDUSTRIAL GROUP CO., LTD., OR TIANCI,
FOR THE SUCCESS OF OUR BUSINESS.  THESE  ARRANGEMENTS MAY NOT BE AS EFFECTIVE IN
PROVIDING OPERATIONAL CONTROL AS DIRECT OWNERSHIP OF THESE BUSINESSES AND MAY BE
DIFFICULT TO ENFORCE.

         Because we  conduct  our  business  only in China,  and  because we are
restricted by the Chinese government from owning  telecommunications or Internet
operations  in China,  we  depend on our  affiliated  value-added  mobile  phone
service  providers,  Sifang  Information and Tianci,  in which we have no direct
ownership interest,  but with which we have entered into information service and
cooperation agreements, to provide those services to mobile phone users in China
through contractual agreements with the mobile operators, China Mobile and China
Unicom. These arrangements may not be as effective in providing control over our
value-added  information  services  to mobile  phone  users in China as would be
direct ownership of these businesses.  For example, Sifang Information or Tianci
could fail to take actions  required to operate our  business,  such as entering
into service contracts with China Mobile and China Unicom.  Moreover,  a portion
of the fees for our services are paid by the mobile operators directly to Sifang
Information  and Tianci,  which are then obligated to transfer all of those fees
to us, in  return  for a small  fee.  If Sifang  Information  or Tianci  fail to
perform their obligations  under these agreements,  we may have to rely on legal
remedies  under  Chinese law,  which we cannot  assure you would be effective or
sufficient.

         In the opinion of our Chinese counsel, Grandall Legal Group (Shanghai),
Sifang Information and Tianci each possess such licenses, permits, certificates,
authorities and approvals, issued by appropriate governmental agencies or bodies
in the People's  Republic of China,  as are necessary to conduct its business as
presently  conducted as well as to perform their obligations under any contracts
between them and China Mobile and China Unicom,  respectively.  In addition,  to
the best knowledge of Grandall Legal Group  (Shanghai),  TCH is not in breach of
or in default under any laws of the People's  Republic of China or any approval,
consent, waiver, authorization,  exemption,  permission,  endorsement or license
granted by any  People's  Republic of China  governmental  agencies.  There are,
however,  substantial uncertainties regarding the interpretation and application
of current and future Chinese laws and regulations, as discussed below.

WE DEPEND ON ONE SOFTWARE  DEVELOPER FOR A  SIGNIFICANT  PORTION OF OUR SOFTWARE
DEVELOPMENT, AS WELL AS FOR IMPORTANT MARKETING RELATIONSHIPS.

         We rely on Chengao to develop a  significant  portion of our  software,
including our Sifang Gutong software. We also rely on Chengao to provide us with
an important marketing  relationship regarding Sifang Gutong. If we were to lose
our  relationship  with Chengao we may have a difficult  time finding a suitable
replacement in the short term.

Our corporate  structure could be deemed to be in violation of current or future
Chinese laws and regulations which could adversely affect our ability to operate
our business effectively or at all.

         In connection with China's entry into the World Trade Organization,  or
WTO, foreign investment in value-added  telecommunications and Internet services
in China was  liberalized  to allow for 30.0% foreign  ownership in  value-added
telecommunication  and  Internet  services  in 2002,  49.0%  in 2003  and  50.0%
thereafter. In order to meet these ownership requirements,  we have entered into
information service and cooperation agreements with two of our Chinese affiliate
companies:  Sifang  Information and Tianci.  We do not have any direct ownership


                                       15
<PAGE>

interest in Sifang Information or Tianci. The original shareholder  structure of
Sifang  Holdings was  identical to the current  shareholder  structure of Sifang
Information,  and each of Sifang  Information and Tianci are beneficially  owned
69% by Tai Caihua, our president and the chairman of our board of directors.  It
is possible that the relevant  Chinese  authorities  could, at any time,  assert
that any portion or all of TCH's, Sifang Information's,  or Tianci's existing or
future  ownership  structure and businesses  violate  existing or future Chinese
laws,  regulations  or  policies.  It is also  possible  that  the  new  laws or
regulations  governing the  telecommunication  or Internet sectors in China that
have been  adopted or may be adopted in the future  will  prohibit  or  restrict
foreign  investment  in, or other aspects of,  TCH's,  Sifang  Information's  or
Tianci's current or proposed businesses and operations.  In addition,  these new
laws and regulations may be retroactively applied. In any such case, we could be
required to restructure our operations  which could adversely affect our ability
to operate our business effectively or at all.

WE DEPEND ON CHINA  MOBILE AND CHINA  UNICOM  FOR  DELIVERY  OF OUR  VALUE-ADDED
INFORMATION  SERVICES TO MOBILE  PHONE USERS IN CHINA,  AND THE  TERMINATION  OR
ALTERATION OF SIFANG INFORMATION'S AND TIANCI'S VARIOUS CONTRACTS WITH EITHER OF
THEM OR THEIR  PROVINCIAL OR LOCAL  AFFILIATES  COULD  MATERIALLY  AND ADVERSELY
IMPACT OUR BUSINESS.

         Our  affiliated  value-added  mobile phone  service  providers,  Sifang
Information  and Tianci,  contract with the two mobile phone operators in China,
China Mobile and China  Unicom,  to offer our wireless  value-added  information
services to mobile phone users through those two mobile phone  operators,  which
service  nearly  all  of  China's   approximately  282.2  million  mobile  phone
subscribers.  Given their dominant market position,  our affiliated  value-added
mobile phone service  providers'  negotiating  leverage with these  operators is
limited.  If our affiliated  value-added mobile phone service providers' various
contracts with either  operator are terminated or adversely  altered,  it may be
impossible for our affiliated value-added mobile phone service providers to find
appropriate  replacement  operators  with the  requisite  licenses  and permits,
infrastructure  and customer base to offer our services,  and our business would
be significantly impaired.

         Our value-added information services are provided to mobile phone users
in China pursuant to contracts our  affiliates  have with China Mobile and China
Unicom and their  provincial  or local  affiliates.  Each of these  contracts is
non-exclusive,  and has a limited  term  (generally  one year).  Our  affiliates
usually  renew these  contracts or enter into new ones when the prior  contracts
expire, but on occasion the renewal or new contract can be delayed by periods of
one month or more.  The terms of these  contracts  vary,  but the  operators are
generally  entitled to terminate them in advance for a variety of reasons or, in
some  cases,  for no reason in their  discretion.  For  example,  several of our
affiliates' contracts with the mobile operators can generally be terminated if:

o        our  affiliate  fails  to  achieve  performance   standards  which  are
         established by the applicable operator from time to time,

o        our  affiliate  breaches its  obligations  under the  contracts,  which
         include,  in many cases,  the  obligation  not to deliver  content that
         violates the operator's policies and applicable law,

o        the  operator  receives  high levels of customer  complaints  about our
         affiliate's services, or

o        the operator  sends written  notice to our affiliate  that it wishes to
         terminate the contract at the end of the applicable notice period.

         Our affiliates may also be compelled to alter their  arrangements  with
these mobile operators in ways which adversely affect our business. China Mobile
and China  Unicom  have  unilaterally  changed  their  policies  as  applied  to
third-party service providers in the past, and may do so again in the future. We
may  not  be  able  to  adequately  respond  to  negative  developments  in  the
contractual  relationships  between  our  affiliates  and China  Mobile or China
Unicom in the future  because  we do not have a  contractual  relationship  with
China Mobile or China Unicom.

OUR BUSINESS COULD BE ADVERSELY AFFECTED IF CHINA MOBILE OR CHINA UNICOM OR BOTH
BEGIN PROVIDING THEIR OWN WIRELESS VALUE-ADDED SERVICES.

         Our wireless value-added information services business may be adversely
affected if China Mobile or China Unicom or both decide to begin providing their
own wireless  value-added services to mobile phone users. In that case, we would
face enhanced  competition,  and our services could be fully or partially denied
access to their networks.


                                       16
<PAGE>

WE DEPEND IN PART ON CHINA MOBILE AND CHINA UNICOM TO MAINTAIN  ACCURATE RECORDS
AND  THEIR  WILLINGNESS  TO PAY  OUR  AFFILIATED  VALUE-ADDED  WIRELESS  SERVICE
PROVIDERS.

         We depend in part on China Mobile and China Unicom to maintain accurate
records of the fees paid by users and their  willingness  to pay our  affiliated
value-added  wireless  service  providers.  Specifically,  the mobile  operators
provide our  affiliates  with monthly  statements  that do not provide  itemized
information  regarding  which of our  services  are being paid for. As a result,
monthly statements that our affiliates receive and provide to us from the mobile
operators  cannot be reconciled to our internal  records.  In addition,  we have
only limited means to independently verify the information provided to us by our
affiliates in this regard because we do not have access to the mobile operators'
internal  records.  Our  business  and results of  operation  could be adversely
affected if these mobile phone companies miscalculate the revenue generated from
our services and our affiliates'  portion of that revenue,  or refuse to pay our
affiliates altogether.

OUR  REVENUES  AND COST OF SERVICES  ARE  AFFECTED  BY BILLING AND  TRANSMISSION
FAILURES WHICH ARE OFTEN BEYOND OUR CONTROL.

         Our  affiliates  do not collect fees for our  services  owed to them by
China Mobile and China Unicom in a number of circumstances, including if:

o        the delivery of our service to a customer is  prevented  because his or
         her phone is turned off for an extended  period of time, the customer's
         prepaid  phone card has run out of value or the  customer has ceased to
         be a customer of the applicable operator,

o        China Mobile or China Unicom  experiences  technical  problems with its
         network which prevent the delivery of our services to the customer,

o        we  experience  technical  problems with our  technology  platform that
         prevents delivery of our services,

o        our  affiliates  experience  technical  problems with their  technology
         platform which prevents delivery of our services, or

o        the  customer  refuses to pay for our  service  due to quality or other
         problems.

         These  situations are known in the industry as billing and transmission
failures,   and  we  do  not  recognize  any  revenue  for  services  which  are
characterized  as billing and transmission  failures.  The failure rate can vary
among the operators,  and by province, and also has fluctuated  significantly in
the past. If actual billing and transmission failures exceed our estimates,  our
revenues could be materially adversely affected.

BECAUSE CHINA MOBILE AND CHINA UNICOM DO NOT SUPPLY OUR  AFFILIATED  VALUE-ADDED
MOBILE PHONE SERVICE  PROVIDERS WITH REVENUE AND  TRANSMISSION  INFORMATION ON A
SERVICE-BY-SERVICE  BASIS, WE CAN ONLY ESTIMATE OUR ACTUAL GROSS REVENUE AND OUR
COST OF SERVICES BY SERVICE TYPE, AND AS A RESULT,  WHICH OF OUR SERVICES ARE OR
MAY BE  PROFITABLE,  ALL OF WHICH  MAKE IT  DIFFICULT  TO  ANALYZE  THE  FACTORS
AFFECTING OUR FINANCIAL PERFORMANCE.

         China  Mobile's and China  Unicom's  monthly  statements to value-added
service  providers  regarding  the  services  provided  through  their  networks
currently  do  not  contain  revenue  and  billing  and   transmission   failure
information on a service-by-service  basis. Although we maintain our own records
reporting the services  provided,  we can only estimate our actual gross revenue
and cost of services by service type in this  business  because we are unable to
confirm which services were transmitted but resulted in billing and transmission
failures.  As a result,  we are not able to  definitively  calculate and monitor
service-by-service  revenue,  margins and other financial  information,  such as
average  revenue per user by service and total revenue per user by service,  and
also  cannot  definitively  determine  which  of  our  services  are  or  may be
profitable.

CHINA MOBILE AND CHINA UNICOM MAY IMPOSE  HIGHER  SERVICE OR NETWORK FEES ON OUR
AFFILIATED  VALUE-ADDED  SERVICE  PROVIDERS IF WE ARE UNABLE TO SATISFY CUSTOMER
USAGE AND OTHER PERFORMANCE CRITERIA.

         Fees for our wireless value-added information services are charged on a
monthly subscription or per use basis. Based on our contractual arrangements and
those of our wireless value-added service providers, we rely on China Mobile and
China Unicom to bill and collect fees for our services from mobile phone users.


                                       17
<PAGE>

         China  Mobile  and  China  Unicom   generally   charge  our  affiliated
value-added  service  providers  service  fees of 15%  and  30% of the  revenues
generated  by their  services,  respectively.  To the extent  that the number of
messages sent by our affiliates  over China Mobile's  network exceeds the number
of messages their  customers  send to them, our affiliates  must pay per message
network  fees,  which  decrease in several  provinces  as the volume of customer
usage of our services  increases.  The number of messages sent by our affiliates
will exceed those sent by their users, for example,  if a user sends us a single
message to order a game but our  affiliates  in turn must send that user several
messages  to  confirm  his or  her  order  and  deliver  the  game  itself.  Our
affiliates' service fees for China Unicom could also rise if our affiliates fail
to meet certain  customer  usage,  revenue and other  performance  criteria.  We
cannot be certain that our affiliates  will be able to continue to satisfy these
criteria in the future or that the mobile  operators  will keep the  criteria at
their current levels.  Any increase in China Mobile's or China Unicom's  network
fees and service charges could reduce our gross margins.

CHINA  MOBILE  AND CHINA  UNICOM  MAY  TERMINATE  THEIR  RELATIONSHIPS  WITH OUR
AFFILIATES IF OUR AFFILIATES FAIL TO ACHIEVE MINIMUM CUSTOMER USAGE, REVENUE AND
OTHER CRITERIA.

         Our business could be adversely affected if our affiliated  value-added
mobile phone service  providers fail to achieve minimum customer usage,  revenue
and other criteria  imposed or revised by China Mobile and China Unicom at their
discretion  from time to time.  China  Mobile and China  Unicom,  through  their
national  and local  offices,  have  historically  preferred to work only with a
small group of the best performing wireless value-added service providers, based
upon the  uniqueness of the service  offered by each  provider,  total number of
users,  usage and revenue generated in the applicable  province or municipality,
the rate of customer  complaints,  and marketing  expenditures in the applicable
province or municipality.

THE SERVICES OUR AFFILIATED VALUE-ADDED MOBILE PHONE SERVICE PROVIDERS OFFER AND
THE PRICES THEY CHARGE ARE SUBJECT TO APPROVAL BY CHINA MOBILE AND CHINA UNICOM,
AND IF  REQUESTED  APPROVALS  ARE NOT GRANTED IN A TIMELY  MANNER,  OUR BUSINESS
COULD BE ADVERSELY AFFECTED.

         Our affiliated  value-added  mobile phone service providers must obtain
approval  from China  Mobile and China  Unicom with respect to each service that
they propose to offer to their  customers and the pricing for such  service.  In
addition,  any changes in the pricing of our affiliates'  existing services must
be approved in advance by these  operators.  There can be no assurance that such
approvals will be granted in a timely manner or at all. Moreover,  under some of
our affiliates' contracts with the operators, prices cannot be changed more than
once every six months and prices must be within fixed  parameters,  depending on
the service. Any failure of our affiliates to obtain, or any delay in, obtaining
such approvals  could place us at a competitive  disadvantage  in the market and
adversely affect our business.

WE  OPERATE  IN A  RAPIDLY  EVOLVING  INDUSTRY,  WHICH  MAKES IT  DIFFICULT  FOR
INVESTORS TO EVALUATE OUR BUSINESS.

         We  began  commercially   offering  wireless  value-added   information
services  to mobile  phone and pager users in China in January  2002,  and since
that time,  the  technologies  and  services  used in the  wireless  value-added
information  services industry in China have developed  rapidly.  As a result of
this  rapid and  continual  change in the  industry,  you  should  consider  the
prospects of our value-added  information service business in light of the risks
and  difficulties  frequently  encountered  by  businesses  in an early stage of
development. These risks include our ability to:

o        attract  and  retain  users for our  wireless  value-added  information
         services,

o        expand the  content  and  services  that we offer and,  in  particular,
         develop and aggregate innovative new content and service offerings,

o        respond effectively to rapidly evolving competitive and market dynamics
         and  address  the  effects  of  mergers  and  acquisitions   among  our
         competitors,

o        build relationships with strategic partners, and

o        increase awareness of our brand and user loyalty.

         Due to these  factors,  there can be no certainty that we will maintain
or increase our current  share of the highly  competitive  wireless  value-added
information services market in which we operate.


                                       18
<PAGE>

THE  SUCCESS  OF  SOME  OF OUR  WIRELESS  VALUE-ADDED  INFORMATION  SERVICES  IS
SIGNIFICANTLY  DEPENDENT ON OUR ABILITY TO OBTAIN AND REFORMAT DESIRABLE CONTENT
AND TECHNOLOGY FROM THIRD PARTIES.

         We obtain much of our content, including financial information,  games,
logos, music, news and other information,  from third parties.  Furthermore,  we
expect that we will  develop and  purchase  technology  in  connection  with our
development  of next  generation  services  such as MMS,  JAVA and BREW.  As the
market for  wireless  value-added  information  services  develops,  content and
technology  providers may attempt to increase  their  profits from  distribution
arrangements  by  demanding  greater  fees or a share of  revenues,  which would
adversely  affect  our  financial  performance.  Many of our  arrangements  with
content and technology providers are non-exclusive,  have a term of one year and
are subject to renewal.  If our competitors are able to obtain such content in a
similar  or  superior  manner  or to  license  the same  technologies,  it could
adversely  affect the  popularity of our services and our  negotiating  leverage
with third-party providers.

         If  we  fail  to  establish   and  maintain   economically   attractive
relationships   with  content  and   technology   providers  and  to  thereafter
successfully  reformat their products,  we may not be able to attract and retain
users or maintain or improve our financial performance.

WE DEPEND ON OUR SIFANG GUTONG  SOFTWARE  CONTINUING  TO BE COMPATIBLE  WITH NEW
MOBILE PHONE MODELS.

         There can be no  assurance  that our  Sifang  Gutong  software  will be
compatible with new mobile phones developed by manufacturers such as Samsung. If
the software is no longer compatible,  we will be forced to engage Chengao or an
alternative  software  developer to develop software that is compatible with the
new mobile phones or we will have to develop the software  ourselves.  If we are
unable to either engage a software  developer or develop  software in house that
is compatible with the new mobile phones, we will lose a significant  portion of
our value-added  information services revenue,  including all of the pre-charged
subscription  fee revenues we receive  pursuant to the  information  service and
cooperation agreement among us, Chengao, and Sifang Information.

WE FACE INTENSE COMPETITION.

         The Chinese  market for  wireless  value-added  services  is  intensely
competitive. We believe there are more than 800 service providers (including the
three groups discussed below) as of June 30, 2004, and is changing  rapidly.  We
compete  indirectly  with the  following  three  groups of wireless  value-added
service providers in China:

o        portal service providers,  which have established expertise in Internet
         content and have  subsequently  branched into mobile space. The portals
         serve as content aggregators offering a variety of wireless value-added
         services,

o        dedicated  service  providers,  whose  businesses  focus on  offering a
         variety of wireless content directly to mobile users, and

o        niche service  providers,  which focus primarily on a particular market
         segment or  application  that  often  builds on a  pre-existing  sector
         competency.

         We have faced  indirect  competition  from all three  groups  since our
entry  into  this  market.  Moreover,  there are low  barriers  to entry for new
competitors  in the  wireless  value-added  services  market.  As a result,  our
existing or  potential  competitors  may in the future  achieve  greater  market
acceptance  and gain  additional  market  share,  which in turn could reduce our
revenues.

MOST OF OUR  VALUE-ADDED  INFORMATION  SERVICES  REVENUES  ARE DERIVED  FROM THE
SHANGHAI  MUNICIPAL  AREA AND  SURROUNDING  PROVINCES,  AND THE  TERMINATION  OR
ALTERATION OF OUR AFFILIATES' CONTRACTS WITH THE MOBILE OPERATORS,  OR A GENERAL
ECONOMIC DOWNTURN IN THOSE AREAS COULD HAVE A PARTICULARLY ADVERSE EFFECT ON OUR
BUSINESS.

         Per capita income levels and mobile phone  penetration rates (i.e., the
number of mobile  subscribers  divided by the  population of China) in China are
generally higher in the coastal and southern provinces, and most of our revenues
derive  from  those  areas,  including  the  municipality  of  Shanghai  and the
provinces of Beijing and Jiangsu.


                                       19
<PAGE>

WE DEPEND ON KEY PERSONNEL FOR THE SUCCESS OF OUR BUSINESS.  OUR BUSINESS MAY BE
SEVERELY  DISRUPTED IF WE LOSE THE SERVICES OF OUR KEY  EXECUTIVES AND EMPLOYEES
OR FAIL TO ADD NEW SENIOR AND MIDDLE MANAGERS TO OUR MANAGEMENT.

         Our future success is heavily  dependent upon the continued  service of
our key executives,  particularly Tai Caihua,  our president and chairman of our
board of directors,  Fu Sixing, our chief executive  officer,  Lu Qin, our chief
financial officer,  and Huang Tianqi, our chief technology  officer.  Our future
success is also  dependent  upon our  ability to  attract  and retain  qualified
senior and middle managers to our management team. If one or more of our current
or future key  executives  and  employees are unable or unwilling to continue in
their present  positions,  we may not be able to easily  replace  them,  and our
business may be severely disrupted.  In addition, if any of these key executives
or employees  joins a  competitor  or forms a competing  company,  we could lose
customers  and  suppliers  and incur  additional  expenses  to recruit and train
personnel.  Each of our  executive  officers  has  entered  into  an  employment
agreement and a confidentiality,  non-competition and non-solicitation agreement
with  us.  We do not  maintain  key-man  life  insurance  for  any  of  our  key
executives.  Management will spend approximately 30% of its time managing Sifang
Information.

         We also rely on a number of key  technology  staff for the operation of
our  company.  Given the  competitive  nature of our  industry,  the risk of key
technology staff leaving our company is high and could disrupt our operations.

RAPID GROWTH AND A RAPIDLY  CHANGING  OPERATING  ENVIRONMENT  STRAIN OUR LIMITED
RESOURCES.

         As our user base increases,  we will need to increase our investment in
our technology  infrastructure,  facilities  and other areas of  operations,  in
particular  our product  development,  customer  service and sales and marketing
departments,  which are  important  to our future  success.  If we are unable to
manage our growth and expansion effectively, the quality of our services and our
customer  support  could  deteriorate  and our business  may suffer.  Our future
success will depend on, among other things, our ability to:

o        develop and quickly introduce new services, adapt our existing services
         and  maintain  and  improve  the  quality  of  all  of  our   services,
         particularly as new mobile technologies such as 3G are introduced,

o        expand the  percentage  of our  revenues  which are  recurring  and are
         derived from monthly subscription based services,

o        continue  to  enter  into and  maintain  relationships  with  desirable
         content providers,

o        continue training,  motivating and retaining our existing employees and
         attract and integrate new employees,  including our senior  management,
         most of whom have been with our company for less than one year,

o        develop and improve our  operational,  financial,  accounting and other
         internal systems and controls, and

o        maintain  adequate  controls and procedures to ensure that our periodic
         public  disclosure  under applicable  laws,  including U.S.  securities
         laws, is complete and accurate.

ANY  FAILURES  OF THE MOBILE  TELECOMMUNICATIONS  NETWORK,  THE  INTERNET OR OUR
TECHNOLOGY PLATFORM MAY REDUCE USE OF OUR SERVICES.

         Both the continual  accessibility  of China Mobile's and China Unicom's
mobile  networks  and  the  performance  and  reliability  of  China's  Internet
infrastructure  are  critical  to our  ability  to  attract  and  retain  users.
Moreover,  our  business  depends on our  ability to maintain  the  satisfactory
performance,  reliability  and  availability  of our  technology  platform.  The
servers which  constitute the principal  system  hardware for our operations are
located in one location in Shanghai.  Any server  interruptions,  break-downs or
system failures,  including failures caused by sustained power shutdowns, floods
or fire  causing  loss or  corruption  of data or  malfunctions  of  software or
hardware  equipment,  or other events outside our control that could result in a
sustained  shutdown  of all or a material  portion of the mobile  networks,  the
Internet  or our  technology  platform,  could  adversely  impact our ability to
provide our services to users and decrease our revenues.


                                       20
<PAGE>

COMPUTER  VIRUSES AND HACKING MAY CAUSE DELAYS OR  INTERRUPTIONS  ON OUR SYSTEMS
AND MAY REDUCE USE OF OUR SERVICES AND HARM OUR REPUTATION.

         Computer  viruses  and  hacking  may  cause  delays  or  other  service
interruptions on our systems.  "Hacking"  involves efforts to gain  unauthorized
access to information or systems or to cause intentional malfunctions or loss or
corruption of data, software, hardware or other computer equipment. In addition,
the inadvertent  transmission of computer  viruses could expose us to a material
risk of loss or litigation and possible liability.  We may be required to expend
significant  capital and other  resources  to protect  our  systems  against the
threat of such  computer  viruses  and  hacking and to rectify any damage to our
systems.  Moreover,  if a computer virus or hacking which affects our systems is
highly  publicized,  our reputation could be materially damaged and usage of our
services may decrease.

WE MAY BE HELD LIABLE FOR INFORMATION DISPLAYED ON OR RETRIEVED FROM OUR SERVICE
OFFERINGS.

         We may face liability for defamation,  negligence, copyright, patent or
trademark  infringement  and other claims based on the nature and content of the
materials that we provide in our wireless value-added  information services. For
example,  SMS news  updates  provided by us could  possibly be deemed to contain
state secrets in violation of applicable Chinese law. In addition, third parties
could assert claims  against us for losses  incurred in reliance on  information
distributed by us. We may incur significant costs in investigating and defending
these claims, even if they do not result in liability.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL  PROPERTY,  AND WE MAY
BE EXPOSED TO INFRINGEMENT CLAIMS BY THIRD PARTIES.

         We rely on  contractual  restrictions  on  disclosure  to  protect  our
intellectual  property  rights.  Monitoring  unauthorized use of our information
services is  difficult  and costly,  and we cannot be certain  that the steps we
take will effectively  prevent  misappropriation  of our technology and content.
Our  management may determine in the future to make  application  for copyright,
trademark  or  trade  secret  protection  if  management  determines  that  such
protection would be beneficial and cost-effective.

         From time to time,  we may have to resort to  litigation to enforce our
intellectual  property  rights,  which  could  result in  substantial  costs and
diversion of our resources.  In addition,  third parties may initiate litigation
against us for alleged infringement of their proprietary rights. In the event of
a  successful  claim of  infringement  and our failure or  inability  to develop
non-infringing  technology  or  content  or  license  the  infringed  or similar
technology or content on a timely basis,  our business  could suffer.  Moreover,
even if we are able to license the  infringed or similar  technology or content,
license fees that we pay to licensors could be substantial or uneconomical.

WE HAVE LIMITED BUSINESS INSURANCE COVERAGE.

         The  insurance  industry  in  China  is  still  at an  early  stage  of
development.  Insurance  companies  in China offer  limited  business  insurance
products, and do not, to our knowledge, offer business liability insurance. As a
result,  we do not  have  any  business  liability  insurance  coverage  for our
operations.  Moreover, while business disruption insurance is available, we have
determined  that the risks of disruption and cost of the insurance are such that
we do not  require it at this  time.  Any  business  disruption,  litigation  or
natural disaster might result in substantial costs and diversion of resources.

          RISKS RELATED TO THE WIRELESS VALUE-ADDED SERVICES INDUSTRY

OUR ABILITY TO GENERATE REVENUES COULD SUFFER IF THE CHINESE MARKET FOR WIRELESS
VALUE-ADDED SERVICES DOES NOT DEVELOP AS ANTICIPATED.

         The wireless  value-added  services market in China has evolved rapidly
over the last four years, with the introduction of new services,  development of
consumer  preferences,  market  entry  by  new  competitors  and  adaptation  of
strategies by existing competitors.  We expect each of these trends to continue,
and we must  continue  to adapt our  strategy  to  successfully  compete  in our
market.


                                       21
<PAGE>

         In particular,  we currently offer a wide range of wireless value-added
information services for mobile phones using 2.5G technologies.  There can be no
assurance,  however,  that these 2.5G  technologies and any services  compatible
with them will be accepted  by  consumers  or promoted by the mobile  operators.
Moreover,   there  are  numerous  other   technologies   in  varying  stages  of
development, such as third generation mobile technologies, which could radically
alter or eliminate the market for SMS or 2.5G services.

         Accordingly,  it is extremely  difficult to accurately predict consumer
acceptance  and demand for various  existing and  potential  new  offerings  and
services,   and  the  future  size,  composition  and  growth  of  this  market.
Furthermore,  given the  limited  history  and  rapidly  evolving  nature of our
market, we cannot predict the price that wireless subscribers will be willing to
pay for our  services or the  services  of our  affiliated  value-added  service
providers or whether subscribers will have concerns about security, reliability,
cost and quality of service associated with wireless services.  If acceptance of
our wireless value-added information services is different than anticipated, our
ability to maintain or increase our revenue and profits could be materially  and
adversely affected.

THE  POPULARITY OF OUR SERVICES  WHICH OPERATE WITH NEXT  GENERATION  TECHNOLOGY
STANDARDS ARE NECESSARILY  DEPENDENT ON THE MARKET  PENETRATION OF MOBILE PHONES
THAT ARE COMPATIBLE WITH THOSE STANDARDS, WHICH IS BEYOND OUR CONTROL.

         Mobile  phone  users can  access  our MMS,  WAP,  JAVA,  BREW and other
services which operate with next  generation  technology  standards only if they
purchase mobile phones that are compatible with those standards.  In particular,
mobile phones that are 2.5G-compatible have historically been significantly more
expensive  in China than  mobile  phones  using  older  technology  such as GSM.
Although the prices of 2.5G-compatible  mobile phones have been dropping rapidly
in recent quarters, we cannot be certain whether this trend will continue or the
extent to which existing users will be willing to upgrade their mobile phones to
obtain the latest  technology.  The pricing,  marketing  and other factors which
affect the sales of more  sophisticated  mobile  phones  are all  outside of our
control,  and weak sales of mobile phones for which we have  developed  services
could adversely affect our business.

THE TELECOMMUNICATION  LAWS AND REGULATIONS IN CHINA ARE EVOLVING AND SUBJECT TO
INTERPRETATION  AND WILL LIKELY CHANGE IN THE NEAR FUTURE. IF WE ARE FOUND TO BE
IN  VIOLATION  OF CURRENT OR FUTURE  CHINESE  LAWS OR  REGULATIONS,  WE COULD BE
SUBJECT TO SEVERE PENALTIES.

         Although   wireless   value-added   services  are  subject  to  general
regulations  regarding  telecommunication  services,  we believe that  currently
there are no Chinese laws at the national level  explicitly  governing  wireless
value-added  services,  such as our services related to SMS, MMS, WAP, JAVA, and
BREW, and no Chinese  government  authority has been specifically  designated to
regulate these services.  Many providers of wireless  value-added  services have
obtained various value-added  telecommunication  services licenses,  such as the
licenses  possessed by our Chinese  affiliates,  Sifang  Information and Tianci.
These value-added  telecommunication  licenses were issued by the local Shanghai
Municipal  Telecommunications   Administration  Bureau,  and  they  may  not  be
sufficient to offer wireless  value-added  services on a national basis.  Sifang
Information  and Tianci are in the  process of  applying  with the  Ministry  of
Information  Industries for an  inter-provincial  value-added  telecommunication
license  in  accordance  with  the  Ministry's  general  regulations   regarding
telecommunication  services.  However,  we cannot predict whether either will be
granted that license.  Moreover, we cannot be certain that any local or national
value-added  telecommunication  license  requirements will not conflict with one
another or that any given  license  will be deemed  sufficient  by the  relevant
governmental  authorities  for the provision of this category of service.  It is
also  possible that new national  legislation  might be adopted to regulate such
services.

         If we or our affiliates are found to be in violation of any existing or
future Chinese laws or regulations  regarding wireless  value-added  services or
Internet  access which is discussed in the following  risk factor,  the relevant
Chinese authorities have the power to, among other things:

o        levy fines;

o        confiscate  our  income  or the  income of our  affiliated  value-added
         service providers;

o        revoke our business license or the business  licenses of our affiliated
         value-added service providers;



                                       22
<PAGE>

o        shut down our  servers  or the  servers of our  affiliated  value-added
         service  providers and/or block any Web sites that we or our affiliated
         value-added service providers may operate;

o        require  us  to  discontinue   any  portion  or  all  of  our  wireless
         value-added information services business; or

o        require our affiliated value-added service providers to discontinue any
         portion or all of their wireless value-added services business.

THE  CHINESE  GOVERNMENT,  CHINA  MOBILE OR CHINA  UNICOM  MAY  PREVENT  US FROM
DISTRIBUTING,  AND WE MAY BE SUBJECT TO LIABILITY FOR,  CONTENT THAT ANY OF THEM
BELIEVE IS INAPPROPRIATE.

         China  has  enacted  regulations  governing  telecommunication  service
providers,  Internet access and the distribution of news and other  information.
In the past, the Chinese  government has stopped the distribution of information
over the Internet that it believes violates Chinese law,  including content that
is obscene,  incites violence,  endangers national security,  is contrary to the
national  interest or is defamatory.  In addition,  our  affiliated  value-added
service  providers may not publish certain news items,  such as news relating to
national security, without permission from the Chinese government.  Furthermore,
the Ministry of Public  Security has the  authority to cause any local  Internet
service  provider  to block any Web site  maintained  outside  China at its sole
discretion.

         China Mobile and China  Unicom also have their own  policies  regarding
the  distribution  of  inappropriate  content by  wireless  value-added  service
providers and have recently punished certain providers for distributing  content
deemed by them to be  obscene.  Such  punishments  have  included  censoring  of
content,  delaying  payments of fees by the mobile  operators  to the  offending
service  provider,  forfeiture  of fees  owed  by the  mobile  operators  to the
offending  service  provider  and  suspension  of  the  service  on  the  mobile
operators'  networks.  Accordingly,  even if our affiliated wireless value-added
service  providers  comply with  Chinese  governmental  regulations  relating to
licensing and foreign investment prohibitions,  if the Chinese government, China
Mobile  or China  Unicom  were to take any  action  to  limit  or  prohibit  the
distribution  of  information  or to limit or  regulate  any  current  or future
content or services  available to users,  our revenues  could be reduced and our
reputation harmed.

         The Chinese  government is expected to grant licenses to offer wireless
services in China to China Telecom, China Netcom and possibly other parties with
which  our  affiliated  wireless  value-added  service  providers  have  not yet
developed  close  relationships.  If  those  parties  receive  licenses  and are
successful in the market but our  affiliates  are unable to develop  cooperative
relationships with them, our business could be adversely affected.

         It is also  possible  that China  Telecom,  China  Netcom and any other
parties  receiving  wireless  licenses may decide to offer wireless  value-added
services created by them,  rather than by third-party  service providers such as
our  affiliated  wireless  value-added  service  providers.  In that  case,  our
business could be adversely affected.

                    RISKS RELATED TO DOING BUSINESS IN CHINA

A DOWNTURN IN THE CHINESE ECONOMY MAY SLOW DOWN OUR GROWTH AND PROFITABILITY.

         The growth of the Chinese  economy has been  uneven  across  geographic
regions  and  economic  sectors.  There can be no  assurance  that growth of the
Chinese  economy  will be steady or that any  downturn  will not have a negative
effect on our business.  Our  profitability  will decrease if  expenditures  for
wireless value-added services decrease due to a downturn in the Chinese economy.
More specifically, increased penetration of wireless value-added services in the
less  economically  developed central and western provinces of China will depend
on those  provinces  achieving  certain  income levels so that mobile phones and
related services become affordable to a significant portion of the population.


                                       23
<PAGE>

GOVERNMENT  REGULATION OF THE  TELECOMMUNICATIONS  AND INTERNET  INDUSTRIES  MAY
BECOME MORE COMPLEX.

         Government regulation of the telecommunications and Internet industries
is highly complex.  New  regulations  could increase our costs of doing business
and prevent us from efficiently  delivering our services.  These regulations may
stop or slow down the  expansion  of our user  base and limit the  access to our
services.

THE  UNCERTAIN  LEGAL  ENVIRONMENT  IN CHINA COULD  LIMIT THE LEGAL  PROTECTIONS
AVAILABLE TO YOU.

         The  Chinese  legal  system  is a civil  law  system  based on  written
statutes. Unlike common law systems, it is a system in which decided legal cases
have little  precedential value. In the late 1970s, the Chinese government began
to promulgate a comprehensive system of laws and regulations  governing economic
matters.  The overall effect of  legislation  enacted over the past 20 years has
significantly  enhanced the protections afforded to foreign invested enterprises
in China. However, these laws, regulations and legal requirements are relatively
recent  and are  evolving  rapidly,  and their  interpretation  and  enforcement
involve  uncertainties.  These  uncertainties  could limit the legal protections
available  to  foreign  investors,   such  as  the  right  of  foreign  invested
enterprises to hold licenses and permits such as requisite business licenses.

ANY  RECURRENCE  OF SEVERE  ACUTE  RESPIRATORY  SYNDROME,  OR SARS,  OR  ANOTHER
WIDESPREAD  PUBLIC  HEALTH  PROBLEM,  COULD  ADVERSELY  AFFECT OUR  BUSINESS AND
RESULTS OF OPERATIONS.

         A renewed outbreak of SARS or another  widespread public health problem
in China,  where all of our  revenue  is  derived,  and in  Shanghai,  where our
operations are  headquartered,  could have a negative  effect on our operations.
Our operations may be impacted by a number of health-related factors,  including
the following:

o        quarantines  or closures of some of our  offices  which would  severely
         disrupt our operations,

o        the sickness or death of our key officers and employees, and

o        a general slowdown in the Chinese economy.

         Any of the foregoing events or other unforeseen  consequences of public
health problems could adversely affect our business and results of operations.

CHANGES IN CHINA'S POLITICAL AND ECONOMIC POLICIES COULD HARM OUR BUSINESS.

         The economy of China has historically been a planned economy subject to
governmental plans and quotas and has, in certain aspects, been transitioning to
a more market-oriented economy. Although we believe that the economic reform and
the macroeconomic measures adopted by the Chinese government have had a positive
effect on the  economic  development  of China,  we cannot  predict  the  future
direction of these  economic  reforms or the effects these  measures may have on
our business,  financial  position or results of  operations.  In addition,  the
Chinese  economy  differs from the economies of most countries  belonging to the
Organization  for  Economic   Cooperation  and   Development,   or  OECD.  These
differences include:

o        economic structure;

o        level of government involvement in the economy;

o        level of development;

o        level of capital reinvestment;

o        control of foreign exchange;

o        methods of allocating resources; and

o        balance of payments position.

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


                                       24
<PAGE>

RESTRICTIONS  ON CURRENCY  EXCHANGE MAY LIMIT OUR ABILITY TO RECEIVE AND USE OUR
REVENUES EFFECTIVELY.

         Because  almost  all of our  future  revenues  may  be in the  form  of
Renminbi, any future restrictions on currency exchanges may limit our ability to
use revenue generated in Renminbi to fund any future business activities outside
China or to make  dividend  or other  payments  in U.S.  dollars.  Although  the
Chinese   government   introduced   regulations   in  1996  to   allow   greater
convertibility  of the Renminbi for current  account  transactions,  significant
restrictions  still remain,  including  primarily the  restriction  that foreign
invested  enterprises  may only buy,  sell or remit  foreign  currencies,  after
providing  valid  commercial  documents,  at those banks  authorized  to conduct
foreign  exchange  business.  In  addition,  conversion  of Renminbi for capital
account items, including direct investment and loans, is subject to governmental
approval in China,  and  companies  are required to open and  maintain  separate
foreign  exchange  accounts for capital account items. We cannot be certain that
the Chinese regulatory  authorities will not impose more stringent  restrictions
on the  convertibility  of the  Renminbi,  especially  with  respect  to foreign
exchange transactions.

THE VALUE OF OUR  SECURITIES  WILL BE  AFFECTED  BY THE  FOREIGN  EXCHANGE  RATE
BETWEEN U.S. DOLLARS AND RENMINBI.

         The value of our common stock will be affected by the foreign  exchange
rate between U.S. dollars and Renminbi.  For example, to the extent that we need
to convert U.S.  dollars into Renminbi for our operational  needs and should the
Renminbi appreciate against the U.S. dollar at that time, our financial position
and the price of our common stock may be adversely affected.  Conversely,  if we
decide to convert our  Renminbi  into U.S.  dollars for the purpose of declaring
dividends on our  ordinary  shares or for other  business  purposes and the U.S.
dollar  appreciates  against the  Renminbi,  the U.S.  dollar  equivalent of our
earnings from our subsidiaries in China would be reduced.

            RISKS RELATED TO THE MOBILE PHONE DISTRIBUTION INDUSTRY

WE ARE  DEPENDENT  ON THREE  MAIN  FIRST-TIER  WHOLESALERS  TO SUPPLY ALL OF OUR
MOBILE PHONES.

         Our performance  depends on whether we can continue to secure contracts
with the three  wholesalers of Samsung mobile phones on whom we rely. We have no
long-term  purchase  contracts or other contracts that provide continued supply,
pricing or access to new models and any of the first-tier wholesalers on whom we
rely could discontinue  selling to us at any time. We may not be able to acquire
new  Samsung  models in the future and we may not be able to acquire  the models
that we need in sufficient  quantities or on terms that are  acceptable to us in
the future. As a result, our revenues may decrease.

OUR PERFORMANCE IS DEPENDENT ON THE POPULARITY OF SAMSUNG'S MOBILE PHONE MODELS.

         We primarily  distribute mobile phones manufactured by Samsung and thus
are  dependant  on Samsung's  ability to create and deliver high quality  mobile
phone  models  in a cost  effective  and  timely  manner.  Samsung  is a leading
manufacturer of mobile phones based on both the CDMA network and the GSM network
in China.  There can be no assurance  that Samsung will  continue to create high
quality mobile phone models that are popular with  consumers.  As a result,  our
revenues  may  decrease.  In  addition,  our  success  depends on our ability to
anticipate  and  respond to changing  mobile  phone  model  trends and  consumer
demands in a timely  manner.  The models we  distribute  must  appeal to a broad
range of consumers whose  preferences  cannot always be predicted with certainty
and may change between sales  seasons.  If we misjudge which mobile phone models
will be  popular  or the  market  for the  models we  distribute,  our sales may
decline or we may be required to sell our models at lower prices.

CASH FLOW.

         It is important that we have  sufficient  cash flow to purchase  enough
mobile phones from the first-tier  wholesalers on whom we rely. If our cash flow
decreases  significantly,  we will not be able to purchase a sufficient quantity
of inventory to meet our customers' demands,  which would have a negative impact
on our sales,  and may cause the first-tier  wholesalers on whom we rely to look
to other  sub-wholesalers  to distribute  mobile phones.  This development would
have a negative impact on our revenues.


                                       25
<PAGE>

CUSTOMERS.

         One of the factors the first-tier wholesalers on whom we rely considers
when determining who they will use as a sub-wholesaler  is the  sub-wholesaler's
relationship  with retailers.  Currently  approximately  52% of our mobile phone
sales are made to three retailers. We have no long-term sales contracts or other
contracts that provide  continued selling or pricing and any of the retailers we
supply  could  discontinue   buying  from  us  at  any  time.  If  we  lose  our
relationships  with our three largest  retailers,  we will have a difficult time
finding new large  retailers to purchase our Samsung  mobile phones and may lose
our contracts with the first-tier wholesalers on whom we rely. This would have a
negative impact on our business.

WE FACE CERTAIN RISKS RELATING TO CUSTOMER SERVICE.

         Any material  disruption  or slowdown in our order  processing  systems
resulting from labor disputes,  mechanical  problems,  human error or accidents,
fire, natural disasters,  or comparable events could cause delays in our ability
to  receive  and  distribute  orders  and may  cause  orders to be lost or to be
shipped or delivered late. As a result, customers may cancel orders or refuse to
receive  goods on account of late  shipments,  which would result in a reduction
net sales and could mean increased administrative and shipping costs.

WE FACE RISKS ASSOCIATED WITH DISTRIBUTION.

         We conduct  all of our  distribution  operations  from one  facility in
Shanghai,  China.  Any disruption in the operations at the  distribution  center
could have a negative impact on our business.

COMPETITION.

         Despite the fact that we distribute nine Samsung mobile phone models in
the Shanghai,  China region,  we face competition from distributors of different
models of mobile phones  manufactured by Samsung in the Shanghai region and from
distributors  of phones  manufactured  by  companies  other  than  Samsung  that
distribute in the Shanghai region.

         Competition is based on a variety of factors  including  maintenance of
product quality, competitive pricing, delivery efficiency,  customer service and
satisfaction  levels and the  ability to  anticipate  technological  changes and
changes in  customer  preferences.  No  assurances  can be given that any of the
first-tier wholesalers on whom we rely or Samsung will not acquire,  startup, or
expand their own distribution systems to sell directly to our customers.

                       RISKS RELATED TO OUR COMMON STOCK

THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE.

         The market price for our common  stock is likely to be highly  volatile
and subject to wide fluctuations in response to factors including the following:

o        actual or anticipated fluctuations in our quarterly operating results,

o        announcements of new services by us or our competitors,

o        changes in financial estimates by securities analysts,

o        conditions in the wireless value-added services market,

o        changes  in the  economic  performance  or market  valuations  of other
         companies  involved in  wireless  value-added  information  services or
         distribution of mobile phones,

o        announcements by our competitors of significant acquisitions, strategic
         partnerships, joint ventures or capital commitments,

o        additions or departures of key personnel,

o        potential litigation, or

o        conditions in the mobile phone market.


                                       26
<PAGE>

         In addition,  the securities markets have from time to time experienced
significant price and volume  fluctuations that are not related to the operating
performance  of  particular  companies.   These  market  fluctuations  may  also
materially and adversely affect the market price of our common stock.

STOCKHOLDERS COULD EXPERIENCE SUBSTANTIAL DILUTION.

         We may issue additional shares of our capital stock to raise additional
cash for working capital.  If we issue  additional  shares of our capital stock,
our  stockholders  will  experience  dilution  in  their  respective  percentage
ownership in the company. We have no present intention to pay dividends.

         We have never paid dividends or made other cash distributions on our
common stock, and do not expect to declare or pay any dividends in the
foreseeable future. We intend to retain future earnings, if any, for working
capital and to finance current operations and expansion of our business.

A  LARGE  PORTION  OF OUR  COMMON  STOCK  IS  CONTROLLED  BY A SMALL  NUMBER  OF
STOCKHOLDERS.

         A large  portion  of our  common  stock  is held by a small  number  of
stockholders.  As a result, these stockholders are able to influence the outcome
of stockholder votes on various matters, including the election of directors and
extraordinary   corporate  transactions  including  business  combinations.   In
addition,  the  occurrence  of sales of a large  number of shares of our  common
stock,  or the  perception  that these sales could  occur,  may affect our stock
price and could  impair our  ability to obtain  capital  through an  offering of
equity  securities.  Furthermore,  the current ratios of ownership of our common
stock  reduce the public  float and  liquidity  of our common stock which can in
turn affect the market price of our common stock.

WE MAY BE SUBJECT TO "PENNY STOCK" REGULATIONS.

         The SEC has adopted  rules that  regulate  broker-dealer  practices  in
connection  with  transactions  in "penny  stocks."  Penny stocks  generally are
equity  securities  with a price  of less  than  $5.00  (other  than  securities
registered  on certain  national  securities  exchanges  or quoted on the NASDAQ
system,  provided  that  current  price and volume  information  with respect to
transactions  in such  securities is provided by the exchange or system).  Penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise  exempt from those rules,  to deliver a standardized  risk  disclosure
document prepared by the SEC, which specifies information about penny stocks and
the nature and  significance of risks of the penny stock market. A broker-dealer
must also  provide  the  customer  with bid and offer  quotations  for the penny
stock,  the  compensation  of the  broker-dealer,  and our  sales  person in the
transaction,  and monthly account statements indicating the market value of each
penny stock held in the customer's account.  In addition,  the penny stock rules
require that,  prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer  must make a special written  determination  that
the penny  stock is a suitable  investment  for the  purchaser  and  receive the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that  becomes  subject to those penny  stock  rules.  Whenever  any of our
securities become subject to the penny stock rules,  holders of those securities
may have difficulty in selling those securities.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Current Report  contains  forward-looking  statements that involve
risks and uncertainties.  These statements relate to future events or our future
financial  performance.   In  some  cases,  you  can  identify   forward-looking
statements by terminology  such as "may,"  "will,"  "could,"  "expect,"  "plan,"
"intend,"  "anticipate,"   "believe,"  "estimate,"  "predict,"  "potential,"  or
"continue," or the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
In  evaluating  these  statements,  you  should  specifically  consider  various
factors, including the risks outlined in the "Risk Factors" section above. These
factors   may  cause  our  actual   results  to  differ   materially   from  any
forward-looking statement.



                                       27
<PAGE>

         Although   we  believe   that  the   expectations   reflected   in  the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity,  performance or achievements. We are under no duty to update
any of the  forward-looking  statements after the date of this Current Report to
conform such statements to actual results or to changes in our expectations.



































                                       28
<PAGE>

                        DIRECTORS AND EXECUTIVE OFFICERS

         The following table provides  information about our executive  officers
and directors and their  respective  ages and positions as of June 30, 2004. The
directors  listed below will serve until the next annual  meeting of the Boulder
Acquisitions stockholders:

NAME                     AGE          POSITIONS HELD AND TENURE

Tai Caihua               47           Director, President, Chairman of the Board
Shi Ying                 44           Director
Huang Tianqi             32           Director, Chief Technology Officer
Jing Weiping             40           Director
Mao Ming                 42           Director
Song Jing                28           Director
Fu Sixing                43           Director, Chief Executive Officer
Yu Ruijie                41           Director
Zhang Xiaodong           36           Director
Huang Wei                41           Director
Lu Qin                   35           Chief Financial Officer

         Tai Caihua has served as President,  Chairman of our Board of Directors
and a member of our Board of Directors since June 23, 2004. Mr. Tai has been (i)
the President and sole Director of our wholly owned subsidiary, Sifang Holdings,
since February 2004;  (ii) Chairman of the Board of Directors of Sifang Holdings
wholly owned  subsidiary,  TCH, since its inception in May 2004;  (iii) Director
and General  Manager of Tianci,  one of our  affiliates,  since January 1994 and
(iv) a Director of Sifang  Information,  one of our  affiliates,  since December
2001.  Mr.  Tai  holds a  Masters  of  Business  Administration  from the  Macau
University of Science and Technology.

         Shi Ying has  served as a member of our Board of  Directors  since June
24, 2004.  Ms. Shi has been the Head of Operations  and a member of the Board of
Directors of TCH since its  inception in May 2004.  For the past eight years she
headed the Operations  Department of Sifang Information.  Ms. Shi graduated from
the Shanghai Sports college with a Bachelors degree.

         Huang Tianqi has served as our Chief Technology  Officer since June 23,
2004 and a member of our Board of Directors  since June 24, 2004.  Mr. Huang has
served as Chief Technology Officer of Sifang Holdings and Vice-General  Manager,
Chief Technology Officer and a Director of TCH since their inception in February
2004 and May 2004,  respectively.  Mr.  Huang  also  serves as the  Vice-General
Manager and a member of the Board of  Directors  of Sifang  Information.  Before
becoming  Vice-General  Manager,  Mr. Huang was the Chief Technology  Officer at
Sifang  Information for seven years. Mr. Huang graduated from Nanjing University
of Posts and  Telecommunications  with a Bachelors Degree and from Shanghai Jiao
Tong University with a Masters of Science Degree.

         Jing  Weiping  has served as a member of our Board of  Directors  since
June 24, 2004.  Mr. Jing has served as a member of the Board of Directors of TCH
since its  inception in May 2004 and as a Director of Sifang  Information  since
2001.  Mr. Jing served as the Manager of  Technology  Assurance  Department  for
Sifang  Information  for the past nine years.  Mr. Jing  received his  Bachelors
Degree from Dong Hua University.

         Mao Ming serves as a member of the Board of  Directors.  He was elected
to the Board of Directors June 24, 2004. He has been (i) the General Manager and
a member of the Board of Directors of TCH since its  inception in May 2004;  and
(ii) the  General  Manager and a Director of Sifang  Information  since  January
1998.  Mr. Mao  graduated  from China PLA  Measurement  College with a Bachelors
Degree and from the Macau University of Science and Technology with a Masters of
Business Administration.

         Song Jing has served as a member of our Board of  Directors  since June
24, 2004. Mr. Song has served as Vice-General  Manager and a member of the Board
of  Directors of TCH since its  inception in May 2004 and as General  Manager of


                                       29
<PAGE>

Shanghai Shan Tian  Telecommunication  Co.,  Ltd.,  an affiliate of ours,  since
November 2003.  Previously,  Mr. Song served as Director and General  Manager of
Shanghai Zhong Si Hua Hao Co., Ltd. for one year and Assistant  General  Manager
of both  Shanghai Hua Si Trading Co.,  Ltd. and Shanghai Qi Shi Trading Co., Ltd
for five years.

         Fu Sixing has served as our Chief Executive Officer since June 23, 2004
and a member of our Board of Directors since June 24, 2004. Mr. Fu has served as
Executive Manager of Sifang Holdings and as Head of Research and Development and
a  Director  of TCH  since  their  inception  in  February  2004  and May  2004,
respectively.  For the past seven years, Mr. Fu was (i) the Assistant to General
Manager of Tianci;  (ii) a Director and the General  Manager of Shanghai  Sifang
Health Technology Co., Ltd. and Directorate Secretary of Sifang Information. Mr.
Fu received a Bachelors of Science in Physics from Nanjing University, a Masters
of Social Science in Economics from Huadong Normal University and a Doctorate of
Business Administration from the University of Southern California.

         Yu Ruijie has served as a member of our Board of  Directors  since June
24, 2004. Mr. Yu has served (i) as Head of the Systems Department and a Director
of TCH  since  its  inception  in May  2004  and  (ii) as  Head  of the  Systems
Department of Sifang Information since January 1994. Mr. Yu received a Bachelors
Degree in Computer Science from Shanghai University of Engineering Science.

         Zhang  Xiaodong has served as a member of our Board of Directors  since
June 24, 2004. Mr. Zhang has served as the Head of the Projection  Department of
TCH since its  inception  in May 2004.  Mr.  Zhang also serves as a Director and
Head of the  Projection  Department  of  Sifang  Information.  For the past nine
years, Mr. Zhang served as head of the Wireless Engineering Department at Sifang
Information.  Mr. Zhang  graduated  from  Shanghai Jiao Tong  University  with a
Bachelors  Degree and  received a Masters  Degree from the Macao  University  of
Science and Technology.

         Huang Wei has served as a member of our Board of  Directors  since June
24, 2004. Ms. Huang has served as (i) the Vice-General  Manager of TCH since its
inception  in May 2004 and (ii)  Vice-General  Manager  and a Director of Sifang
Information since 1993. Ms. Huang graduated from Nanjing University of Air Force
and Politics with a Bachelors Degree in Logistics.

         Lu Qin has served as our Chief  Financial  Officer since June 23, 2004.
Ms. Lu has served as the (i) Head of the Accounting Department of TCH and Sifang
Information  since  May 2004 and April  1998,  respectively  and (ii)  Financial
Controller  of Sifang  Holdings  since  February  2004.  Ms. Lu  graduated  from
Shanghai Television  University with a Bachelors Degree in Financial  Accounting
and is a Certified Public Accountant.

Board Composition and Committees

         The board of directors is currently composed of ten members,  including
Tai Caihua,  Song Jin, Shi Ying, Mao Ming, Fu Sixing,  Huang Tianqi,  Huang Wei,
Jing Weiping,  Yu Ruijie and Zhang Xiaodong.  All Board action shall require the
approval of a majority of the  directors in  attendance  at a meeting at which a
quorum is present.

         We currently do not have standing  audit,  nominating  or  compensation
committees.   We  intend,  however,  to  establish  an  audit  committee  and  a
compensation  committee  of the board of directors  as soon as  practicable.  We
envision that the audit  committee will be primarily  responsible  for reviewing
the services  performed by our independent  auditors,  evaluating our accounting
policies and our system of internal controls. The compensation committee will be
primarily  responsible  for  reviewing  and  approving  our salary and  benefits
policies  (including  stock  options),   including   compensation  of  executive
officers.

Director Compensation

         We do not pay our directors a fee for  attending  scheduled and special
meetings of our board of directors. We do reimburse each director for reasonable
travel expenses related to such director's  attendance at board of directors and
committee meetings.


                                       30
<PAGE>
<TABLE>
<CAPTION>

Indebtedness of Directors and Executive Officers

         None of our  directors or officers or their  respective  associates  or
affiliates is indebted to us.

Family Relationships

         Except as set forth herein, there are no family relationships among our
directors or officers.  Mr. Tai Caihua,  President  and a member of our Board of
Directors is married to Ms. Shi Ying, a member of our Board of Directors and Ms.
Ying is also a sibling of Huang Wei, a member of our Board of Directors.

Legal Proceedings

         As of the date of this Current Report,  there is no material proceeding
to which any director,  officer,  affiliate or  stockholder  of the Company is a
party adverse to the Company.

                             EXECUTIVE COMPENSATION

         The  following  table sets forth  certain  information  concerning  the
compensation  paid by the company for services rendered in all capacities to the
company from January 1, 2003 through the fiscal year ended December 31, 2003, of
all officers and directors of the company.

 Name and Principal Underlying
     Positions at 12/31/03           Salary     Bonus     Other Compensation     Options
- --------------------------------     ------     -----     ------------------     -------
<S>                                  <C>        <C>       <C>                    <C>
Tai Caihua
President/Chairman of the Board      $2,416      $0              $0                 --
</TABLE>

























                                       31
<PAGE>



              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         On  June  1,  2004,  we  entered  into  two  information   service  and
cooperation agreements with Sifang Information,  and one information service and
cooperation  agreement  with  Tianci.  Pursuant  to  those  agreements,   Sifang
Information and Tianci transmit all of our value-added  information  services to
customers of China's various  wireless  receiver  networks.  The agreements have
ten-year terms and we pay each of Sifang  Information  and Tianci a fee based on
the  costs  the two  companies  incur for the  transmission  of our  reformatted
content.

         During the normal course of our business, we incurred debt from related
parties and loaned money to related parties,  including Sifang Information,  for
financing purposes.  In 2002, we borrowed funds from Sifang Information to start
our mobile phone  distribution  business.  At December 31, 2002, the outstanding
balance of the loan was $604,062,  and interest expense incurred on the borrowed
amount was $36,245. During 2003, we paid off all outstanding balances and loaned
certain  amounts to Sifang  Information,  which  amounts  were  repaid by Sifang
Information before year end. We continued to borrow funds from and lend funds to
Sifang Information,  however, as of December 31, 2003, all such amounts had been
repaid.  Interest expense  incurred on amounts borrowed from Sifang  Information
for the year ended December 31, 2003 was $12,082.

         We advanced  $966,522 to Sifang  Information for financing  purposes on
March 28, 2004. At March 31, 2004,  the  outstanding  principal  amount due from
Sifang  Information  was  $966,522  and  interest  income  on  that  amount  was
immaterial  because the amount was  advanced  at the end of March  2004.  Sifang
Information  repaid us the entire amount  advanced,  plus interest,  on June 29,
2004.

         We  purchased a building  located at 689  Laoshandong  Road,  Shanghai,
People's  Republic  of China  200120,  from our  related  party,  Shanghai  Fude
Industry  Co., for a price of $910,925.  This  building now houses our technical
team and our servers.

         On February 23, 2004, we sold 1,500,000  pre-reverse  and forward split
shares  (987,915 net shares) of  restricted  common stock for gross  proceeds of
$300,000, pursuant to a subscription agreement, to Halter Financial Group, Inc.,
an entity owned by Timothy P. Halter,  a former member of the Board of Directors
and the Company's former Chief Executive Officer. Additionally, in consideration
for  agreeing to serve as an officer and  director  of the  Company,  Timothy P.
Halter was granted a warrant to purchase up to 200,000  pre-reverse  and forward
split shares (131,722 net shares) of restricted common stock of the Company. The
warrant  was  exercised  on June 14,  2004,  and we received  gross  proceeds of
$40,000 upon exercise.

         On February  23, 2004,  we agreed to pay Little and Company  Investment
Securities,  an  entity  owned  by  Glenn  A.  Little,  our  former  controlling
shareholder,  officer and director,  $30,000 in  consulting  fees related to the
transaction  discussed  in  the  previous  paragraph  and in  consideration  for
maintaining  the corporate  entity.  To formalize this  obligation,  we issued a
$30,000  non-interest  bearing  promissory  note  maturing on February 23, 2005.
Concurrent  with the  transaction  discussed in the previous  paragraph,  we and
Little and Company Investment  Securities executed an Exchange Agreement whereby
we issued  150,000  pre-reverse  and forward split shares (98,792 net shares) of
unregistered,  restricted  common  stock  in  satisfaction  of  the  outstanding
promissory note.

         On June 23,  2004,  we entered  into a Stock  Purchase  Agreement  with
Halter Financial Group,  Inc. pursuant to which we sold 166,667 shares of common
stock of the Company in  exchange  for  $190,000.  Timothy P. Halter is the sole
shareholder and President of Halter Financial Group,  Inc. Pursuant to the Stock
Purchase  Agreement,  we granted to Halter  Financial  Group,  Inc. an option to
require  the Company to  purchase  up to 166,667  shares of common  stock of the
Company at a price of $1.14 per share, such option being exercisable at any time
after  the date  that is six  months  after  the  Company  files a  registration
statement on Form SB-2 with the SEC,  registering the shares purchased by Halter
Financial  Group,  Inc.,  up to and  including the earlier of the date that such
registration  statement  is declared  effective  by the SEC or Halter  Financial
Group, Inc.'s shares are eligible for resale under Rule 144 under the Securities
Act of 1933.


                                       32
<PAGE>

                ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

         On June 23, 2004, the Company  entered into a Stock Purchase  Agreement
with an  existing  stockholder  pursuant  to  which  the  Company  sold  166,667
post-reverse and forward split shares of common stock of the company in exchange
for $190,000.  Pursuant to the Stock Purchase Agreement,  the company granted to
the  existing  stockholder  an option to require  the  Company to purchase up to
166,667  post-reverse and forward split shares of common stock of the company at
a price of $1.14 per share,  such option being exercisable at any time after the
date that is six months after the company files a registration statement on Form
SB-2 with the SEC, registering the shares purchased by the existing stockholder,
up to and including the earlier of the date that such registration  statement is
declared effective by the SEC or the existing  stockholder's shares are eligible
for resale under Rule 144 under the Securities Act of 1933.

         On June 28,  2004,  the  Company  entered  into  three  Stock  Purchase
Agreements  pursuant  to  which  the  company  sold an  aggregate  of  1,315,789
post-reverse and forward split shares of common stock of the company in exchange
for an aggregate amount of $1,500,000.  All three Stock Purchase  Agreements had
put options similar to the one described  above,  whereby the investors have the
option to require  the  Company to purchase  an  aggregate  amount of  1,315,789
post-reverse  and forward split shares of common stock of the company at a price
of $1.14 per share.  In  connection  with the  execution  of the Stock  Purchase
Agreements,  the Company and the  investors  entered  into an Escrow  Agreement.
According to the Escrow  Agreement,  the $1,500,000  will not be released to the
Company until a registration  statement,  registering all 1,315,789 post-reverse
and  forward  split  shares  of common  stock of the  company  purchased  by the
investors, has been declared effective by the SEC.




























                                       33
<PAGE>

                    ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         a. Financial Statements of the Business Acquired. Our audited financial
statements required by this Item 7(a) are not yet available.  We expect that our
audited  financial  statements  will be completed and filed by amendment to this
Current Report within the permitted time period.

         b. Pro Forma Financial Information (Unaudited). Our pro forma financial
statements required by this Item 7(b) are not yet available.  We expect that our
pro forma financial  statements will be completed and filed by amendment to this
Current Report within the permitted time period.

         c. Exhibits.  Except as otherwise  noted,  the following  exhibits have
been filed as a part of this Current Report:

        Exhibit
        Number        Description of Exhibit
        -------       ----------------------

          3.1*        Second   Amended   and   Restated    Bylaws   of   Boulder
                      Acquisitions, Inc.

         10.1*        Securities   Exchange   Agreement  by  and  among  Boulder
                      Acquisitions,  Inc.,  Sifang  Holdings  Co.,  Ltd. and the
                      shareholders  of Sifang Holdings Co., Ltd. dated effective
                      as of June 23, 2004.

         10.2**       Information Service and Cooperation Agreement by and among
                      Shanghai  Sifang  Information   Technology  Co.  Ltd.  and
                      Shanghai TCH Data  Technology Co. Ltd. dated as of June 1,
                      2004.

         10.3**       Information Service and Cooperation Agreement by and among
                      Shanghai  Sifang  Information   Technology  Co.  Ltd.  and
                      Shanghai TCH Data  Technology Co. Ltd. dated as of June 1,
                      2004.

         10.4**       Information Service and Cooperation Agreement by and among
                      Shanghai Sifang Information  Technology Co. Ltd., Shanghai
                      Chengao   Industrial   Co.  Ltd.  and  Shanghai  TCH  Data
                      Technology Co. Ltd. dated as of June 1, 2004.

         10.5**       Information Service and Cooperation Agreement by and among
                      Shanghai Tianci Industrial (Group),  Co. Ltd. and Shanghai
                      TCH Data Technology Co. Ltd. dated as of June 1, 2004.

         10.6**       Business and Related  Assets  Transfer  Agreement  between
                      Shanghai  Sifang  Information   Technology  Co.  Ltd.  and
                      Shanghai TCH Data  Technology Co. Ltd. dated as of June 1,
                      2004.

          10.7*       Stock Purchase  Agreement by and between Halter  Financial
                      Group,  Inc. and Boulder  Acquisitions,  Inc.  dated as of
                      June 23, 2004.

         10.8*        Stock Purchase Agreement by and between  Chinamerica Fund,
                      LP and  Boulder  Acquisitions,  Inc.  dated as of June 28,
                      2004.

         10.9*        Stock  Purchase  Agreement  by  and  between   Chinamerica
                      Acquisition,  LLC and Boulder Acquisitions,  Inc. dated as
                      of June 28, 2004.

         10.10*       Stock  Purchase  Agreement  by and between  Gary Evans and
                      Boulder Acquisitions, Inc. dated as of June 28, 2004.

         *Filed herewith.
         **To be filed by amendment.




                                       34
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Boulder  Acquisitions  has duly caused this report to be signed on its behalf by
the undersigned hereunto authorized.

                                                     BOULDER ACQUISITIONS, INC.



                                                     By: /s/ Tai Caihua
                                                        ------------------------
                                                        Tai Caihua, President


DATED:  July 8, 2004





























                                       35
<PAGE>

                                INDEX TO EXHIBITS

        Exhibit
        Number        Description of Exhibit
        -------       ----------------------

          3.1*        Second   Amended   and   Restated    Bylaws   of   Boulder
                      Acquisitions, Inc.

         10.1*        Securities   Exchange   Agreement  by  and  among  Boulder
                      Acquisitions,  Inc.,  Sifang  Holdings  Co.,  Ltd. and the
                      shareholders  of Sifang Holdings Co., Ltd. dated effective
                      as of June 23, 2004.

         10.2**       Information Service and Cooperation Agreement by and among
                      Shanghai  Sifang  Information   Technology  Co.  Ltd.  and
                      Shanghai TCH Data  Technology Co. Ltd. dated as of June 1,
                      2004.

         10.3**       Information Service and Cooperation Agreement by and among
                      Shanghai  Sifang  Information   Technology  Co.  Ltd.  and
                      Shanghai TCH Data  Technology Co. Ltd. dated as of June 1,
                      2004.

         10.4**       Information Service and Cooperation Agreement by and among
                      Shanghai Sifang Information  Technology Co. Ltd., Shanghai
                      Chengao   Industrial   Co.  Ltd.  and  Shanghai  TCH  Data
                      Technology Co. Ltd. dated as of June 1, 2004.

         10.5**       Information Service and Cooperation Agreement by and among
                      Shanghai Tianci Industrial (Group),  Co. Ltd. and Shanghai
                      TCH Data Technology Co. Ltd. dated as of June 1, 2004.

         10.6**       Business and Related  Assets  Transfer  Agreement  between
                      Shanghai  Sifang  Information   Technology  Co.  Ltd.  and
                      Shanghai TCH Data  Technology Co. Ltd. dated as of June 1,
                      2004.

          10.7*       Stock Purchase  Agreement by and between Halter  Financial
                      Group,  Inc. and Boulder  Acquisitions,  Inc.  dated as of
                      June 23, 2004.

         10.8*        Stock Purchase Agreement by and between  Chinamerica Fund,
                      LP and  Boulder  Acquisitions,  Inc.  dated as of June 28,
                      2004.

         10.9*        Stock  Purchase  Agreement  by  and  between   Chinamerica
                      Acquisition,  LLC and Boulder Acquisitions,  Inc. dated as
                      of June 28, 2004.

         10.10*       Stock  Purchase  Agreement  by and between  Gary Evans and
                      Boulder Acquisitions, Inc. dated as of June 28, 2004.

         *Filed herewith.
         **To be filed by amendment.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>boulder8kex31062304.txt
<DESCRIPTION>SECOND AMENDED AND RESTATED BYLAWS
<TEXT>

                                                                     EXHIBIT 3.1


















                       SECOND AMENDED AND RESTATED BYLAWS

                                       OF

                           BOULDER ACQUISITIONS, INC.


















<PAGE>

                                TABLE OF CONTENTS

ARTICLE I......................................................................1
   OFFICES.....................................................................1
      Section 1.1 Registered Office............................................1
      Section 1.2 Other Offices................................................1

ARTICLE II.....................................................................1
   SHAREHOLDERS................................................................1
      Section 2.1 Place of Meetings............................................1
      Section 2.2 Annual Meeting...............................................1
      Section 2.3 List of Shareholders.........................................1
      Section 2.4 Special Meetings.............................................1
      Section 2.5 Notice.......................................................2
      Section 2.6 Quorum.......................................................2
      Section 2.7 Voting.......................................................2
      Section 2.8 Method of Voting.............................................2
      Section 2.9 Record Date; Closing Transfer Books..........................3
      Section 2.10   Action by Consent.........................................3

ARTICLE III....................................................................3
   BOARD OF DIRECTORS..........................................................3
      Section 3.1 Management...................................................3
      Section 3.2 Qualification; Election; Term................................3
      Section 3.3 Number.......................................................3
      Section 3.4 Removal......................................................4
      Section 3.5 Vacancies....................................................4
      Section 3.6 Place of Meetings............................................4
      Section 3.7 Annual Meeting...............................................4
      Section 3.8 Regular Meetings.............................................4
      Section 3.9 Special Meetings.............................................4
      Section 3.10   Quorum....................................................4
      Section 3.11   Interested Directors......................................4
      Section 3.12   Committees................................................5
      Section 3.13   Action by Consent.........................................5
      Section 3.14   Compensation of Directors.................................5

ARTICLE IV.....................................................................5
   NOTICE......................................................................5
      Section 4.1 Form of Notice...............................................5
      Section 4.2 Waiver.......................................................5

ARTICLE V......................................................................6
   OFFICERS AND AGENTS.........................................................6
      Section 5.1 In General...................................................6
      Section 5.2 Election.....................................................6
      Section 5.3 Other Officers and Agents....................................6


                                       i
<PAGE>

      Section 5.4 Compensation.................................................6
      Section 5.5 Term of Office and Removal...................................6
      Section 5.6 Employment and Other Contracts...............................6
      Section 5.7 Chairman of the Board of Directors...........................6
      Section 5.8 President....................................................6
      Section 5.9 Vice Presidents..............................................7
      Section 5.10   Secretary.................................................7
      Section 5.11   Assistant Secretaries.....................................7
      Section 5.12   Treasurer.................................................7
      Section 5.13   Assistant Treasurers......................................7
      Section 5.14   Bonding...................................................7

ARTICLE VI.....................................................................8
   CERTIFICATES REPRESENTING SHARES............................................8
      Section 6.1 Form of Certificates.........................................8
      Section 6.2 Lost Certificates............................................8
      Section 6.3 Transfer of Shares...........................................8
      Section 6.4 Registered Shareholders......................................8

ARTICLE VII....................................................................9
   GENERAL PROVISIONS..........................................................9
      Section 7.1 Dividends....................................................9
      Section 7.2 Reserves.....................................................9
      Section 7.3 Telephone and Similar Meetings...............................9
      Section 7.4 Books and Records............................................9
      Section 7.5 Fiscal Year..................................................9
      Section 7.6 Seal. 9
      Section 7.7 Indemnification.............................................10
      Section 7.8 Insurance...................................................10
      Section 7.9 Resignation.................................................10
      Section 7.10   Amendment of Bylaws......................................10
      Section 7.11   Invalid Provisions.......................................10
      Section 7.12   Relation to Articles of Incorporation....................10











                                       ii
<PAGE>

                       SECOND AMENDED AND RESTATED BYLAWS
                                       OF
                           BOULDER ACQUISITIONS, INC.

                                    ARTICLE I

                                     OFFICES

         Section 1.1 Registered Office. The registered office and registered
agent of Boulder Acquisitions, Inc. (the "Corporation") will be as from time to
time set forth in the Corporation's Articles of Incorporation or in any
certificate filed with the Secretary of State of the State of Nevada to amend
such information.

         Section 1.2 Other  Offices.  The  Corporation  may also have offices at
such other places,  both within and without the State of Nevada, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS

         Section 2.1 Place of Meetings. All meetings of the shareholders for the
election of Directors will be held at such place, within or without the State of
Nevada or the United States of America, as may be fixed from time to time by the
Board of Directors.  Meetings of shareholders  for any other purpose may be held
at such time and  place,  within or  without  the State of Nevada or the  United
States of  America,  as may be stated in the notice of the  meeting or in a duly
executed waiver of notice thereof.

         Section 2.2 Annual Meeting.  An annual meeting of the shareholders will
be held at such time as may be determined  by the Board of  Directors,  at which
meeting the shareholders will elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

         Section  2.3 List of  Shareholders.  At least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of voting shares registered in the name of each, will be prepared by the officer
or agent having charge of the stock  transfer  books.  Such list will be kept on
file at the registered  office of the  Corporation for a period of ten (10) days
prior to such meeting and will be subject to  inspection by any  shareholder  at
any time during usual business  hours.  Such list will be produced and kept open
at the time and place of the meeting during the whole time thereof,  and will be
subject to the inspection of any shareholder who may be present.

         Section 2.4 Special Meetings. Special meetings of the shareholders, for
any purpose or purposes,  unless  otherwise  prescribed  by law, the Articles of
Incorporation  or these  Bylaws,  may be called by the President or the Board of
Directors,  or will be called by the  President  or  Secretary at the request in


                                       1
<PAGE>

writing of the holders of not less than thirty  percent  (30%) of all the shares
issued, outstanding and entitled to vote. Such request will state the purpose or
purposes of the proposed  meeting.  Business  transacted at all special meetings
will be confined to the purposes  stated in the notice of the meeting unless all
shareholders entitled to vote are present and consent.

         Section 2.5 Notice.  Written or printed notice  stating the place,  day
and hour of any meeting of the  shareholders  and, in case of a special meeting,
the purpose or purposes for which the meeting is called,  will be delivered  not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either  personally  or by mail,  by or at the  direction of the  President,  the
Secretary,  or the officer or person calling the meeting, to each shareholder of
record entitled to vote at the meeting. If mailed, such notice will be deemed to
be  delivered  when  deposited  in the  United  States  mail,  addressed  to the
shareholder  at his  address as it appears  on the stock  transfer  books of the
Corporation, with postage thereon prepaid.

         Section 2.6 Quorum.  With respect to any matter, the presence in person
or by proxy of the holders of thirty-three  percent (33%) of the shares entitled
to vote on that matter will be necessary  and  sufficient to constitute a quorum
for the  transaction  of  business  except as  otherwise  provided  by law,  the
Articles of  Incorporation  or these  Bylaws.  If,  however,  such quorum is not
present or  represented  at any meeting of the  shareholders,  the  shareholders
entitled to vote thereat,  present in person or represented by proxy,  will have
power to  adjourn  the  meeting  from time to time,  without  notice  other than
announcement at the meeting,  until a quorum is present or  represented.  If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record  date is fixed  for the  adjourned  meeting,  a notice  of the  adjourned
meeting  will be given to each  shareholder  of record  entitled  to vote at the
meeting.  At such adjourned meeting at which a quorum is present or represented,
any business may be transacted that might have been transacted at the meeting as
originally notified.

         Section  2.7  Voting.  When a quorum is present  at any  meeting of the
Corporation's shareholders,  the vote of the holders of a majority of the shares
entitled to vote that are  actually  voted on any  question  brought  before the
meeting  will be  sufficient  to  decide  such  question;  provided  that if the
question  is one upon  which,  by express  provision  of law,  the  Articles  of
Incorporation  or these  Bylaws,  a different  vote is  required,  such  express
provision shall govern and control the decision of such question.

         Section  2.8  Method  of  Voting.   Each   outstanding   share  of  the
Corporation's capital stock,  regardless of class or series, will be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders, except
to the extent  that the  voting  rights of the shares of any class or series are
limited or denied by the  Articles  of  Incorporation,  as amended  from time to
time. At any meeting of the shareholders,  every shareholder having the right to
vote will be entitled to vote in person or by proxy  executed in writing by such
shareholder  and  bearing  a date not more  than  six (6)  months  prior to such
meeting,  unless it is  coupled  with an  interest,  or unless  such  instrument
provides for a longer period,  which may not exceed 7 years from the date of its
creation.  A  telegram,   telex,   cablegram  or  similar  transmission  by  the
shareholder, or a photographic,  photostatic,  facsimile or similar reproduction
of a writing  executed by the  shareholder,  shall be treated as an execution in
writing for purposes of the preceding  sentence.  Subject to these  restrictions
every properly created proxy is not revoked and shall continue in full force and
effect  until  another  instrument  or  transmission  revoking  it or a properly
created proxy bearing a later date is filed with or transmitted to the Secretary


                                       2
<PAGE>

of the  Corporation.  Such  proxy  will  be  filed  with  the  Secretary  of the
Corporation prior to or at the time of the meeting. Voting for Directors will be
in accordance with Article III of these Bylaws. Voting on any question or in any
election  may be by voice  vote or show of hands  unless the  presiding  officer
orders or any shareholder demands that voting be by written ballot.

         Section 2.9 Record Date; Closing Transfer Books. The Board of Directors
may fix in advance a record  date for the  purpose of  determining  shareholders
entitled to notice of or to vote at a meeting of shareholders,  such record date
to be not  less  than  ten (10) nor more  than  sixty  (60)  days  prior to such
meeting,  or the Board of Directors may close the stock  transfer books for such
purpose  for a period of not less than ten (10) nor more  than  sixty  (60) days
prior to such  meeting.  In the absence of any action by the Board of Directors,
the date upon which the notice of the meeting is mailed will be the record date.

         Section 2.10 Action by Consent. Except as prohibited by law, any action
required or permitted by law, the Articles of  Incorporation  or these Bylaws to
be  taken at a  meeting  of the  shareholders  of the  Corporation  may be taken
without a meeting if a consent or consents in writing,  setting forth the action
so taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and will be delivered to the Corporation by delivery to its registered office in
Nevada,  its  principal  place  of  business  or an  officer  or  agent  of  the
Corporation having custody of the minute book.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 3.1  Management.  The business  and affairs of the  Corporation
will be managed by or under the  direction  of the Board of  Directors,  who may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not by law, the Articles of Incorporation or these Bylaws directed
or required to be exercised or done by the shareholders.

         Section 3.2  Qualification;  Election;  Term.  Each  Director must be a
natural  person  at  least  18 years  of age.  None of the  Directors  need be a
shareholder  of the  Corporation  or a  resident  of the  State of  Nevada.  The
Directors  will be  elected  by  plurality  vote at the  annual  meeting  of the
shareholders,  except as hereinafter  provided,  and each Director  elected will
hold office until  whichever of the  following  occurs  first:  his successor is
elected  and  qualified,  his  resignation,  his  removal  from  office  by  the
shareholders or his death.

         Section 3.3 Number.  The number of Directors of the Corporation will be
such number as  determined  by the Board of  Directors.  The number of Directors
authorized  will be increased  or  decreased as the Board of Directors  may from
time to time  designate.  No decrease in the number of  Directors  will have the
effect of shortening the term of any incumbent Director.

         Section 3.4 Removal.  Any Director may be removed either for or without
cause at any special  meeting of  shareholders  by the  affirmative  vote of the
shareholders  representing  not less than  two-thirds of the voting power of the
issued and outstanding stock entitled to voting power; provided,  that notice of
intention  to act upon such  matter has been given in the  notice  calling  such
meeting.


                                       3
<PAGE>


         Section  3.5  Vacancies.  All  vacancies  in the  Board  of  Directors,
including those caused by an increase in the number of Directors,  may be filled
by a majority of the  remaining  Directors,  though  less than a quorum,  unless
provided  for in the  Articles of  Incorporation.  A Director  elected to fill a
vacancy will be elected for the unexpired term of his predecessor in office.

         Section  3.6 Place of  Meetings.  Meetings  of the Board of  Directors,
regular or  special,  may be held at such place  within or without  the State of
Nevada or the United  States of America as may be fixed from time to time by the
Board of Directors.

         Section 3.7 Annual  Meeting.  The first  meeting of each newly  elected
Board of Directors will be held without further notice immediately following the
annual  meeting  of  shareholders  and at the same  place,  unless by  unanimous
consent, the Directors then elected and serving shall change such time or place.

         Section  3.8  Regular  Meetings.  Regular  meetings  of  the  Board  of
Directors  may be held without  notice at such time and place as is from time to
time determined by resolution of the Board of Directors.

         Section  3.9  Special  Meetings.  Special  meetings  of  the  Board  of
Directors  may be  called by the  President  on oral or  written  notice to each
Director, given either personally, by telephone, by telegram or by mail; special
meetings  will be called by the President or the Secretary in like manner and on
like notice on the written request of at least two (2) Directors.  Except as may
be otherwise  expressly  provided by law, the Articles of Incorporation or these
Bylaws,  neither  the  business  to be  transacted  at, nor the  purpose of, any
special meeting need be specified in a notice or waiver of notice.

         Section  3.10 Quorum.  At all  meetings of the Board of  Directors  the
presence  of a  majority  of the  number of  Directors  then in  office  will be
necessary and sufficient to constitute a quorum for the transaction of business,
and the affirmative vote of at least a majority of the Directors  present at any
meeting at which  there is a quorum  will be the act of the Board of  Directors,
except  as may be  otherwise  specifically  provided  by law,  the  Articles  of
Incorporation or these Bylaws.  If a quorum is not present at any meeting of the
Board of Directors,  the Directors  present thereat may adjourn the meeting from
time to time without  notice  other than  announcement  at the meeting,  until a
quorum is present.

         Section 3.11 Interested  Directors.  No contract or transaction between
the  Corporation  and one or more of its  Directors or officers,  or between the
Corporation  and  any  other  corporation,  partnership,  association  or  other
organization in which one or more of the Corporation's Directors or officers are
Directors  or officers or have a  financial  interest,  will be void or voidable
solely for this reason,  solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee  thereof that
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if: (i) the material facts as to his  relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in


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<PAGE>

good faith  authorizes the contract or transaction by the affirmative  vote of a
majority of the disinterested Directors, even though the disinterested Directors
be less  than a  quorum,  (ii)  the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
shareholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good faith by vote of the  shareholders  or (iii) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized,  approved or ratified by the Board of Directors, a committee thereof
or  the  shareholders.   Common  or  interested  Directors  may  be  counted  in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.

         Section  3.12  Committees.  The Board of Directors  may, by  resolution
passed by a majority of the entire  Board of  Directors,  designate  committees,
each committee to consist of one (1) or more Directors of the Corporation, which
committees will have such power and authority and will perform such functions as
may be provided in such resolution.  Such committee or committees will have such
name or names as may be  designated  by the  Board of  Directors  and will  keep
regular  minutes  of their  proceedings  and  report  the  same to the  Board of
Directors when required.

         Section 3.13 Action by Consent.  Any action required or permitted to be
taken at any meeting of the Board of Directors or any  committee of the Board of
Directors  may be taken  without  such a meeting  if a consent  or  consents  in
writing,  setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.

         Section 3.14  Compensation  of Directors.  Directors  will receive such
compensation  for their  services and  reimbursement  for their  expenses as the
Board of Directors, by resolution,  may establish;  provided that nothing herein
contained   will  be  construed  to  preclude  any  Director  from  serving  the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                     NOTICE

         Section  4.1  Form  of  Notice.   Whenever  by  law,  the  Articles  of
Incorporation  or  these  Bylaws,  notice  is to be  given  to any  Director  or
shareholder, and no provision is made as to how such notice is to be given, such
notice may be given: (i) in writing, by mail, postage prepaid, addressed to such
Director  or  shareholder  at  such  address  as  appears  on the  books  of the
Corporation or (ii) in any other method permitted by law. Any notice required or
permitted to be given by mail will be deemed to be given at the time the same is
deposited in the United States mail.

         Section 4.2 Waiver.  Whenever any notice is required to be given to any
shareholder  or Director of the  Corporation as required by law, the Articles of
Incorporation  or these Bylaws, a waiver thereof in writing signed by the person
or persons  entitled to such notice,  whether before or after the time stated in
such notice,  will be equivalent  to the giving of such notice.  Attendance of a
shareholder or Director at a meeting will  constitute a waiver of notice of such
meeting,  except  where such  shareholder  or  Director  attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  on the  ground  that the  meeting  has not  been  lawfully  called  or
convened.



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<PAGE>

                                    ARTICLE V

                               OFFICERS AND AGENTS

         Section 5.1 In General. The officers of the Corporation will be elected
by the Board of Directors and will be a President,  Secretary and Treasurer. The
Board of Directors may also elect a Chairman of the Board,  Vice Chairman of the
Board,  Vice Presidents,  Assistant Vice Presidents,  Assistant  Secretaries and
Assistant  Treasurers.  Any  two  (2) or more  offices  may be held by the  same
person.

         Section 5.2  Election.  The Board of  Directors,  at its first  meeting
after each annual meeting of shareholders, will elect the officers, none of whom
need be a member of the Board of Directors.

         Section 5.3 Other Officers and Agents.  The Board of Directors may also
elect and appoint such other officers and agents as it deems necessary, who will
be elected  and  appointed  for such  terms and will  exercise  such  powers and
perform  such  duties  as may be  determined  from  time to time by the Board of
Directors.

         Section 5.4  Compensation.  The compensation of all officers and agents
of the  Corporation  will be fixed by the Board of Directors or any committee of
the Board of Directors, if so authorized by the Board of Directors.

         Section 5.5 Term of Office and Removal. Each officer of the Corporation
will hold office until his death, his resignation or removal from office, or the
election and qualification of his successor, whichever occurs first. Any officer
or agent  elected or appointed  by the Board of Directors  may be removed at any
time, for or without cause, by the affirmative  vote of a majority of the entire
Board of Directors,  but such removal will not prejudice the contract rights, if
any, of the person so removed.  If the office of any officer  becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

         Section 5.6 Employment and Other Contracts.  The Board of Directors may
authorize  any officer or officers or agent or agents to enter into any contract
or  execute  and  deliver  any  instrument  in  the  name  or on  behalf  of the
Corporation,  and  such  authority  may  be  general  or  confined  to  specific
instances.  The Board of  Directors  may,  when it believes  the interest of the
Corporation  will  best  be  served  thereby,   authorize  executive  employment
contracts that contain such terms and conditions as the Board of Directors deems
appropriate.  Nothing  herein will limit the authority of the Board of Directors
to authorize employment contracts for shorter terms.

         Section  5.7  Chairman  of the  Board  of  Directors.  If the  Board of
Directors  has elected a Chairman of the Board,  he will preside at all meetings
of the  shareholders  and  the  Board  of  Directors.  Except  where  by law the
signature of the President is required, the Chairman will have the same power as
the President to sign all  certificates,  contracts and other instruments of the
Corporation.  During the absence or  disability of the  President,  the Chairman
will exercise the powers and perform the duties of the President.

         Section  5.8  President.  The  President  will be the  Chief  Executive
Officer of the  Corporation,  unless  another person is elected to serve in such
capacity, and, subject to the control of the Board of Directors,  will supervise


                                       6
<PAGE>

and control all of the business and affairs of the Corporation.  He will, in the
absence  of  the  Chairman  of  the  Board,  preside  at  all  meetings  of  the
shareholders and the Board of Directors.  The President will have all powers and
perform all duties  incident to the office of President and will have such other
powers and perform such other duties as the Board of Directors  may from time to
time prescribe.

         Section 5.9 Vice  Presidents.  Each Vice  President will have the usual
and customary  powers and perform the usual and customary duties incident to the
office of Vice President, and will have such other powers and perform such other
duties as the Board of Directors or any committee  thereof may from time to time
prescribe  or as the  President  may from time to time  delegate  to him. In the
absence or disability  of the  President  and the Chairman of the Board,  a Vice
President  designated  by the  Board of  Directors,  or in the  absence  of such
designation the Vice Presidents in the order of their seniority in office,  will
exercise the powers and perform the duties of the President.

         Section 5.10  Secretary.  The Secretary will attend all meetings of the
shareholders  and record all votes and the minutes of all  proceedings in a book
to be kept for that  purpose.  The  Secretary  will  perform like duties for the
Board of Directors and  committees  thereof when  required.  The Secretary  will
give,  or cause to be given,  notice of all  meetings  of the  shareholders  and
special  meetings of the Board of  Directors.  The  Secretary  will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision
of the  President.  The  Secretary  will have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.

         Section 5.11 Assistant  Secretaries.  The Assistant  Secretaries in the
order of their seniority in office,  unless otherwise determined by the Board of
Directors,  will, in the absence or disability  of the  Secretary,  exercise the
powers and perform the duties of the Secretary. They will have such other powers
and perform such other  duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to them.

         Section 5.12 Treasurer.  The Treasurer will have responsibility for the
receipt and  disbursement of all corporate funds and securities,  will keep full
and accurate  accounts of such receipts and  disbursements,  and will deposit or
cause to be deposited all moneys and other  valuable  effects in the name and to
the credit of the  Corporation in such  depositories as may be designated by the
Board of Directors. The Treasurer will render to the Directors whenever they may
require it an account of the operating  results and  financial  condition of the
Corporation,  and will have such other  powers and perform  such other duties as
the Board of Directors  may from time to time  prescribe or as the President may
from time to time delegate to him.

         Section 5.13  Assistant  Treasurers.  The  Assistant  Treasurers in the
order of their seniority in office,  unless otherwise determined by the Board of
Directors,  will, in the absence or disability  of the  Treasurer,  exercise the
powers and perform the duties of the Treasurer. They will have such other powers
and perform such other  duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to them.

         Section 5.14 Bonding.  The Corporation may secure a bond to protect the
Corporation from loss in the event of defalcation by any of the officers,  which
bond may be in such  form  and  amount  and with  such  surety  as the  Board of
Directors may deem appropriate.



                                       7
<PAGE>

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

         Section 6.1 Form of Certificates.  Certificates, in such form as may be
determined by the Board of Directors,  representing shares to which shareholders
are entitled,  will be delivered to each shareholder.  Such certificates will be
consecutively  numbered and entered in the stock book of the Corporation as they
are issued.  Each  certificate will state on the face thereof the holder's name,
the  number,  class of shares,  and the par value of such  shares or a statement
that such shares are without par value.  They will be signed by the President or
a Vice President and the Secretary or an Assistant Secretary,  and may be sealed
with the seal of the Corporation or a facsimile  thereof.  If any certificate is
countersigned by a transfer agent, or an assistant  transfer agent or registered
by a registrar,  either of which is other than the Corporation or an employee of
the Corporation, the signatures of the Corporation's officers may be facsimiles.
In case any officer or officers who have signed, or whose facsimile signature or
signatures have been used on such certificate or certificates, ceases to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise,  before such  certificate or certificates  have been delivered by the
Corporation or its agents,  such certificate or certificates may nevertheless be
adopted by the  Corporation  and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or  signatures  have been used  thereon  had not  ceased to be such  officer  or
officers of the Corporation.

         Section 6.2 Lost Certificates. The Board of Directors may direct that a
new certificate be issued in place of any certificate  theretofore issued by the
Corporation  alleged  to have  been  lost or  destroyed,  upon the  making of an
affidavit  of that fact by the person  claiming  the  certificate  to be lost or
destroyed.  When  authorizing  such  issue of a new  certificate,  the  Board of
Directors,  in its  discretion  and as a  condition  precedent  to the  issuance
thereof,  may require the owner of such lost or  destroyed  certificate,  or his
legal  representative,  to  advertise  the same in such manner as it may require
and/or to give the  Corporation a bond, in such form, in such sum, and with such
surety or sureties as it may direct as  indemnity  against any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost or destroyed.  When a certificate has been lost,  apparently destroyed
or wrongfully  taken,  and the holder of record fails to notify the  Corporation
within a reasonable time after such holder has notice of it, and the Corporation
registers  a  transfer  of the  shares  represented  by the  certificate  before
receiving such  notification,  the holder of record is precluded from making any
claim against the Corporation for the transfer of a new certificate.

         Section 6.3  Transfer of Shares.  Shares of stock will be  transferable
only on the books of the  Corporation by the holder thereof in person or by such
holder's duly  authorized  attorney.  Upon  surrender to the  Corporation or the
transfer  agent of the  Corporation  of a certificate  representing  shares duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it will be the duty of the  Corporation  or the transfer
agent of the  Corporation  to issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

         Section 6.4 Registered  Shareholders.  The Corporation will be entitled
to treat the  holder of record of any share or shares of stock as the  holder in


                                       8
<PAGE>

fact thereof and,  accordingly,  will not be bound to recognize any equitable or
other  claim to or  interest  in such  share or  shares on the part of any other
person,  whether  or not it has  express  or other  notice  thereof,  except  as
otherwise provided by law.

                                   ARTICLE VII

                               GENERAL PROVISIONS

         Section 7.1  Dividends.  Dividends upon the  outstanding  shares of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared  by the Board of  Directors  at any regular or special  meeting.
Dividends  may be declared and paid in cash,  in  property,  or in shares of the
Corporation,  subject to the  provisions  of  Chapter  78 of the Nevada  Revised
Statutes and the Articles of  Incorporation.  The Board of Directors  may fix in
advance a record date for the purpose of  determining  shareholders  entitled to
receive payment of any dividend, such record date to be not more than sixty (60)
days prior to the payment date of such  dividend,  or the Board of Directors may
close the stock  transfer  books for such  purpose for a period of not more than
sixty (60) days prior to the payment  date of such  dividend.  In the absence of
any action by the Board of Directors, the date upon which the Board of Directors
adopts the resolution declaring such dividend will be the record date.

         Section 7.2  Reserves.  There may be created by resolution of the Board
of Directors out of the surplus of the  Corporation  such reserve or reserves as
the Directors from time to time, in their discretion, deem proper to provide for
contingencies,  or to equalize dividends,  or to repair or maintain any property
of the  Corporation,  or for  such  other  purpose  as the  Directors  may  deem
beneficial to the Corporation,  and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved  will not be available  for the payment of dividends or other
distributions by the Corporation.

         Section 7.3 Telephone and Similar Meetings. Shareholders, Directors and
committee  members may  participate  in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the  meeting  can hear  each  other.  Participation  in such a  meeting  will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express  purpose of  objecting,  at the  beginning of the
meeting,  to the  transaction of any business on the ground that the meeting had
not been lawfully called or convened.

         Section 7.4 Books and Records.  The  Corporation  will keep correct and
complete  books and  records of account and  minutes of the  proceedings  of its
shareholders and Board of Directors,  and will keep at its registered  office or
principal  place  of  business,  or at the  office  of  its  transfer  agent  or
registrar,  a record of its shareholders,  giving the names and addresses of all
shareholders and the number and class of the shares held by each.

         Section 7.5 Fiscal  Year.  The fiscal year of the  Corporation  will be
fixed by resolution of the Board of Directors.

         Section 7.6 Seal. The Corporation may have a seal, and such seal may be
used by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise.  Any officer of the Corporation  will have authority to
affix the seal to any document requiring it.


                                       9
<PAGE>

         Section  7.7  Indemnification.   The  Corporation  will  indemnify  its
Directors  to the  fullest  extent  permitted  by the  Chapter  78 of the Nevada
Revised  Statutes  and may,  if and to the  extent  authorized  by the  Board of
Directors,  so indemnify its officers and any other person whom it has the power
to indemnify against liability, reasonable expense or other matter whatsoever.

         Section 7.8  Insurance.  The  Corporation  may at the discretion of the
Board of Directors  purchase and maintain insurance on behalf of the Corporation
and any person whom it has the power to indemnify  pursuant to law, the Articles
of Incorporation, these Bylaws or otherwise.

         Section 7.9 Resignation.  Any Director,  officer or agent may resign by
giving written notice to the President or the Secretary.  Such  resignation will
take effect at the time specified therein or immediately if no time is specified
therein.  Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.

         Section 7.10 Amendment of Bylaws. These Bylaws may be altered,  amended
or  repealed  at any  meeting  of the  Board of  Directors  at which a quorum is
present,  by the affirmative vote of a majority of the Directors present at such
meeting.

         Section  7.11 Invalid  Provisions.  If any part of these Bylaws is held
invalid or inoperative for any reason,  the remaining  parts, so far as possible
and reasonable, will be valid and operative.

         Section 7.12  Relation to Articles of  Incorporation.  These Bylaws are
subject to, and governed by, the Articles of Incorporation.


Adopted June 9, 2004.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>boulder8kex101062304.txt
<DESCRIPTION>SECURITIES EXCHANGE AGREEMENT
<TEXT>

                                                                    EXHIBIT 10.1





================================================================================

                          SECURITIES EXCHANGE AGREEMENT


                       dated effective as of June 23, 2004


                                  by and among


                           BOULDER ACQUISITIONS, INC.,

                           SIFANG HOLDINGS CO., LTD.,


                                       and


                  THE SHAREHOLDERS OF SIFANG HOLDINGS CO., LTD.

================================================================================














<PAGE>

                                TABLE OF CONTENTS



Article I. ISSUANCE AND EXCHANGE OF SHARES.....................................1

         1.1     Issuance and Exchange.........................................1
         1.2     Exchange Ratio................................................1

Article II. CLOSING 2

         2.1     Closing.......................................................2
         2.2     Deliveries by Public Company..................................2
         2.3     Deliveries by Shareholders and Holding Co.....................2

Article III. Representations and warranties of Shareholders....................2

         3.1     Ownership of Stock............................................2
         3.2     Authority to Execute and Perform Agreement; No Breach.........3
         3.3     Securities Matters............................................3

Article IV. REPRESENTATIONS AND WARRANTIES of Holding Co.......................4

         4.1     Organization, Standing and Corporate Power....................4
         4.2     Authority; Noncontravention...................................4
         4.3     Financial Statements..........................................5
         4.4     Capital Structure.............................................5

Article V. REPRESENTATIONS AND WARRANTIES of Public Company....................5

         5.1     Organization, Standing and Power..............................5
         5.2     Capital Structure.............................................6
         5.3     Authority: Noncontravention...................................6
         5.4     Subsidiaries..................................................7
         5.5     Intellectual Property.........................................7
         5.6     Absence of Certain Changes or Events; No Undisclosed
                 Material Liabilities..........................................7
         5.7     Books and Records.............................................8
         5.8     Employees.....................................................8
         5.9     Employee Benefit Plans........................................8
         5.10    Compliance with Applicable Laws...............................8
         5.11    Insurance.....................................................8
         5.12    Litigation, etc...............................................8
         5.13    Contracts.....................................................9
         5.14    Real Property.................................................9
         5.15    Quotation.....................................................9
         5.16    Filings.......................................................9
         5.17    Environmental Matters.........................................9
         5.18    Anti-takeover Plan: State Takeover Statutes..................10
         5.19    Solicitation.................................................10
         5.20    Disclosure...................................................10

Article VI. INdemnification...................................................10

         6.1     Indemnification of Holding Co and Shareholders...............10



                                       i
<PAGE>

         6.2     Indemnification of Public Company............................11

Article VII. CONDITIONS PRECEDENT.............................................11

         7.1     Conditions to Each Party's Obligation to Effect the Exchange.11
         7.2     Conditions to Obligations of Holding Co and the Shareholders.12
         7.3     Conditions to Obligations of Public Company..................12
         7.4     Frustration of Closing Conditions............................13

Article VIII. GENERAL PROVISIONS..............................................13

         8.1     Survival of Representations and Warranties...................13
         8.2     Fees and Expenses............................................13
         8.3     Definitions..................................................13
         8.4     Usage........................................................14
         8.5     Notices......................................................15
         8.6     Counterparts.................................................15
         8.7     Entire Agreement; Third-Party Beneficiaries..................15
         8.8     Governing Law................................................15
         8.9     Assignment...................................................15
         8.10    Enforcement..................................................16
         8.11    Severability.................................................16






















                                       ii
<PAGE>

                          SECURITIES EXCHANGE AGREEMENT


         THIS SECURITIES  EXCHANGE AGREEMENT (the "Agreement"),  dated effective
as of June 23, 2004 (the "Effective  Date"), is entered into by and among SIFANG
HOLDINGS CO., LTD., an exempted company  incorporated in the Cayman Islands with
limited  liability  ("Holding  Co"),  and Boulder  Acquisitions,  Inc., a Nevada
corporation (the "Public  Company"),  and the individuals  whose names appear on
the  signature  page  hereof,  each  being  a  shareholder  of  Holding  Co (the
"Shareholders"). Certain capitalized terms used in this Agreement are defined in
Section 8.3 hereof.

                              W I T N E S S E T H:

         WHEREAS,  as of the Effective Date, there are 50,000 outstanding shares
of the common stock, par value $1.00, of Holding Co (the "Holding Co Stock"), of
which  all of the  shares of  Holding  Co Stock are  beneficially  owned  and/or
controlled by the Shareholders.

         WHEREAS,  Public  Company  proposes to acquire  all of the  outstanding
shares of Holding Co in exchange for the issuance of an aggregate of  13,782,636
shares of common stock,  par value $0.001,  of Public Company (the  "Exchange");
and

         WHEREAS,  the Boards of Directors of Public Company and Holding Co have
determined that it is desirable to effect a plan of reorganization.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual covenants,  agreements,  representations and warranties contained herein,
the parties hereto agree as follows:

                                   ARTICLE I.
                         ISSUANCE AND EXCHANGE OF SHARES

1.1      Issuance and Exchange.

         At the  Closing  (as  defined  in  Section  2.1  below),  to be held in
accordance  with the provisions of Article II below and subject to the terms and
agreements set forth herein,  Public Company shall  authorize  Public  Company's
transfer agent to issue to the  Shareholders  the number of duly  authorized and
newly issued shares of common stock,  per value $0.001,  of Public  Company (the
"Public  Company  Stock")  set forth in  Section  1.2 below for the  outstanding
shares of Holding Co Stock.  In  consideration  for the shares of Public Company
Stock to be  exchanged,  the  Shareholders  shall have  delivered to counsel for
Public  Company,  prior to  Closing,  certificates  evidencing  their  shares of
Holding Co, together with duly executed stock powers to effectuate the transfer.
Counsel for Public  Company shall  release the Holding Co shares,  over which he
has custody,  to Public  Company at the Closing,  assuming  satisfaction  by the
Shareholders  and  Holding  Co of all  applicable  conditions  set forth in this
Agreement.

1.2      Exchange Ratio.

         (a) At the  Closing,  Public  Company  shall  exchange an  aggregate of
13,782,636 shares of Public Company Stock for all issued and outstanding  shares
of  Holding Co Stock as full  consideration  for the  Holding Co Stock.  A chart
setting forth the  capitalization  of Public  Company  immediately  prior to and
immediately  following  the Closing (as defined in Section  2.1) is set forth on
Exhibit 1.2(a) hereto.





                                       1
<PAGE>


         (b) No fractional  shares of Public Company Stock will be issued to any
Shareholder entitled to receive said shares. Accordingly, Shareholders who would
otherwise be entitled to receive fractional shares of Public Company Stock will,
upon  surrender  of their  certificate  representing  the  fractional  shares of
Holding Co Stock,  receive a full share if the  fractional  share  exceeds fifty
percent (50%) and if the  fractional  share is less than fifty percent (50%) the
fractional share shall be cancelled.

                                   ARTICLE II.
                                     CLOSING

2.1      Closing.

         The consummation of the Exchange by Public Company,  Holding Co and the
Shareholders (the "Closing") shall occur on the Effective Date at the offices of
Holding Co,  subject to the  satisfaction  or waiver of all of the conditions to
Closing, or at such other place as the parties may agree upon.

2.2      Deliveries by Public Company.

         Public  Company  shall  deliver,  or  cause  to be  delivered,  to  the
Shareholders:

         (a) As soon as  practicable  after the  Closing,  certificates  for the
shares of Public Company Stock being exchanged for their respective accounts, in
form  and  substance  reasonably  satisfactory  to the  Shareholders  and  their
counsel,  it being understood that the  certificates  will be prepared by Public
Company's transfer agent and delivered to Jackson Walker, L.L.P. for the benefit
of the Shareholders;

         (b) At the Closing, the items specified in Article VII below; and

         (c) At the Closing, all of the books and records of Public Company.

2.3      Deliveries by Shareholders and Holding Co.

         At the Closing,  the Shareholders and Holding Co, as applicable,  shall
deliver to Public Company the items specified in Article VII below.

                                  ARTICLE III.
                 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

         Each  Shareholder  hereby  represents and warrants to Public Company as
follows  (it being  acknowledged  that  Public  Company  is  entering  into this
Agreement in material  reliance upon each of the following  representations  and
warranties,  and that the truth and  accuracy  of each,  as  evidenced  by their
signature set forth on the signature page,  constitutes a condition precedent to
the obligations of Public Company hereunder):

3.1      Ownership of Stock.

         Each  Shareholder  is the  lawful  owner of his  Holding Co Stock to be
transferred  to Public  Company  free and  clear of all  preemptive  or  similar
rights,  Liens,  and the  delivery  to Public  Company  of the  Holding Co Stock
pursuant to the  provisions of this  Agreement  will transfer to Public  Company
valid  title  thereto,  free and clear of all Liens.  To the  Knowledge  of each
Shareholder,  the  Holding  Co  Stock  to be  exchanged  herein  has  been  duly
authorized and validly issued and is fully paid and nonassessable.



                                       2
<PAGE>

3.2      Authority to Execute and Perform Agreement; No Breach.
         -----------------------------------------------------

         Each  Shareholder  has the full legal right and power and all authority
and approval required to enter into, execute and deliver this Agreement,  and to
sell, assign,  transfer and convey the Holding Co Stock and to perform fully his
respective  obligations  hereunder.  This  Agreement  has been duly executed and
delivered by each Shareholder  and,  assuming due execution and delivery by, and
enforceability  against,  Public  Company,  constitutes  the valid  and  binding
obligation of each Shareholder enforceable in accordance with its terms, subject
to the qualifications that enforcement of the rights and remedies created hereby
is subject to (a)  applicable  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium and other laws of general application  affecting the
rights  and  remedies  of  creditors,  and  (b)  general  principles  of  equity
(regardless of whether such  enforcement is considered in a proceeding in equity
or at law). No approval or consent of, or filing with, any Governmental  Entity,
and no approval or consent of, or filing,  with any other  Person is required to
be obtained by the Shareholders or in connection with the execution and delivery
by the  Shareholders of this Agreement and  consummation and performance by them
of the transactions contemplated hereby.

         The  execution,  delivery  and  performance  of this  Agreement by each
Shareholder and the  consummation  of the  transactions  contemplated  hereby in
accordance with the terms and conditions hereof by each Shareholder will not:

         (a) violate,  conflict with or result in the breach of any of the terms
of, or constitute  (or with notice or lapse of time or both would  constitute) a
default under, any contract,  lease, agreement or other instrument or obligation
to which a Shareholder  is a party or by or to which any of the  properties  and
assets of any of the Shareholders may be bound or subject;

         (b) violate  any order,  judgment,  injunction,  award or decree of any
court,  arbitrator,  governmental or regulatory  body, by which a Shareholder or
the securities, assets, properties or business of any of them is bound; or

         (c) violate any statute,  law or regulation to which any Shareholder is
subject.

3.3      Securities Matters.

         The Shareholders  hereby represent,  warrant and covenant to the Public
Company, as follows:

         (a) The  Shareholders  have been advised that the Public  Company Stock
has not been registered under the Securities Act, or any state securities act in
reliance on exemptions therefrom.

         (b) The  Public  Company  Stock  is  being  acquired  solely  for  each
Shareholder's own account, for investment and are not being acquired with a view
to or for the resale,  distribution,  subdivision or fractionalization  thereof.
The  Shareholders  have no  present  plans  to enter  into  any  such  contract,
undertaking,  agreement or arrangement and the Shareholders  further  understand
that the Public  Company  Stock may only be resold  pursuant  to a  registration
statement  under  the  Securities  Act,  or  pursuant  to some  other  available
exemption.

         (c)  The  Shareholders  agree  that  the  certificate  or  certificates
representing the Public Company Stock will be inscribed with  substantially  the
following legend:

         "The securities  represented by this certificate have not been
         registered  under the  Securities  Act of 1933. The securities
         have  been  acquired  for  investment  and  may  not be  sold,
         transferred  or  assigned  in  the  absence  of  an  effective
         registration   statement  for  these   securities   under  the
         Securities  Act of 1933 or an opinion of Boulder  Acquisition,
         Inc.'s  counsel that  registration  is not required under said
         Act."


                                       3
<PAGE>

         (d) The  Shareholders  acknowledge that an investment in Public Company
is subject  to a high  degree of risk and that,  even  though  Public  Company's
common stock is quoted on the NASD Over-the-Counter Bulletin Board, there exists
no established trading market for the Public Company Stock.

                                   ARTICLE IV.
                  REPRESENTATIONS AND WARRANTIES OF HOLDING CO

         Holding Co hereby  represents and warrants to Public Company as follows
(it being  acknowledged  that Public  Company is entering into this Agreement in
material reliance upon each of the following representations and warranties, and
that the truth and  accuracy of each,  as  evidenced  by the  execution  of this
Agreement by a duly  authorized  officer of Holding Co,  constitutes a condition
precedent to the obligations of the Public Company hereunder):

4.1      Organization, Standing and Corporate Power.

         Holding  Co  is  an  exempted  company  with  limited   liability  duly
organized,  validly  existing and in good standing  under the laws of the Cayman
Islands,  and has all requisite  corporate power and authority to own, lease and
operate  its  properties  and to  carry  on its  business  substantially  as now
conducted,  except where the failure to do so would not have, individually or in
the  aggregate,  a Holding Co  Material  Adverse  Effect.  For  purposes of this
Agreement,  the term  "Holding Co Material  Adverse  Effect"  means any Material
Adverse  Effect with respect to Holding Co,  taken as a whole,  or any change of
effect  that  adversely,  or is  reasonably  expected to  adversely,  affect the
ability  of Holding  Co to  consummate  the  transactions  contemplated  by this
Agreement in any material  respect or  materially  impair or delay  Holding Co's
ability to perform its obligations hereunder.

4.2      Authority; Noncontravention.

         Holding Co has the  requisite  corporate  power and  authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The  execution,  delivery  and  performance  by  Holding  Co of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby  by
Holding Co have been duly  authorized by all necessary  corporate  action on the
part of Holding Co. This  Agreement  has been duly  executed  and  delivered  by
Holding  Co and,  assuming  this  Agreement  constitutes  the valid and  binding
agreement  of Public  Company,  constitutes  a valid and binding  obligation  of
Holding Co, enforceable against Holding Co in accordance with its terms, subject
to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium  and other  laws of  general  application  affecting  the  rights and
remedies of  creditors,  and (b) general  principles  of equity  (regardless  of
whether such enforcement is considered in a proceeding in equity or at law). The
execution  and delivery of this  Agreement do not, and the  consummation  of the
transactions  contemplated  by this Agreement and compliance with the provisions
of this  Agreement,  will not (x) conflict with any provisions of the charter or
other  organizational  or governing  documents of Holding Co, (y) subject to the
governmental  filings and other matters  referred to in the following  sentence,
conflict with, result in a breach of or default (with or without notice or lapse
of time, or both) under, or give rise to a right of first refusal,  termination,
cancellation  or  acceleration  of any  obligation  (including to pay any sum of
money) or loss of a material benefit under, or require the consent of any Person
under, any indenture, or other material agreement,  Permit,  concession,  ground
lease or similar  instrument or undertaking to which Holding Co is a party or by
which  Holding  Co or any of its  assets  are bound or  affected,  result in the
creation or imposition of a Lien against any material asset of Holding Co, which
singly or in the aggregate would have a Holding Co Material  Adverse Effect,  or



                                       4
<PAGE>

(z) subject to the  governmental  filings and other  matters  referred to in the
following sentence,  contravene any law, rule or regulation, or any order, writ,
judgment, injunction, decree, determination or award binding on or applicable to
Holding Co and  currently in effect,  which,  in the case of clauses (y) and (z)
above,  singly or in the  aggregate,  would have a Holding Co  Material  Adverse
Effect. No consent, approval or authorization of, or declaration or filing with,
or notice  to, any  Governmental  Entity or any third  party  which has not been
received or made is required by or with respect to Holding Co in connection with
the execution and delivery of this  Agreement by Holding Co or the  consummation
by Holding Co of the  transactions  contemplated  hereby,  except for  consents,
approvals,  authorizations,  declarations,  filings  and  notices  that,  if not
obtained  or made,  will  not,  individually  or in the  aggregate,  result in a
Holding Co Material Adverse Effect.

4.3      Financial Statements.

         The financial statements of Holding Co and Shanghai TCH Data Technology
Co., Ltd., a company  organized under the laws of the Peoples  Republic of China
("New China Co"), have been audited for the periods indicated in conformity with
U.S. Generally Accepted Accounting Principles ("GAAP").

4.4      Capital Structure.

         As of the Effective Date, 50,000 shares of Holding Co Stock were issued
and outstanding and no shares of Holding Co Stock were held by Holding Co in its
treasury.  All outstanding  shares of capital stock of Holding Co will have been
duly authorized and validly issued, and will be fully paid and nonassessable and
not subject to  preemptive or similar  rights.  No bonds,  debentures,  notes or
other  indebtedness of Holding Co having the right to vote (or convertible into,
or  exchangeable  for,  securities  having the right to vote) on any  matters on
which the  Shareholders  may vote are  issued or  outstanding.  Except  for this
Agreement,  Holding Co does not have and, at or after Closing will not have, any
outstanding option,  warrant,  call,  subscription or other right,  agreement or
commitment  which either (a)  obligates  Holding Co to issue,  sell or transfer,
repurchase,  redeem or otherwise acquire or vote any shares of the capital stock
of Holding Co, or (b) restricts the voting, disposition or transfer of shares of
capital stock of Holding Co. There are no outstanding stock appreciation  rights
or similar derivative securities or rights of Holding Co.

                                   ARTICLE V.
                REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY

         Public  Company  hereby  represents  and warrants to Holding Co and the
Shareholders  as  follows  (it  being  acknowledged  that  Holding  Co  and  the
Shareholders are entering into this Agreement in material  reliance upon each of
the following representations and warranties, and that the truth and accuracy of
each,  as evidenced  by the  execution  of this  Agreement by a duly  authorized
officer of Public Company,  constitutes a condition precedent to the obligations
of Holding Co and the Shareholders hereunder):

5.1      Organization, Standing and Power.

         Public Company is duly organized, validly existing and in good standing
under the laws of Nevada and has the requisite  corporate power and authority to
carry on its business as now being  conducted.  Public Company is duly qualified
or licensed to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its  properties  makes
such  qualification  or licensing  necessary,  other than in such  jurisdictions
where  the  failure  to be so  qualified  or  licensed  (individually  or in the
aggregate) would not have a Public Company Material Adverse Effect. For purposes
of this Agreement,  the term "Public Company  Material Adverse Effect" means any


                                       5
<PAGE>

Material Adverse Effect with respect to Public Company, taken as a whole, or any
change or effect that adversely, or is reasonably expected to adversely,  affect
the ability of Public Company to consummate  the  transactions  contemplated  by
this  Agreement in any material  respect or materially  impairs or delays Public
Company's ability to perform its obligations hereunder.  Public Company has made
available to Holding Co complete and correct copies of its charter documents and
bylaws.

5.2      Capital Structure.

         As of the  Effective  Date,  the  authorized  capital  stock of  Public
Company consists of 100,000,000  shares of Public Company Stock. At the Closing,
there will be  15,368,341  shares of common stock of Public  Company  issued and
outstanding.  No shares of common stock of Public Company will be held by Public
Company in its  treasury.  All  outstanding  shares of  capital  stock of Public
Company will have been duly  authorized  and validly  issued,  and will be fully
paid and  nonassessable  and not subject to  preemptive  or similar  rights.  No
bonds,  debentures,  notes or other  indebtedness  of Public  Company having the
right to vote (or convertible into, or exchangeable  for,  securities having the
right to vote) on any matters on which the  stockholders  of Public  Company may
vote are issued or outstanding.  Except for this Agreement,  Public Company does
not  have,  and at or after  Closing  will not  have,  any  outstanding  option,
warrant, call, subscription or other right, agreement or commitment which either
(a) obligates Public Company to issue, sell or transfer,  repurchase,  redeem or
otherwise acquire or vote any shares of the capital stock of Public Company,  or
(b) restricts the voting,  disposition or transfer of shares of capital stock of
Public Company.  There are no outstanding stock  appreciation  rights or similar
derivative securities or rights of Public Company.

5.3      Authority: Noncontravention.

         Public Company has the requisite corporate power and authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The execution,  delivery and performance of this Agreement by Public
Company and the consummation by Public Company of the transactions  contemplated
hereby have been duly authorized by all necessary  corporate  action on the part
of Public Company. This Agreement has been duly executed and delivered by Public
Company and, assuming this Agreement constitutes the valid and binding agreement
of Holding Co and the Shareholders,  constitutes a valid and binding  obligation
of Public  Company,  enforceable  against Public Company in accordance  with its
terms, subject to (a) applicable bankruptcy,  insolvency, fraudulent conveyance,
reorganization,  moratorium and other laws of general application  affecting the
rights  and  remedies  of  creditors,  and  (b)  general  principles  of  equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).  The  execution  and  delivery  of  this  Agreement  do  not,  and  the
consummation of the  transactions  contemplated by this Agreement and compliance
with the provisions hereof, will not, (x) conflict with any of the provisions of
the  charter  documents  or  bylaws  of  Public  Company,  (y)  subject  to  the
governmental  filings and other matters  referred to in the following  sentence,
conflict with, result in a breach of or default (with or without notice or lapse
of time, or both) under, or give rise to a right of first refusal,  termination,
cancellation  or  acceleration  of any  obligation  (including to pay any sum of
money) or loss of a benefit  under,  or require the consent of any Person under,
any indenture or other agreement,  Permit,  concession,  ground lease or similar
instrument or  undertaking to which Public Company is a party or by which Public
Company or any of its assets are bound or  affected,  result in the  creation or
imposition of a Lien against any material asset of Public Company, which, singly
or in the aggregate, would have a Public Company Material Adverse Effect, or (z)
subject  to the  governmental  filings  and  other  matters  referred  to in the
following sentence,  contravene any law, rule or regulation, or any order, writ,
judgment,  injunction,  decree, determination or award binding on Public Company
currently in effect,  which in the case of clauses (y) and (z) above,  singly or
in the  aggregate,  would have a Public  Company  Material  Adverse  Effect.  No


                                       6
<PAGE>

consent,  approval or authorization of, or declaration or filing with, or notice
to, any  Governmental  Entity or any third party which has not been  received or
made is required by or with  respect to Public  Company in  connection  with the
execution and delivery of this Agreement by Public  Company or the  consummation
by Public Company of the transactions  contemplated hereby, except for consents,
approvals,  authorizations,  declarations,  filings  and  notices  that,  if not
obtained or made, will not, individually or in the aggregate, result in a Public
Company Material Adverse Effect.

5.4      Subsidiaries.

         Public Company does not own, directly or indirectly, any of the capital
stock of any other corporation or any equity,  profit sharing,  participation or
other interest in any corporation, partnership, joint venture or other entity.

5.5      Intellectual Property.

         Public Company does not own or use any trademarks, trade names, service
marks,  patents,  copyrights or any applications  with respect  thereto.  Public
Company  has no  Knowledge  of any claim  that,  or inquiry as to  whether,  any
product,  activity or operation of Public Company infringes upon or involves, or
has resulted in the infringement of, any trademarks, trade names, service marks,
patents, copyrights or other proprietary rights of any other Person, corporation
or other entity;  and no proceedings  have been  instituted,  are pending or are
threatened with respect thereto.

5.6      Absence  of  Certain  Changes  or  Events;   No  Undisclosed   Material
         Liabilities.

         (a) The  Shareholders  have been  provided  with the audited  financial
statements of Public Company as of December 31, 2003 and unaudited balance sheet
of  Public   Company  dated  March  31,  2004   (collectively,   the  "Financial
Statements"). Except as otherwise disclosed in its filings or public record with
the  Securities  and  Exchange  Commission,  Public  Company has  conducted  its
business  only in the  ordinary  course,  and there has not been (i) any change,
destruction, damage, loss or event which has had or could reasonably be expected
to have,  individually  or in the aggregate a Public  Company  Material  Adverse
Effect; (ii) any declaration,  setting aside or payment of any dividend or other
distribution  in respect of shares of Public  Company's  capital  stock,  or any
repurchase,  redemption or other  acquisition by Public Company of any shares of
their respective  capital stock or equity  interests,  as applicable;  (iii) any
increase in the rate or terms of  compensation  payable or to become  payable by
Public Company to its directors, officers or key employees; (iv) any entry into,
or increase in the rate or terms of, any bonus, insurance, severance, pension or
other employee or retiree benefit plan,  payment or arrangement  made to, for or
with  any  such  directors,  officers  or  employees;  (v) any  entry  into  any
agreement,  commitment or transaction by Public Company, or waiver, termination,
amendment or modification to any agreement,  commitment or transaction, which is
material to Public  Company  taken as a whole;  (vi) any material  labor dispute
involving the employees of Public Company; (vii) any change by Public Company in
accounting  methods,  principles or practices except as required or permitted by
GAAP;  (viii) any write-off or write-down of, or any  determination to write-off
or  write-down,  any asset of Public  Company or any portion  thereof;  (ix) any
split,  combination or reclassification of any of Public Company's capital stock
or issuance or authorization relating to the issuance of any other securities in
respect of, in lieu of or in substitution for shares of Public Company's capital
stock;  (x) any  amendment of any material term of any  outstanding  security of
Public  Company;  (xi)  any  loans,  advances  or  capital  contributions  to or
investments  in, any other  Person in existence  on the  Effective  Date made by
Public  Company;  (xii) any sale or  transfer  by Public  Company  of any of the
assets of Public Company, cancellation of any material debts or claims or waiver
of any material  rights by Public  Company;  or (xiii) any  agreements by Public
Company to (a) do any of the  things  described  in the  preceding  clauses  (i)
through (xii) other than as expressly contemplated or provided for herein or (b)
take,  whether in writing or otherwise,  any action which, if taken prior to the
Effective Date, would have made any representation or warranty of Public Company
in this Agreement untrue or incorrect in any material respect.


                                       7
<PAGE>

         (b)  Public  Company  has no  Liabilities,  except  as set forth in the
Financial Statements or otherwise incurred in the ordinary course of business.

5.7      Books and Records.

         The books of account and other financial Records of Public Company, all
of which have been made  available  to Holding Co, are  complete and correct and
represent actual,  bona fide transactions and have been maintained in accordance
with sound business  practices and the  requirements of Section  13(b)(2) of the
Exchange Act.

5.8      Employees.

         Except with regard to Timothy P. Halter,  Public Company's sole officer
and  director,  Public  Company  (a)  has no  employees,  (b)  does  not owe any
compensation  of any kind,  deferred  or  otherwise,  to any current or previous
employees,  (c) has no written or oral employment agreements with any officer or
director of Public  Company or (d) is not a party to or bound by any  collective
bargaining  agreement.  There are no loans or other obligations payable or owing
by Public Company to any  stockholder,  officer,  director or employee of Public
Company,  nor are  there  any  loans  or debts  payable  or owing by any of such
persons to Public  Company or any  guarantees  by Public  Company of any loan or
obligation of any nature to which any such Person is a party.

5.9      Employee Benefit Plans.

         Public  Company  has  no  (a)   non-qualified   deferred  or  incentive
compensation or retirement plans or arrangements, (b) qualified retirement plans
or arrangements,  (c) other employee compensation,  severance or termination pay
or welfare  benefit plans,  programs or  arrangements or (d) any related trusts,
insurance  contracts or other funding  arrangements  maintained,  established or
contributed to by Public Company.

5.10     Compliance with Applicable Laws.

         Public  Company  has  and  after  giving  effect  to  the  transactions
contemplated  hereby  will have in effect all Permits  necessary  for it to own,
lease or operate its  properties  and assets and to carry on its business as now
conducted,  and to the Knowledge of Public Company there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which  individually  or in the aggregate would not have a Public Company
Material  Adverse Effect.  To Public Company's  Knowledge,  Public Company is in
compliance  with,  and has no  liability or  obligation  under,  any  applicable
statute,  law, ordinance,  rule, order or regulation of any Governmental Entity,
including any  liability or  obligation  to undertake any remedial  action under
Hazardous  Substances  Laws (as  hereinafter  defined),  except for instances of
non-compliance,  liabilities  or  obligations,  which  individually  or  in  the
aggregate would not have a Public Company Material Adverse Effect.

5.11     Insurance.

         Public Company has no insurance policies in effect.

5.12     Litigation, etc.

         As of the  Effective  Date,  (a)  there is no suit,  claim,  action  or
proceeding (at law or in equity) pending or, to the Knowledge of Public Company,
threatened against Public Company (including,  without  limitation,  any product
liability  claims) before any court or governmental  or regulatory  authority or


                                       8
<PAGE>

body,  and (b) Public  Company is not subject to any  outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses  (a) and (b),  (i) could  reasonably  be expected to have,
individually or in the aggregate,  a Public Company  Material  Adverse Effect or
(ii)  involves an  allegation  of  criminal  misconduct  or a  violation  of the
Racketeer and Influenced Corrupt Practices Act. As of the Closing,  there are no
suits, actions, claims or proceedings pending or, to Public Company's Knowledge,
threatened,  seeking to prevent,  hinder,  modify or challenge the  transactions
contemplated by this Agreement.

5.13     Contracts.

         Except for its contract with Securities Transfer  Corporation,  a Texas
corporation  ("STC"),  pursuant to which STC acts as the Public  Company's stock
transfer agent,  and its pending  agreement with Insight  Communications,  Inc.,
Public Company has no material  contracts,  leases,  arrangements or commitments
(whether  oral or written)  and is not a party to or bound by or affected by any
contract,  lease,  arrangement or commitment  (whether oral or written) relating
to: (a) the  employment of any Person;  (b) collective  bargaining  with, or any
representation  of any  employees  by, any labor union or  association;  (c) the
acquisition of services, supplies, equipment or other personal property; (d) the
purchase or sale of real property; (e) distribution, agency or construction; (f)
lease  of real or  personal  property  as  lessor  or  lessee  or  sublessor  or
sublessee;  (g) lending or advancing of funds; (h) borrowing of funds or receipt
of  credit;  (i)  incurring  any  obligation  or  liability;  or (j) the sale of
personal property.

5.14     Real Property.

         Public Company does not own or lease any real property.

5.15     Quotation.

         As of the Effective Date, the Public Company Stock will remain eligible
for quotation on the NASD Over-the-Counter Bulletin-Board.

5.16     Filings.

         Prior to the  Effective  Date,  Public  Company  has filed all  reports
required to be filed by it under the Securities Exchange Act.

5.17     Environmental Matters.

         Public   Company  has  not  received   any  written   notice  from  any
Governmental Entity that there exists any violation of any Hazardous  Substances
Law  (as  hereinafter  defined).  Public  Company  has no  Knowledge  (a) of any
Hazardous  Substances (as  hereinafter  defined)  present on, under or about any
Public Company asset, and to Public Company's Knowledge no discharge,  spillage,
uncontrolled  loss,  seepage or filtration of Hazardous  Substances has occurred
on, under or about any Public Company asset,  (b) that any Public Company assets
violates,  or has at any time violated,  any Hazardous  Substance  Laws, and (c)
that  there  is a  condition  on any  asset  for  which  Public  Company  has an
obligation  to undertake  any remedial  action  pursuant to Hazardous  Substance
Laws. For purposes hereof,  "Hazardous Substances" means, without limitation (i)
those  substances  included  within  definitions of any one or more of the terms
"Hazardous  Substance," and "Hazardous  Waste," "Toxic Substance" and "Hazardous
Material" in the Comprehensive Environmental Response Compensation and Liability
Act, 42 U.S.C. ss. 90,601, et seq., the Resource  Conservation and Recovery Act,
42 U.S.C.  ss. 6901, et seq., the Toxic  Substances  Control Act, 15 U.S.C.  ss.
2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. ss. 1801 et
seq.,  the  Occupational  Safety and Health  Act,  29 U.S.C.  ss.  651, et seq.,
(insofar as it relates to employee  health and safety in relation to exposure to


                                       9
<PAGE>

Hazardous  Substances)  and any other local,  state,  federal or foreign laws or
regulations  related  to the  protection  of public  health  or the  environment
(collectively,   "Hazardous  Substances  Laws");  (ii)  such  other  substances,
materials or wastes as are or become  regulated  under,  or as are classified as
hazardous or toxic under  Hazardous  Substance  Laws;  and (iii) any  materials,
wastes or substances  that can be defined as (v)  petroleum  products or wastes;
(w) asbestos; (x) polychlorinated  biphenyl; (y) flammable or explosive;  or (z)
radioactive.

5.18     Anti-takeover Plan: State Takeover Statutes.

         Public  Company  does not have in effect  any plan,  scheme,  device or
arrangement,   commonly   or   colloquially   known  as  a   "poison   pill"  or
"anti-takeover"  plan or any similar plan,  scheme,  device or arrangement.  The
Board of Directors of Public Company has approved this Agreement. No other state
takeover  statute or similar statute or regulation  applies or purports to apply
to the Exchange, this Agreement or any of the transactions  contemplated by this
Agreement.

5.19     Solicitation.

         None of Public Company, its officers, directors,  Affiliates or agents,
or any other Person acting on its behalf has solicited,  directly or indirectly,
any Person to enter into a merger or similar  business  combination  transaction
with  Public  Company by any form of general  solicitation,  including,  without
limitation, any advertisement,  article, notice or other communication published
in any  newspaper,  magazine or similar  media or broadcast  over  television or
radio or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

5.20     Disclosure.

         The  representations  and  warranties  and  statements  of fact made by
Public  Company in this  Agreement  are, as  applicable,  accurate,  correct and
complete and do not contain any untrue  statement of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained herein not false or misleading.

                                   ARTICLE VI.
                                 INDEMNIFICATION

6.1      Indemnification of Holding Co and Shareholders.

         (a) Public Company shall, from and after the Closing, indemnify, defend
and hold  harmless  the  Shareholders,  Holding Co, and Holding  Co's  officers,
directors,  Affiliates or agents, and any other Person acting on its behalf (the
"Holding Co Indemnified Parties") against all losses,  claims,  damages,  costs,
expenses  (including  reasonable  attorneys' fees and expenses),  liabilities or
judgments  or  amounts  that are paid in  settlement  with the  approval  of the
indemnifying  party (the  "Holding  Co  Indemnified  Liabilities")  based on, or
arising out of, or pertaining to this Agreement or the transactions contemplated
hereby,  in each case,  to the fullest  extent  permitted  under the laws of the
State of Nevada.

         (b) The Holding Co Indemnified  Parties shall have the right to conduct
the  defense  of any  action  giving  rise to a claim for  indemnity  under this
Agreement with counsel of their own choosing.  Holding Co, the  Shareholders and
Public Company agree that all rights to  indemnification,  including  provisions
relating  to  advances  of  expenses  incurred in defense of any action or suit,
existing in favor of the Holding Co Indemnified  Parties with respect to matters
occurring through the Closing,  shall survive the Exchange and shall continue in
full force and  effect for a period of not less than one year from the  Closing;
provided,  however, that all rights to indemnification in respect of any Holding
Co  Indemnified  Liabilities  asserted or made within such period shall continue
until the disposition of such Holding Co Indemnified Liabilities.



                                       10
<PAGE>

(c) The provisions of this Section 6.1 are intended to be for the benefit of,
and shall be enforceable by, each Holding Co Indemnified Party, his or her heirs
and his or her personal representatives and shall be binding upon all successors
and assigns of Public Company and Holding Co.

6.2      Indemnification of Public Company.

         (a) Holding Co shall, from and after the Closing, indemnify, defend and
hold  harmless  Public  Company  and  Public  Company's   officers,   directors,
Affiliates  or agents,  and any other  Person  acting on its behalf (the "Public
Company  Indemnified  Parties")  against all  losses,  claims,  damages,  costs,
expenses  (including  reasonable  attorneys' fees and expenses),  liabilities or
judgments  or  amounts  that are paid in  settlement  with the  approval  of the
indemnifying party (the "Public Company  Indemnified  Liabilities") based on, or
arising out of, or pertaining to this Agreement or the transactions contemplated
hereby,  in each case,  to the fullest  extent  permitted  under the laws of the
State of Nevada.

         (b) The  Public  Company  Indemnified  Parties  shall have the right to
conduct the defense of any action  giving  rise to a claim for  indemnity  under
this Agreement with counsel of their own choosing.  Holding Co, the Shareholders
and  Public  Company  agree  that  all  rights  to  indemnification,   including
provisions relating to advances of expenses incurred in defense of any action or
suit,  existing in favor of the Public Company  Indemnified Parties with respect
to matters occurring  through the Closing,  shall survive the Exchange and shall
continue  in full  force and  effect for a period of not less than one year from
the Closing; provided, however, that all rights to indemnification in respect of
any Public Company Indemnified  Liabilities  asserted or made within such period
shall  continue  until  the  disposition  of  such  Public  Company  Indemnified
Liabilities.

         (c) The  provisions  of this  Section  6.2 are  intended  to be for the
benefit of, and shall be enforceable by, each Public Company  Indemnified Party,
his or her heirs and his or her  personal  representatives  and shall be binding
upon all successors and assigns of Public Company and Holding Co.

                                  ARTICLE VII.
                              CONDITIONS PRECEDENT

7.1      Conditions to Each Party's Obligation to Effect the Exchange.

         The  respective  obligation  of each  party to effect the  Exchange  is
subject to the satisfaction or written waiver of the following conditions:

         (a)  No  Injunctions  or  Restraints.  No  statute,  rule,  regulation,
temporary restraining order,  preliminary or permanent injunction or other order
issued  by any court of  competent  jurisdiction  or other  legal  restraint  or
prohibition  preventing  the  consummation  of the Exchange  shall be in effect;
provided,  however,  that the party invoking this  condition  shall use its best
efforts  to have  any  such  temporary  restraining  order,  injunction,  order,
restraint or prohibition vacated.

         (b) Governmental and Regulatory Consents. All material filings required
to be made prior to the Closing  with,  and all  material  consents,  approvals,
permits and  authorizations  required to be obtained  prior to the Closing from,
Governmental  Entities,  in  connection  with the execution and delivery of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby  by
Holding Co and Public  Company  will have been made or obtained (as the case may
be).



                                       11
<PAGE>

7.2      Conditions to Obligations of Holding Co and the Shareholders.

         The  obligations  of  Holding  Co and the  Shareholders  to effect  the
Exchange are further  subject to the  satisfaction or written waiver on or prior
to the Closing of the following conditions:

         (a) Representations and Warranties.  The representations and warranties
of Public Company set forth in Article V that are qualified as to materiality or
Material  Adverse Effect shall be true and correct and the  representations  and
warranties  of Public  Company set forth in Article V that are not so  qualified
shall be true and  correct  in all  material  respects,  in each  case as of the
Closing, except to the extent such representations and warranties speak as of an
earlier date. In addition, all such representations and warranties shall be true
and  correct as of the  Closing,  except to the extent  such  representation  or
warranty  speaks of an earlier date (without  regard to any  qualifications  for
materiality  or  Material  Adverse  Effect)  except to the extent  that any such
failure to be true and correct  (other than any such failure the effect of which
is  immaterial)  individually  and in the aggregate with all such other failures
would not have a Material  Adverse Effect,  and Holding Co and the  Shareholders
shall have  received  a  certificate  signed on behalf of Public  Company by the
chief  executive  officer  of Public  Company  to the  effect  set forth in this
paragraph.

         (b) Performance of Obligations of Public Company.  Public Company shall
have performed in all material respects all obligations required to be performed
by it under this Agreement at or prior to the Closing.

         (c) Board  Representation.  At the  Closing  and  pursuant to a written
consent  to action of the Board of  Directors  of Public  Company,  the Board of
Directors  (a) shall  appoint Tai Caihua as a member of the Board of  Directors,
and (b) all existing officers shall resign as officers of Public Company.

         (d) Available Funds. At the Closing,  Public Company will have $500,000
in U.S. dollars on deposit in its operations bank account.

         (e)  Opinion of Counsel.  Holding Co shall have  received an opinion of
Public  Company's  counsel that is  satisfactory  to Holding Co in both form and
content.

7.3      Conditions to Obligations of Public Company.

         The  obligation  of Public  Company to effect the  Exchange  is further
subject  to the  satisfaction  or  written  waiver on or prior to Closing of the
following conditions:

         (a) Representations and Warranties.  The representations and warranties
of Holding Co set forth in Article IV and the  Shareholders set forth in Article
III that are qualified as to  materiality  or Material  Adverse  Effect shall be
true and correct and the  representations and warranties of Holding Co set forth
in Article  IV and the  Shareholders  set forth in  Article  III that are not so
qualified shall be true and correct in all material respects, in each case as of
the Closing. In addition,  all such representations and warranties shall be true
and  correct as of the  Closing,  except to the extent  such  representation  or
warranty  speaks of an earlier date (without  regard to any  qualifications  for
materiality  or  Material  Adverse  Effect)  except to the extent  that any such
failure to be true and correct  (other than any such failure the effect of which
is  immaterial)  individually  and in the aggregate with all such other failures
would not have a Material Adverse Effect, and Public Company shall have received
a  certificate  signed on behalf of Holding Co by the president of Holding Co to
the effect set forth in this paragraph.



                                       12
<PAGE>

         (b)  Performance  of  Obligations  of Holding Co and the  Shareholders.
Holding Co and the  Shareholders  shall have performed in all material  respects
all  obligations  required to be  performed  by them under this  Agreement at or
prior to the Closing.

         (c) Financial  Advisory  Agreement.  All  obligations  of the Financial
Advisory Agreement by and between HFG International, Limited and Shanghai Sifang
Information Technology Co., Ltd. dated January 8, 2004, including the payment of
$270,000 owed thereunder, shall have been satisfied in full.

         (d) Opinion of Counsel.  Public  Company shall have received an opinion
of Holding Co's counsel that is  satisfactory to Public Company in both form and
content.

7.4      Frustration of Closing Conditions.

         None of Public Company,  the Shareholders or Holding Co may rely on the
failure of any  condition set forth in Sections 7.1, 7.2 or 7.3, as the case may
be, to be satisfied  if such  failure was caused by such party's  failure to use
reasonable   efforts  to  commence  or  complete  the  Exchange  and  the  other
transactions contemplated by this Agreement.

                                  ARTICLE VIII.
                               GENERAL PROVISIONS

8.1      Survival of Representations and Warranties.

         Except  as  otherwise  contemplated  herein,  the  representations  and
warranties in this  Agreement and in any instrument  delivered  pursuant to this
Agreement shall survive the Closing for a period of one year.

8.2      Fees and Expenses.

         Each party hereto shall pay its own expenses incident to preparing for,
entering  into and  carrying  out this  Agreement  and the  consummation  of the
transactions contemplated hereby.

8.3      Definitions.

         For purposes of this Agreement, and except as otherwise defined in this
Agreement:

         (a)  "Affiliate"  of any person means  another  person that directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, such first person;

         (b)  "Governmental  Entity" means any domestic or foreign  governmental
agency or regulatory authority;

         (c) "Knowledge" means actual  knowledge.  In order for an individual to
have  Knowledge of a fact or matter,  the  individual  must be actually aware of
that fact or matter.  A Person (other than an individual) will be deemed to have
Knowledge of a particular  fact or matter if any individual  who is serving,  or
who has at any time served, as a director, officer, partner, executor or trustee
of that Person (or in any similar  capacity) has, or at any time had,  Knowledge
of that fact or matter.

         (d) "Liens" means,  collectively,  all material pledges, claims, liens,
charges,   mortgages,   conditional   sale  or   title   retention   agreements,
hypothecations,  collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever;


                                       13
<PAGE>

         (e) "Material Adverse Effect" with respect to any Person means an event
that has had or would  reasonably be expected to have a material  adverse effect
on the business, financial condition or results of operations of such Person and
its subsidiaries taken as a whole;

         (f) "Permits"  means  federal,  state,  local and foreign  governmental
approvals, authorizations, certificates, filings, franchises, licenses, notices,
permits an rights; and

         (g)  "Person"  means an  individual,  corporation,  partnership,  joint
venture, association, trust, unincorporated organization or other entity.

         (h) "Record" means  information  that is inscribed on a tangible medium
or that is  stored  in an  electronic  or other  medium  and is  retrievable  in
perceivable form.

         (i) "Securities Act" means the Securities Act of 1933, as amended.

         (j)  "Securities  Exchange  Act" means the  Securities  Exchange Act of
1934, as amended.

8.4      Usage.

         In this Agreement, unless a clear contrary intention appears:

         (a) the singular number includes the plural number and vice versa;

         (b)  reference to any Person  includes  such  Person's  successors  and
assigns  but,  if  applicable,  only  if such  successors  and  assigns  are not
prohibited by this Agreement, and reference to a Person in a particular capacity
excludes such Person in any other capacity or individually;

         (c) reference to any gender  includes each other gender or, in the case
of an entity, the neuter;

         (d)  reference  to any  agreement,  document or  instrument  means such
agreement, document or instrument as amended or modified and in effect from time
to time in accordance  with the terms  thereof,  and shall be deemed to refer as
well to all addenda, exhibits and schedules;

         (e) reference to a Section or Schedule,  such  reference  shall be to a
Section of, or a Schedule to, this Agreement unless otherwise indicated

         (f) reference to any law means such law as amended, modified, codified,
replaced  or  reenacted,  in whole or in part,  and in effect from time to time,
including  rules and  regulations  promulgated  thereunder  and reference to any
section or other provision of any law means that provision of such law from time
to time in effect and  constituting  the  substantive  amendment,  modification,
codification, replacement or reenactment of such section or other provision;

         (g) the table of contents and headings  contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

         (h) "hereunder",  "hereof",  "hereto" and words of similar import shall
be deemed  references  to this  Agreement  as a whole and not to any  particular
Article, Section or other provision thereof;

         (i)  "including"  (and  with  correlative   meaning   "include")  means
including  without  limiting the  generality of any  description  preceding such
term;

         (j) "or" is used in the inclusive sense of "and/or;" and


                                       14
<PAGE>

         (k) with  respect to the  determination  of any period of time,  "from"
means "from and including" and "to" means "to but excluding."

8.5      Notices.

         All notices,  requests,  claims, demands and other communications under
this  Agreement  shall be in  writing  and  shall be deemed  given if  delivered
personally  or sent by overnight  courier  (providing  proof of delivery) to the
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified by like notice):

(a) if to Public Company prior to the Closing to:

                    Timothy P. Halter
                    12890 Hilltop Road
                    Argyle, Texas 76226
                    Telephone: (972) 233-0300

(b) if to Holding Co and to Public Company after the Closing to

                    689 Laoshandong Road
                    Shanghai 200120
                    People's Republic of China
                    Telephone: (86-21) 6336-8686

8.6      Counterparts.

         This Agreement may be executed in two or more counterparts.

8.7      Entire Agreement; Third-Party Beneficiaries.

         This Agreement  constitutes  the entire  agreement,  and supersedes all
prior  agreements and  understandings,  both written and oral, among the parties
with  respect to the subject  matter of this  Agreement.  This  Agreement is not
intended to confer upon any Person  other than the parties  hereto and the third
party  beneficiaries  referred  to in the  following  sentence,  any  rights  or
remedies. The parties hereto expressly intend the provisions of Sections 6.1 and
6.2 to confer a benefit upon and be enforceable by, as third party beneficiaries
of this Agreement, the third Persons referred to in, or intended to be benefited
by, such provisions.

8.8      Governing Law.
         -------------

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEVADA  REGARDLESS  OF THE LAWS  THAT  MIGHT  OTHERWISE
GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

8.9      Assignment.

         Neither this Agreement nor any of the rights,  interests or obligations
under this Agreement shall be assigned, in whole or in part, by operation of law
or  otherwise  by any of the parties  without the prior  written  consent of the
other parties,  and any such  assignment  that is not consented to shall be null


                                       15
<PAGE>

and void.  Subject to the preceding  sentence,  this  Agreement  will be binding
upon,  inure to the  benefit  of, and be  enforceable  by, the parties and their
respective successors and assigns.

8.10     Enforcement.

         The parties agree that irreparable damage would occur in the event that
any of the provisions of this  Agreement  were not performed in accordance  with
their specific terms or were otherwise  breached.  It is accordingly agreed that
the  parties  shall be  entitled  to an  injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
of this  Agreement  in any court of the  United  States  located in the State of
Nevada, this being in addition to any other remedy to which they are entitled at
law or in equity.

8.11     Severability.

         Whenever  possible,  each provision or portion of any provision of this
Agreement  will be interpreted in such manner as to be effective and valid under
applicable  law  but if any  provision  or  portion  of any  provision  of  this
Agreement is held to be invalid,  illegal or  unenforceable in any respect under
any applicable law or rule in any jurisdiction, so long as the economic or legal
substance of the transactions  contemplated hereby is not affected in any manner
materially adverse to any party, such invalidity, illegality or unenforceability
will not  affect  any  other  provision  or  portion  of any  provision  in such
jurisdiction,  and this  Agreement  will be reformed,  construed and enforced in
such  jurisdiction  as if such invalid,  illegal or  unenforceable  provision or
portion of any provision had never been contained herein.

         IN WITNESS  WHEREOF,  Public Company,  Holding Co and the  Shareholders
have executed this Agreement to be effective as of the Effective Date.

                          BOULDER ACQUISITIONS, INC.


                          By: /s/ Timothy P. Halter
                             ---------------------------------------------------
                             Timothy P. Halter, Chief Executive Officer,
                             President, Chief Operating Officer, Chairman of the
                             Board, Secretary and Treasurer


                          SIFANG HOLDINGS CO., LTD.


                          By: /s/ Tai Caihua
                             ---------------------------------------------------
                             Tai Caihua, President


                          SHAREHOLDERS


                          By: /s/  Tai Caihua
                             ---------------------------------------------------
                             TAI CAIHUA


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             SHI YING



                                       16
<PAGE>



                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             MAO MING


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             SONG JING


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             FU SIXING


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             YU RUIJIE


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             JING WEIPING


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             ZHANG XIADONG


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             HUANG WEI


                          By: /s/ Tai Caihua                                   *
                             ---------------------------------------------------
                             HUANG TIANQI


                          *By Power of Attorney granted to Tai Caihua















                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>4
<FILENAME>boulder8kex107062304.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT DATED JUNE 23, 2004
<TEXT>

                                                                    EXHIBIT 10.7

                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 23rd day of June,  2004, by and between Halter  Financial  Group,
Inc.  ("Purchaser") and Boulder  Acquisitions,  Inc., a Nevada  Corporation (the
"Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 166,667 newly issued, restricted shares
(the "Shares") of the common capital stock of the Company, par value $0.001 per
share, upon the terms, provisions, and conditions and for the consideration
hereinafter set forth;

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1. Issuance and Sale of Shares.

         Based upon the representations,  warranties,  and covenants and subject
to the terms,  provisions,  and  conditions  contained  in this  Agreement,  the
Company  agrees to sell and deliver the Shares to  Purchaser,  free and clear of
all liens, pledges,  encumbrances,  security interests,  and adverse claims, and
Purchaser  agrees to purchase the Shares from the Company for the  consideration
hereinafter set forth.

Section 2. Purchase Price.

         The total purchase price to be paid to the Company by Purchaser for the
Shares is $1.14 per Share (the "Purchase Price").

Section 3. The Closing.

         Upon  execution  of  this  Agreement,  the  Company  shall  deliver  to
Purchaser  a  certificate(s)  evidencing  the  Shares  issued  in  the  name  of
Purchaser, and immediately upon delivery thereof, Purchaser shall deliver to the
Company the Purchase Price.

Section 4. Representations and Warranties of Purchaser.

         Purchaser  acknowledges  and  understands  that the  Shares  are  being
acquired for  investment in a  transaction  that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:

         a)       Purchaser  is  acquiring  the  Shares  solely  for  investment
                  purposes  and not with a view to, or for resale in  connection
                  with, any distribution  thereof or with any present  intention



                                       1
<PAGE>

                  of  distributing  or  selling  any of the  Shares,  except  as
                  allowed by the  Securities  Act of 1933,  as  amended,  or any
                  rules or regulations promulgated thereunder (collectively, the
                  "Act").

         b)       Purchaser   will  hold  the  Shares  subject  to  all  of  the
                  applicable  provisions of the Act, and  Purchaser  will not at
                  any time make any sale, transfer,  or other disposition of the
                  Shares in contravention of said Act.

         c)       Purchaser  acknowledges that it must bear the economic risk of
                  its investment in the Shares for an indefinite  period of time
                  since the Shares  have not been  registered  under the Act and
                  therefore  cannot be sold  unless the Shares are  subsequently
                  registered or an exemption from registration is available.

         d)       The sale of the Shares to  Purchaser is being made without any
                  public solicitation or advertisements.

Section 5. Representations and Warranties of the Company.

         In connection with the transactions  contemplated  hereby,  the Company
hereby  represents  and  warrants  to  Purchaser  as  follows,  with  each  such
representation  and  warranty  pertaining  to the  Company  and its  direct  and
indirect subsidiaries where applicable:

         5.1. Organization, Standing and Power.

         The Company is duly  organized,  validly  existing and in good standing
under  the laws of the  jurisdiction  in which  it is  incorporated  and has the
requisite  corporate  power and  authority to carry on its business as now being
conducted.  The Company is duly  qualified  or licensed to do business and is in
good  standing in each  jurisdiction  in which the nature of its business or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse  Effect.  For purposes of this  Agreement,  the term  "Company  Material
Adverse  Effect" means any material  adverse effect with respect to the Company,
taken as a whole,  or any  change or effect  that  adversely,  or is  reasonably
expected to adversely, affect the ability of the Company to maintain its current
business  operations  or to consummate  the  transactions  contemplated  by this
Agreement in any material respect.

         5.2. Validity of Transaction.

         This Agreement and, as applicable,  each other  agreement  contemplated
hereby are valid and legally binding obligations of the Company,  enforceable in
accordance with their respective terms against the Company, except as limited by
bankruptcy,  insolvency and similar laws affecting creditors  generally,  and by
general  principles of equity.  At the time that the Shares are sold,  assigned,
transferred  and conveyed to Purchaser  pursuant to this  Agreement,  the Shares
will be duly  authorized,  validly  issued,  fully paid and  nonassessable.  The
execution,  delivery and performance of this Agreement have been duly authorized
by the Company and will not violate  any  applicable  federal or state law,  any
order of any  court or  government  agency or the  articles  or  certificate  of
incorporation  of the Company.  The execution,  delivery and performance of this



                                       2
<PAGE>

Agreement and each other  agreement  contemplated  hereby will not result in any
breach of or default under,  or result in the creation of any  encumbrance  upon
any of the assets of the Company pursuant to the terms of any agreement by which
the Company or any of its respective  assets may be bound. No consent,  approval
or authorization  of, or registration or filing with any governmental  authority
or other  regulatory  agency,  is required for the validity of the execution and
delivery by the Company of this Agreement or any documents related thereto.

         5.3. Capital Structure.

         The  authorized  capital stock of the Company  consists of  100,000,000
shares of common stock, par value $0.001 per share (the "Company Common Stock").
On the Closing Date hereof,  there will be 15,702,903  shares of Company  Common
Stock issued and outstanding.  No shares of Company Common Stock will be held by
the Company in its  treasury.  All  outstanding  shares of capital  stock of the
Company will have been duly  authorized  and validly  issued,  and will be fully
paid and nonassessable and not subject to preemptive or similar rights. No bonds
debentures,  notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for,  securities having the right to vote)
on any matters on which the  stockholders  of the Company may vote are issued or
outstanding.  There are no  outstanding  stock  appreciation  rights or  similar
derivative securities or rights of the Company.

         5.4. Authority: Noncontravention.

         The Company has the  requisite  corporate  power and authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The execution and delivery of this  Agreement by the Company and the
consummation by the Company of the  transactions  contemplated  hereby have been
duly  authorized by all necessary  corporate  action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and, assuming
this  Agreement  constitutes  the  valid and  binding  agreement  of  Purchaser,
constitutes a valid and binding obligation of the Company,  enforceable  against
the Company in  accordance  with its terms,  subject to  applicable  bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium and similar laws
affecting  creditors'  rights and remedies and to general  principles  of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).  The  execution  and  delivery  of  this  Agreement  do  not,  and  the
consummation of the  transactions  contemplated by this Agreement and compliance
with the provisions  hereof will not, (a) conflict with any of the provisions of
the charter documents or bylaws of the Company,  (b) subject to the governmental
filings and other matters referred to in the following sentence,  conflict with,
result in a breach of or default  (with or without  notice or lapse of time,  or
both) under, or give rise to a right of first refusal, termination, cancellation



                                       3
<PAGE>

or acceleration of any obligation (including to pay any sum of money) or loss of
a benefit  under,  or require the consent of any person under,  any indenture or
other agreement, permit, concession, ground lease, franchise, license or similar
instrument  or  undertaking  to which  the  Company  is a party or by which  the
Company or any of the assets of either entity are bound,  result in the creation
or imposition  of a material Lien or other  restriction  or  encumbrance  on any
material asset of the Company,  which, singly or in the aggregate,  would have a
Company Material Adverse Effect, or (c) subject to the governmental  filings and
other  matters  referred to in the following  sentence,  violate any domestic or
foreign  law,  rule or  regulation  or any order,  writ,  judgment,  injunction,
decree,  determination  or award currently in effect except for such violations,
which, singly or in the aggregate,  would only have an immaterial effect. Except
as  otherwise  required  by  applicable  state or federal  securities  laws,  no
consent,  approval or authorization of, or declaration or filing with, or notice
to, any  domestic or foreign  governmental  agency or  regulatory  authority  (a
"Governmental  Entity") or any third party which has not been  received or made,
is required by or with respect to the Company in  connection  with the execution
and delivery of this Agreement by the Company or the consummation by the Company
of  the  transactions  contemplated  hereby,  except  for  consents,  approvals,
authorizations, declarations, filings and notices that, if not obtained or made,
will not, individually or in the aggregate, result in a Company Material Adverse
Effect.  "Lien"  means,  collectively,  all  material  pledges,  claims,  liens,
charges,   mortgages,   conditional   sale  or   title   retention   agreements,
hypothecations,  collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever.

         5.5. Restrictions Upon Registration.

         The  Company  agrees that for the twelve  month  period  following  the
execution date of this Agreement it shall not file a registration  statement, of
any type,  with the  Commission  for the  purpose of  registering  shares of the
Company's  common stock held by those persons who received such shares  pursuant
to that certain Securities  Exchange  Agreement,  dated effective as of June 23,
2004,  entered  into by and among  Sifang  Holdings  Co.,  Ltd.,  a  corporation
organized  under the laws of the Cayman Islands  ("Holding Co"), the Company and
the shareholders of Holding Co.

         5.6.  Absence of Certain  Changes or Events;  No  Undisclosed  Material
Liabilities.

         Except as  otherwise  set forth in the  Company's  periodic  reports as
filed  with  the  U.S.  Securities  and  Exchange  Commission  pursuant  to  the
requirements  of  the  Securities  Exchange  Act of  1934,  the  Company  has no
Liabilities.  "Liability"  means, as to any person,  all debts,  liabilities and
obligations,  direct,  indirect,  absolute or contingent of such person, whether
accrued,  vested or  otherwise,  whether  known or  unknown  and  whether or not
actually reflected, or required in accordance with GAAP to be reflected, in such
person's balance sheet.

         5.7. Compliance with Applicable Laws.

         The  Company  has  and  after   giving   effect  to  the   transactions
contemplated  hereby will have in effect all federal,  state,  local and foreign
governmental  approvals,  authorizations,   certificates,  filings,  franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease
or  operate  its  properties  and  assets  and to carry on its  business  as now
conducted,  and to the  knowledge  of the Company  there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which individually or in the aggregate would not have a Company Material
Adverse Effect. To the Company's  knowledge,  the Company is in compliance with,
and has no  liability  or  obligation  under,  all  applicable  statutes,  laws,
ordinances,  rules, orders and regulations of any Governmental Entity, including
any liability or obligation  to undertake  any remedial  action under  hazardous
substances  laws,  except  for  instances  of  non-compliance,   liabilities  or
obligations,  which  individually  or  in  the  aggregate  would  only  have  an
immaterial effect.



                                       4
<PAGE>

         5.8. Litigation, etc.

         As of  the  date  hereof,  (a)  there  is no  suit,  claim,  action  or
proceeding  (at law or in equity)  pending or, to the  knowledge of the Company,
threatened  against  the Company  (including,  without  limitation,  any product
liability  claims) before any court or governmental  or regulatory  authority or
body,  and (b) the  Company  is not  subject  to any  outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses  (a) and (b),  (i) could  reasonably  be expected to have,
individually  or in the  aggregate,  a Company  Material  Adverse Effect or (ii)
involves an  allegation  of criminal  misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended.  As of the date hereof,  there
are no  suits,  actions,  claims or  proceedings  pending  or, to the  Company's
knowledge,  threatened,  seeking to prevent,  hinder,  modify or  challenge  the
transactions contemplated by this Agreement.

         5.9. Disclosure.

         The  representations  and warranties and statements of fact made by the
Company in this Agreement are, as applicable, accurate, correct and complete and
do not  contain  any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained herein not false or misleading.

Section 6. Survival of Representations and Warranties.

         All representations,  warranties,  covenants,  and agreements contained
herein shall not be discharged or dissolved  upon, but shall survive the closing
and shall be unaffected by any investigation made by any party at any time.

Section 7. Registration Rights.

         7.1. Registration by the Company.

         (a) Mandatory Registration. As promptly as practicable (but in no event
         later than 30 days) after the date of this Agreement, the Company shall
         file a registration  statement (the "Registration  Statement") with the
         Commission under the Act covering the Shares.

         (b) Registration  Statement Form.  Registrations under this Section 7.1
         shall be on such  appropriate  registration  form of the  Commission as
         shall be reasonably selected by the Company.

         (c) Effective Registration  Statement. A registration required pursuant
         to this  Section  7.1 shall not be  deemed  to have been  effected  (i)
         unless the  Registration  Statement  has become  effective and remained
         effective in compliance  with the provisions of the Act with respect to
         the  disposition  of all of the  Shares  covered  by such  Registration
         Statement until such time as all of the Shares have been disposed of in
         accordance  with the intended  methods of  disposition by the Purchaser
         set forth in such  Registration  Statement  (unless  the  failure to so
         dispose of such Shares shall be caused solely by reason of a failure on
         the part of the Purchaser).



                                       5
<PAGE>

         7.2. Priority Registrations.

         Subject to the limitations set forth below, the Registration  Statement
may include,  in addition to the Shares,  other  securities of the Company which
are proposed to be sold for the account of the Company or any other stockholders
thereof.

         7.3. Registration Procedures.

         The Company will, as expeditiously as possible:

         a)       prepare   and  file   with  the   Commission   the   requisite
                  Registration   Statement  to  effect  such   registration  and
                  thereafter  use its  reasonable  best  efforts  to cause  such
                  Registration Statement to become effective;

         b)       prepare  and file  with the  Commission  such  amendments  and
                  supplements to such Registration  Statement and the prospectus
                  used in connection  therewith as may be necessary to keep such
                  Registration  Statement  effective  and  to  comply  with  the
                  provisions of the Act with respect to the  disposition  of all
                  the Shares covered by such  Registration  Statement  until the
                  earlier of the time as all of such Shares  have been  disposed
                  of in accordance  with the intended  methods of disposition by
                  the Purchaser set forth in such Registration  Statement or the
                  date that the Shares are eligible  for resale  pursuant to the
                  provisions of Rule 144 under the Act;

         c)       furnish such number of conformed  copies of such  Registration
                  Statement and of each such  amendment and  supplement  thereto
                  (in each case including all  exhibits),  such number of copies
                  of the  prospectus  contained in such  Registration  Statement
                  (including  each   preliminary   prospectus  and  any  summary
                  prospectus)  and any other  prospectus  filed  under  Rule 424
                  under the Act, in conformity with the requirements of the Act,
                  and such other  documents,  as the  Purchaser  may  reasonably
                  request;



                                       6
<PAGE>

         d)       use its reasonable best efforts (i) to register or qualify the
                  Shares  under such other  securities  or blue sky laws of such
                  States of the United  States of America  where an exemption is
                  not available and as Purchaser shall reasonably request,  (ii)
                  to keep such  registration or  qualification  in effect for so
                  long as such  Registration  Statement  remains in effect,  and
                  (iii)  to  take  any  other  action  which  may be  reasonably
                  necessary or advisable to enable the  Purchaser to  consummate
                  the disposition in such  jurisdictions of the securities to be
                  sold by the  Purchaser,  except that the Company shall not for
                  any such  purpose  be  required  to  qualify  generally  to do
                  business as a foreign corporation in any jurisdiction  wherein
                  it would not but for the  requirements of this subdivision (d)
                  be  obligated  to be so  qualified  or to  consent  to general
                  service of process in any such jurisdiction;

         e)       use its reasonable best efforts to cause all Shares covered by
                  such Registration  Statement to be registered with or approved
                  by such  other  federal  or  state  governmental  agencies  or
                  authorities  as may be  necessary in the opinion of counsel to
                  the  Company  and  counsel  to the  Purchaser  to  enable  the
                  Purchaser to consummate the disposition of such Shares;

         f)       notify the  Purchaser at any time when a  prospectus  relating
                  thereto  is  required  to be  delivered  under  the Act,  upon
                  discovery that, or upon the happening of any event as a result
                  of  which,  the  prospectus   included  in  such  Registration
                  Statement,  as then in effect, includes an untrue statement of
                  a material  fact or omits to state any material  fact required
                  to be  stated  therein  or  necessary  to make the  statements
                  therein  not  misleading,  in the  light of the  circumstances
                  under  which  they  were  made,  and  at  the  request  of the
                  Purchaser  promptly  prepare  and  furnish to it a  reasonable
                  number of copies of a  supplement  to or an  amendment of such
                  prospectus   as  may  be  necessary  so  that,  as  thereafter
                  delivered  to  the   purchasers  of  such   securities,   such
                  prospectus shall not include an untrue statement of a material
                  fact or omit to state a material  fact  required  to be stated
                  therein  or  necessary  to make  the  statements  therein  not
                  misleading in the light of the circumstances  under which they
                  were made;

         g)       otherwise use its  reasonable  best efforts to comply with all
                  applicable  rules and regulations of the  Commission,  and, if
                  required,  make available to its security holders,  as soon as
                  reasonably  practicable,  an earnings  statement  covering the
                  period of at least twelve  months,  but not more than eighteen
                  months, beginning with the first full calendar month after the
                  effective date of such Registration Statement,  which earnings
                  statement shall satisfy the provisions of Section 11(a) of the
                  Act and Rule 158 promulgated thereunder,  and promptly furnish
                  to  Purchaser a copy of any  amendment or  supplement  to such
                  Registration Statement or prospectus;

         h)       provide  and  cause to be  maintained  a  transfer  agent  and
                  registrar  (which,  in each case,  may be the Company) for all
                  the Shares  covered by such  Registration  Statement  from and
                  after  a date  not  later  than  the  effective  date  of such
                  registration; and

         i)       use its  reasonable  best  efforts  to list the  Shares on any
                  national  securities  exchange on which the shares of the same
                  class covered by such  Registration  Statement are then listed
                  and,  if no  such  shares  are  so  listed,  on  any  national
                  securities exchange on which the common stock is then listed.

         Purchaser agrees by acquisition of the Shares that, upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
subdivision (f) of this Section 7.3, such holder will forthwith discontinue such
disposition  of  the  Shares  pursuant  to  the  Registration   Statement  until
Purchaser's  receipt of the  copies of the  supplemented  or amended  prospectus
contemplated  by subdivision  (f) of this Section 7.3 and, if so directed by the
Company,  will  deliver to the Company (at the  Company's  expense)  all copies,
other than  permanent  file  copies,  then in such  holder's  possession  of the
prospectus relating to the Shares current at the time of receipt of such notice.

         7.4. Indemnification.

         (a) Indemnification by the Company.  The Company will, and hereby does,
         indemnify and hold harmless, in the case of the Registration  Statement
         filed  pursuant  to  Section  7.1,  the  Purchaser  and its  respective
         directors,  officers,  partners,  agents and  affiliates,  against  any
         losses,  claims,  damages or  liabilities,  joint or several,  to which
         Purchaser or any such director,  officer,  partner, agent, affiliate or


                                       7
<PAGE>

         controlling  person  may  become  subject  under the Act or  otherwise,
         including,  without limitation, the fees and expenses of legal counsel,
         insofar as such losses,  claims,  damages or liabilities (or actions or
         proceedings, whether commenced or threatened, in respect thereof) arise
         out of or are  based  upon  any  untrue  statement  or  alleged  untrue
         statement of any material fact contained in any Registration Statement,
         any  preliminary  prospectus,  final  prospectus or summary  prospectus
         contained  therein,  or any  amendment or  supplement  thereto,  or any
         omission or alleged  omission to state therein a material fact required
         to be stated  therein or  necessary to make the  statements  therein in
         light of the circumstances in which they were made not misleading,  and
         the Company will reimburse  Purchaser and each such director,  officer,
         partner,  agent,  affiliate and controlling person for any legal or any
         other  expenses   reasonably   incurred  by  them  in  connection  with
         investigating or defending any such loss, claim,  liability,  action or
         proceeding;  provided, however, that the Company shall not be liable in
         any  such  case to the  extent  that  any  such  loss,  claim,  damage,
         liability  (or  action or  proceeding  in respect  thereof)  or expense
         arises out of or is based upon an untrue  statement  or alleged  untrue
         statement  or omission or alleged  omission  made in such  Registration
         Statement, any such preliminary prospectus,  final prospectus,  summary
         prospectus,  amendment or supplement in reliance upon and in conformity
         with  written  information  furnished to the Company by or on behalf of
         the  Purchaser,  specifically  stating  that  it  is  for  use  in  the
         preparation  thereof.  Such  indemnity  shall  remain in full force and
         effect  regardless  of  any  investigation  made  by  or on  behalf  of
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (b)  Indemnification by the Purchaser.  As a condition to including the
         Shares in the Registration  Statement,  the Company shall have received
         an undertaking  satisfactory to it from the Purchaser, to indemnify and
         hold  harmless  (in the same manner and to the same extent as set forth
         in Section  7.4(a)) each other  seller,  if any, the Company,  and each
         director of the Company and each officer of the  Company,  with respect
         to any  statement  or  alleged  statement  in or  omission  or  alleged
         omission from such Registration Statement,  any preliminary prospectus,
         final  prospectus  or  summary  prospectus  contained  therein,  or any
         amendment or supplement thereto, if such statement or alleged statement
         or  omission  or  alleged  omission  was made in  reliance  upon and in
         conformity  with  written  information  furnished to the Company by the
         Purchaser specifically stating that it is for use in the preparation of
         such Registration Statement,  preliminary prospectus, final prospectus,
         summary  prospectus,   amendment  or  supplement;  provided,  ---------
         however,  that the  liability  of such  indemnifying  party  under this
         Section  7.4(b) shall be limited to the amount of proceeds  received by
         such indemnifying  party giving rise to such liability.  Such indemnity
         shall remain in full force and effect,  regardless of any investigation
         made by or on behalf of the  Company or any such  director,  officer or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (c) Notices of Claims,  etc.  Promptly  after receipt by an indemnified
         party  of  notice  of the  commencement  of any  action  or  proceeding
         involving  a  claim  referred  to in  Section  7.4  (a)  or  (b),  such
         indemnified  party  will,  if a claim in respect  thereof is to be made
         against an indemnifying party, give written notice to the latter of the



                                       8
<PAGE>

         commencement of such action; provided, however, that the failure of any
         indemnified  party to give notice as provided  herein shall not relieve
         the  indemnifying   party  of  its  obligations   under  the  preceding
         subdivisions  of this  Section  7.4,  except  to the  extent  that  the
         indemnifying  party is  actually  prejudiced  by such  failure  to give
         notice.   In  case  any  such  action  shall  be  brought  against  any
         indemnified  party and it shall  notify the  indemnifying  party of the
         commencement  thereof,  the  indemnifying  party  shall be  entitled to
         participate  therein and, to the extent that it may wish, to assume the
         defense  thereof,   with  counsel   reasonably   satisfactory  to  such
         indemnified party;  provided,  however, that any indemnified party may,
         at its own expense,  retain  separate  counsel to  participate  in such
         defense.  Notwithstanding the foregoing, in any action or proceeding in
         which both the Company and an  indemnified  party is, or is  reasonably
         likely to become, a party,  such indemnified party shall have the right
         to employ separate counsel at the Company's  expense and to control its
         own  defense of such  action or  proceeding  if (a) there are or may be
         legal  defenses  available  to  such  indemnified  party  or  to  other
         indemnified  parties that are  different  from or  additional  to those
         available to the Company or (b) any actual  conflict exists between the
         Company  and such  indemnified  party  that  would  make such  separate
         representation advisable; provided, however, that the Company may limit
         the fees and expenses  that it pays in any one legal action or group of
         related  legal  actions  to  those  fees  and  expenses  of one firm of
         attorneys  (together with  appropriate  local  counsel),  which firm of
         attorneys (together with appropriate legal counsel) shall be designated
         in writing by a majority of the indemnified parties who are a party to,
         or are  reasonably  likely to become  parties to, such legal  action or
         group of related legal actions.  No indemnifying  party shall be liable
         for any  settlement  of any action or proceeding  effected  without its
         written  consent,  which consent shall not be unreasonably  withheld or
         delayed.  No  indemnifying  party  shall,  without  the  consent of the
         indemnified party, which consent shall not be unreasonably  withheld or
         delayed,  consent to entry of any judgment or enter into any settlement
         which does not include as an  unconditional  term thereof the giving by
         the claimant or plaintiff to such  indemnified  party of a release from
         all liability in respect to such claim or litigation or which  requires
         action other than the payment of money by the indemnifying party.

         (d) Contribution.  If the indemnification  provided for in this Section
         7.4 shall for any  reason  be held by a court to be  unavailable  to an
         indemnified  party under Section 7.4(a) or (b) hereof in respect of any
         loss,  claim,  damage or liability,  or any action in respect  thereof,
         then,  in lieu of the amount paid or payable  under  Section  7.4(a) or
         (b), the  indemnified  party and the  indemnifying  party under Section
         7.4(a) or (b) shall contribute to the aggregate losses, claims, damages
         and liabilities  (including legal or other expenses reasonably incurred
         in connection with  investigating  the same), (i) in such proportion as
         is  appropriate  to reflect the  relative  fault of the Company and the
         Purchaser which resulted in such loss, claim,  damage or liability,  or
         action or proceeding in respect thereof, with respect to the statements
         or omissions which resulted in such loss,  claim,  damage or liability,
         or  action  or  proceeding  in  respect  thereof,  as well as any other
         relevant equitable considerations or (ii) if the allocation provided by
         clause (i) above is not permitted by applicable law, in such proportion
         as shall be  appropriate to reflect the relative  benefits  received by
         the  Company and the  Purchaser  from the  offering  of the  securities



                                       9
<PAGE>

         covered by such Registration Statement,  provided, that for purposes of
         this clause (ii), the relative benefits received by the Purchaser shall
         be  deemed  not to  exceed  the  amount  of  proceeds  received  by the
         Purchaser. No person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to  contribution
         from   any   person   who   was   not   guilty   of   such   fraudulent
         misrepresentation. The Purchaser's obligation to contribute as provided
         in this Section  7.4(d) is several in proportion to the relative  value
         of its respective Shares covered by such Registration Statement and not
         joint.  In  addition,  no  person  shall  be  obligated  to  contribute
         hereunder  any amounts in payment for any  settlement  of any action or
         claim effected without such person's  consent,  which consent shall not
         be unreasonably withheld.

         (e) Other Indemnification.  Indemnification and contribution similar to
         that specified in the preceding  subdivisions of this Section 7.4 (with
         appropriate  modifications)  shall  be  given  by the  Company  and the
         Purchaser   with  respect  to  any  required   registration   or  other
         qualification   of  securities  under  any  federal  or  state  law  or
         regulation of any governmental authority other than the Act.

         (f)  Indemnification  Payments.  The  indemnification  and contribution
         required by this Section 7.4 shall be made by periodic  payments of the
         amount thereof during the course of the  investigation  or defense,  as
         and when bills are  received or expense,  loss,  damage or liability is
         incurred.

Section 8. Put Option.

         (a)  Subject to the  provisions  of  subparagraphs  (b) and (c) or this
         Section 8, the Company  hereby grants to Purchaser an option to require
         the Company to  purchase  up to 166,667  Shares at a price of $1.14 per
         share (the "Put Option").

         (b) The Put Option may be  exercised at any time after the date that is
         six  months  after  the  Company  files  the   Registration   Statement
         registering the Shares up to and including the earlier of the date that
         such Registration  Statement is declared effective by the Commission or
         the Shares are  eligible  for resale  under Rule 144 under the Act (the
         "Expiration Date").

         (c) The Put Option may be  exercised  by  written  notice  given by the
         Purchaser to the Company  exercising the Put Option.  If the Put Option
         is not  exercised  by the  Expiration  Date,  then the Put Option  will
         terminate,  and be null,  void  and of no  further  effect  immediately
         following the Expiration Date.

Section 9. Entirety and Modification.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements  and  understandings,  whether  oral or  written,  between the
parties hereto relating to such subject  matter.  No  modification,  alteration,
amendment,  or supplement to this Agreement  shall be valid or effective  unless
the same is in writing and signed by all parties hereto.

Section 10. Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 11. Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the State of Nevada.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement as of the date first written above.

PURCHASER:                                  HALTER FINANCIAL GROUP, INC.


                                            By: /s/ Timothy P. Halter
                                               ---------------------------------
                                               Name: Timothy P. Halter
                                               Title: President

COMPANY:                                    BOULDER ACQUISITIONS, INC.


                                            By: /s/ Tai Caihua
                                               ---------------------------------
                                               Tai Caihua















                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>boulder8kex108062304.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT DATED JUNE 28, 2004
<TEXT>

                                                                    EXHIBIT 10.8

                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 28th day of June,  2004,  by and  between  Chinamerica  Fund,  LP
("Purchaser")  and  Boulder  Acquisitions,   Inc.,  a  Nevada  Corporation  (the
"Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 877,193 newly issued,  restricted shares
(the "Shares") of the common capital stock of the Company,  par value $0.001 per
share,  upon the terms,  provisions,  and conditions  and for the  consideration
hereinafter set forth;

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1. Issuance and Sale of Shares.

         Based upon the representations,  warranties,  and covenants and subject
to the terms,  provisions,  and  conditions  contained  in this  Agreement,  the
Company  agrees to sell and deliver the Shares to  Purchaser,  free and clear of
all liens, pledges,  encumbrances,  security interests,  and adverse claims, and
Purchaser  agrees to purchase the Shares from the Company for the  consideration
hereinafter set forth.

Section 2. Purchase Price.

         The total purchase price to be paid to the Company by Purchaser for the
Shares is $1.14 per Share (the "Purchase Price").

Section 3. The Closing.

         Upon  execution  of  this  Agreement,  the  Company  shall  deliver  to
Purchaser  a  certificate(s)  evidencing  the  Shares  issued  in  the  name  of
Purchaser,  and immediately  upon delivery  thereof,  Purchaser shall deliver to
Securities  Transfer  Corporation  (the "Escrow Agent") the Purchase Price.  The
release of the  Purchase  Price to the Company  shall be effected in  accordance
with the terms of this Agreement and that certain Escrow  Agreement (the "Escrow
Agreement") to be entered into by and among the Escrow Agent, the parties hereto
and such other parties referenced therein.

Section 4. Representations and Warranties of Purchaser.

         Purchaser  acknowledges  and  understands  that the  Shares  are  being
acquired for  investment in a  transaction  that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:


                                       1
<PAGE>

         a)       Purchaser  is  acquiring  the  Shares  solely  for  investment
                  purposes  and not with a view to, or for resale in  connection
                  with, any distribution  thereof or with any present  intention
                  of  distributing  or  selling  any of the  Shares,  except  as
                  allowed by the  Securities  Act of 1933,  as  amended,  or any
                  rules or regulations promulgated thereunder (collectively, the
                  "Act").

         b)       Purchaser   will  hold  the  Shares  subject  to  all  of  the
                  applicable  provisions of the Act, and  Purchaser  will not at
                  any time make any sale, transfer,  or other disposition of the
                  Shares in contravention of said Act.

         c)       Purchaser  acknowledges that it must bear the economic risk of
                  its investment in the Shares for an indefinite  period of time
                  since the Shares  have not been  registered  under the Act and
                  therefore  cannot be sold  unless the Shares are  subsequently
                  registered or an exemption from registration is available.

         d)       The sale of the Shares to  Purchaser is being made without any
                  public solicitation or advertisements.

Section 5. Representations and Warranties of the Company.

         In connection with the transactions  contemplated  hereby,  the Company
hereby  represents  and  warrants  to  Purchaser  as  follows,  with  each  such
representation  and  warranty  pertaining  to the  Company  and its  direct  and
indirect subsidiaries where applicable:

         5.1. Organization, Standing and Power.

         The Company is duly  organized,  validly  existing and in good standing
under  the laws of the  jurisdiction  in which  it is  incorporated  and has the
requisite  corporate  power and  authority to carry on its business as now being
conducted.  The Company is duly  qualified  or licensed to do business and is in
good  standing in each  jurisdiction  in which the nature of its business or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse  Effect.  For purposes of this  Agreement,  the term  "Company  Material
Adverse  Effect" means any material  adverse effect with respect to the Company,
taken as a whole,  or any  change or effect  that  adversely,  or is  reasonably
expected to adversely, affect the ability of the Company to maintain its current
business  operations  or to consummate  the  transactions  contemplated  by this
Agreement in any material respect.

         5.2. Validity of Transaction.

         This Agreement and, as applicable,  each other  agreement  contemplated
hereby are valid and legally binding obligations of the Company,  enforceable in
accordance with their respective terms against the Company, except as limited by
bankruptcy,  insolvency and similar laws affecting creditors  generally,  and by
general  principles of equity.  At the time that the Shares are sold,  assigned,
transferred  and conveyed to Purchaser  pursuant to this  Agreement,  the Shares


                                       2
<PAGE>

will be duly  authorized,  validly  issued,  fully paid and  nonassessable.  The
execution,  delivery and performance of this Agreement have been duly authorized
by the Company and will not violate  any  applicable  federal or state law,  any
order of any  court or  government  agency or the  articles  or  certificate  of
incorporation  of the Company.  The execution,  delivery and performance of this
Agreement and each other  agreement  contemplated  hereby will not result in any
breach of or default under,  or result in the creation of any  encumbrance  upon
any of the assets of the Company pursuant to the terms of any agreement by which
the Company or any of its respective  assets may be bound. No consent,  approval
or authorization  of, or registration or filing with any governmental  authority
or other  regulatory  agency,  is required for the validity of the execution and
delivery by the Company of this Agreement or any documents related thereto.

         5.3. Capital Structure.

         The  authorized  capital stock of the Company  consists of  100,000,000
shares of common stock, par value $0.001 per share (the "Company Common Stock").
On the Closing Date  hereof,  the  capitalization  of the Company will be as set
forth on Schedule 5.3 hereto.  No shares of Company Common Stock will be held by
the Company in its  treasury.  All  outstanding  shares of capital  stock of the
Company will have been duly  authorized  and validly  issued,  and will be fully
paid and nonassessable and not subject to preemptive or similar rights. No bonds
debentures,  notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for,  securities having the right to vote)
on any matters on which the  stockholders  of the Company may vote are issued or
outstanding.  Except for this Agreement and as set forth in Schedule 5.3 to this
Agreement,  the Company does not have, or at or after Closing will not have, any
outstanding option,  warrant,  call,  subscription or other right,  agreement or
commitment  which either (a) obligates  the Company to issue,  sell or transfer,
repurchase,  redeem or otherwise acquire or vote any shares of the capital stock
of the Company,  or (b) restricts the voting,  disposition or transfer of shares
of capital stock of the Company.  There are no  outstanding  stock  appreciation
rights or similar derivative securities or rights of the Company.

         5.4. Authority: Noncontravention.

         The Company has the  requisite  corporate  power and authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The execution and delivery of this  Agreement by the Company and the
consummation by the Company of the  transactions  contemplated  hereby have been
duly  authorized by all necessary  corporate  action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and, assuming
this  Agreement  constitutes  the  valid and  binding  agreement  of  Purchaser,
constitutes a valid and binding obligation of the Company,  enforceable  against
the Company in  accordance  with its terms,  subject to  applicable  bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium and similar laws
affecting  creditors'  rights and remedies and to general  principles  of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).  The  execution  and  delivery  of  this  Agreement  do  not,  and  the
consummation of the  transactions  contemplated by this Agreement and compliance
with the provisions  hereof will not, (a) conflict with any of the provisions of
the charter documents or bylaws of the Company,  (b) subject to the governmental
filings and other matters referred to in the following sentence,  conflict with,
result in a breach of or default  (with or without  notice or lapse of time,  or


                                       3
<PAGE>

both) under, or give rise to a right of first refusal, termination, cancellation
or acceleration of any obligation (including to pay any sum of money) or loss of
a benefit  under,  or require the consent of any person under,  any indenture or
other agreement, permit, concession, ground lease, franchise, license or similar
instrument  or  undertaking  to which  the  Company  is a party or by which  the
Company or any of the assets of either entity are bound,  result in the creation
or imposition  of a material Lien or other  restriction  or  encumbrance  on any
material asset of the Company,  which, singly or in the aggregate,  would have a
Company Material Adverse Effect, or (c) subject to the governmental  filings and
other  matters  referred to in the following  sentence,  violate any domestic or
foreign  law,  rule or  regulation  or any order,  writ,  judgment,  injunction,
decree,  determination  or award currently in effect except for such violations,
which, singly or in the aggregate,  would only have an immaterial effect. Except
as  otherwise  required  by  applicable  state or federal  securities  laws,  no
consent,  approval or authorization of, or declaration or filing with, or notice
to, any  domestic or foreign  governmental  agency or  regulatory  authority  (a
"Governmental  Entity") or any third party which has not been  received or made,
is required by or with respect to the Company in  connection  with the execution
and delivery of this Agreement by the Company or the consummation by the Company
of  the  transactions  contemplated  hereby,  except  for  consents,  approvals,
authorizations, declarations, filings and notices that, if not obtained or made,
will not, individually or in the aggregate, result in a Company Material Adverse
Effect.  "Lien"  means,  collectively,  all  material  pledges,  claims,  liens,
charges,   mortgages,   conditional   sale  or   title   retention   agreements,
hypothecations,  collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever.

         5.5. Restrictions Upon Registration.

         The  Company  agrees that for the twelve  month  period  following  the
execution date of this Agreement it shall not file a registration  statement, of
any type,  with the  Commission  for the  purpose of  registering  shares of the
Company's  common stock held by those persons who received such shares  pursuant
to that certain Securities  Exchange  Agreement,  dated effective as of June 23,
2004,  entered  into by and among  Sifang  Holdings  Co.,  Ltd.,  a  corporation
organized  under the laws of the Cayman Islands  ("Holding Co"), the Company and
the shareholders of Holding Co.

         5.6.  Absence of Certain  Changes or Events;  No  Undisclosed  Material
Liabilities.

         Except as  otherwise  set forth in the  Company's  periodic  reports as
filed  with  the  U.S.  Securities  and  Exchange  Commission  pursuant  to  the
requirements  of  the  Securities  Exchange  Act of  1934,  the  Company  has no
Liabilities.  "Liability"  means, as to any person,  all debts,  liabilities and
obligations,  direct,  indirect,  absolute or contingent of such person, whether
accrued,  vested or  otherwise,  whether  known or  unknown  and  whether or not
actually reflected, or required in accordance with GAAP to be reflected, in such
person's balance sheet.

         5.7. Compliance with Applicable Laws.

         The  Company  has  and  after   giving   effect  to  the   transactions
contemplated  hereby will have in effect all federal,  state,  local and foreign
governmental  approvals,  authorizations,   certificates,  filings,  franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease


                                       4
<PAGE>

or  operate  its  properties  and  assets  and to carry on its  business  as now
conducted,  and to the  knowledge  of the Company  there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which individually or in the aggregate would not have a Company Material
Adverse Effect. To the Company's  knowledge,  the Company is in compliance with,
and has no  liability  or  obligation  under,  all  applicable  statutes,  laws,
ordinances,  rules, orders and regulations of any Governmental Entity, including
any liability or obligation  to undertake  any remedial  action under  hazardous
substances  laws,  except  for  instances  of  non-compliance,   liabilities  or
obligations,  which  individually  or  in  the  aggregate  would  only  have  an
immaterial effect.

         5.8. Litigation, etc.

         As of  the  date  hereof,  (a)  there  is no  suit,  claim,  action  or
proceeding  (at law or in equity)  pending or, to the  knowledge of the Company,
threatened  against  the Company  (including,  without  limitation,  any product
liability  claims) before any court or governmental  or regulatory  authority or
body,  and (b) the  Company  is not  subject  to any  outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses  (a) and (b),  (i) could  reasonably  be expected to have,
individually  or in the  aggregate,  a Company  Material  Adverse Effect or (ii)
involves an  allegation  of criminal  misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended.  As of the date hereof,  there
are no  suits,  actions,  claims or  proceedings  pending  or, to the  Company's
knowledge,  threatened,  seeking to prevent,  hinder,  modify or  challenge  the
transactions contemplated by this Agreement.

         5.9. Disclosure.

         The  representations  and warranties and statements of fact made by the
Company in this Agreement are, as applicable, accurate, correct and complete and
do not  contain  any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained herein not false or misleading.

Section 6. Survival of Representations and Warranties.

         All representations,  warranties,  covenants,  and agreements contained
herein shall not be discharged or dissolved  upon, but shall survive the closing
and shall be unaffected by any investigation made by any party at any time.

Section 7. Registration Rights.

         7.1. Registration by the Company.

         (a) Mandatory Registration. As promptly as practicable (but in no event
         later than 30 days) after the date of this Agreement, the Company shall
         file a registration  statement (the "Registration  Statement") with the
         Commission under the Act covering the Shares.

         (b) Registration  Statement Form.  Registrations under this Section 7.1
         shall be on such  appropriate  registration  form of the  Commission as
         shall be reasonably selected by the Company.


                                       5
<PAGE>

         (c) Effective Registration  Statement. A registration required pursuant
         to this  Section  7.1 shall not be  deemed  to have been  effected  (i)
         unless the  Registration  Statement  has become  effective and remained
         effective in compliance  with the provisions of the Act with respect to
         the  disposition  of all of the  Shares  covered  by such  Registration
         Statement until such time as all of the Shares have been disposed of in
         accordance  with the intended  methods of  disposition by the Purchaser
         set forth in such  Registration  Statement  (unless  the  failure to so
         dispose of such Shares shall be caused solely by reason of a failure on
         the part of the Purchaser).

         7.2. Priority Registrations.

         Subject to the limitations set forth below, the Registration  Statement
may include,  in addition to the Shares,  other  securities of the Company which
are proposed to be sold for the account of the Company or any other stockholders
thereof.

         7.3. Registration Procedures.

         The Company will, as expeditiously as possible:

         a)       prepare   and  file   with  the   Commission   the   requisite
                  Registration   Statement  to  effect  such   registration  and
                  thereafter  use its  reasonable  best  efforts  to cause  such
                  Registration Statement to become effective;

         b)       prepare  and file  with the  Commission  such  amendments  and
                  supplements to such Registration  Statement and the prospectus
                  used in connection  therewith as may be necessary to keep such
                  Registration  Statement  effective  and  to  comply  with  the
                  provisions of the Act with respect to the  disposition  of all
                  the Shares covered by such  Registration  Statement  until the
                  earlier of the time as all of such Shares  have been  disposed
                  of in accordance  with the intended  methods of disposition by
                  the Purchaser set forth in such Registration  Statement or the
                  date that the Shares are eligible  for resale  pursuant to the
                  provisions of Rule 144 under the Act;

         c)       furnish such number of conformed  copies of such  Registration
                  Statement and of each such  amendment and  supplement  thereto
                  (in each case including all  exhibits),  such number of copies
                  of the  prospectus  contained in such  Registration  Statement
                  (including  each   preliminary   prospectus  and  any  summary
                  prospectus)  and any other  prospectus  filed  under  Rule 424
                  under the Act, in conformity with the requirements of the Act,
                  and such other  documents,  as the  Purchaser  may  reasonably
                  request;

         d)       use its reasonable best efforts (i) to register or qualify the
                  Shares  under such other  securities  or blue sky laws of such
                  States of the United  States of America  where an exemption is
                  not available and as Purchaser shall reasonably request,  (ii)
                  to keep such  registration or  qualification  in effect for so
                  long as such  Registration  Statement  remains in effect,  and
                  (iii)  to  take  any  other  action  which  may be  reasonably
                  necessary or advisable to enable the  Purchaser to  consummate
                  the disposition in such  jurisdictions of the securities to be
                  sold by the  Purchaser,  except that the Company shall not for


                                       6
<PAGE>

                  any such  purpose  be  required  to  qualify  generally  to do
                  business as a foreign corporation in any jurisdiction  wherein
                  it would not but for the  requirements of this subdivision (d)
                  be  obligated  to be so  qualified  or to  consent  to general
                  service of process in any such jurisdiction;

         e)       use its reasonable best efforts to cause all Shares covered by
                  such Registration  Statement to be registered with or approved
                  by such  other  federal  or  state  governmental  agencies  or
                  authorities  as may be  necessary in the opinion of counsel to
                  the  Company  and  counsel  to the  Purchaser  to  enable  the
                  Purchaser to consummate the disposition of such Shares;

         f)       notify the  Purchaser at any time when a  prospectus  relating
                  thereto  is  required  to be  delivered  under  the Act,  upon
                  discovery that, or upon the happening of any event as a result
                  of  which,  the  prospectus   included  in  such  Registration
                  Statement,  as then in effect, includes an untrue statement of
                  a material  fact or omits to state any material  fact required
                  to be  stated  therein  or  necessary  to make the  statements
                  therein  not  misleading,  in the  light of the  circumstances
                  under  which  they  were  made,  and  at  the  request  of the
                  Purchaser  promptly  prepare  and  furnish to it a  reasonable
                  number of copies of a  supplement  to or an  amendment of such
                  prospectus   as  may  be  necessary  so  that,  as  thereafter
                  delivered  to  the   purchasers  of  such   securities,   such
                  prospectus shall not include an untrue statement of a material
                  fact or omit to state a material  fact  required  to be stated
                  therein  or  necessary  to make  the  statements  therein  not
                  misleading in the light of the circumstances  under which they
                  were made;

         g)       otherwise use its  reasonable  best efforts to comply with all
                  applicable  rules and regulations of the  Commission,  and, if
                  required,  make available to its security holders,  as soon as
                  reasonably  practicable,  an earnings  statement  covering the
                  period of at least twelve  months,  but not more than eighteen
                  months, beginning with the first full calendar month after the
                  effective date of such Registration Statement,  which earnings
                  statement shall satisfy the provisions of Section 11(a) of the
                  Act and Rule 158 promulgated thereunder,  and promptly furnish
                  to  Purchaser a copy of any  amendment or  supplement  to such
                  Registration Statement or prospectus;

         h)       provide  and  cause to be  maintained  a  transfer  agent  and
                  registrar  (which,  in each case,  may be the Company) for all
                  the Shares  covered by such  Registration  Statement  from and
                  after  a date  not  later  than  the  effective  date  of such
                  registration; and

         i)       use its  reasonable  best  efforts  to list the  Shares on any
                  national  securities  exchange on which the shares of the same
                  class covered by such  Registration  Statement are then listed
                  and,  if no  such  shares  are  so  listed,  on  any  national
                  securities exchange on which the common stock is then listed.

         Purchaser agrees by acquisition of the Shares that, upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
subdivision (f) of this Section 7.3, such holder will forthwith discontinue such
disposition  of  the  Shares  pursuant  to  the  Registration   Statement  until
Purchaser's  receipt of the  copies of the  supplemented  or amended  prospectus
contemplated  by subdivision  (f) of this Section 7.3 and, if so directed by the


                                       7
<PAGE>

Company,  will  deliver to the Company (at the  Company's  expense)  all copies,
other than  permanent  file  copies,  then in such  holder's  possession  of the
prospectus relating to the Shares current at the time of receipt of such notice.

         7.4. Indemnification.

         (a) Indemnification by the Company.  The Company will, and hereby does,
         indemnify and hold harmless, in the case of the Registration  Statement
         filed  pursuant  to  Section  7.1,  the  Purchaser  and its  respective
         directors,  officers,  partners,  agents and  affiliates,  against  any
         losses,  claims,  damages or  liabilities,  joint or several,  to which
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling  person  may  become  subject  under the Act or  otherwise,
         including,  without limitation, the fees and expenses of legal counsel,
         insofar as such losses,  claims,  damages or liabilities (or actions or
         proceedings, whether commenced or threatened, in respect thereof) arise
         out of or are  based  upon  any  untrue  statement  or  alleged  untrue
         statement of any material fact contained in any Registration Statement,
         any  preliminary  prospectus,  final  prospectus or summary  prospectus
         contained  therein,  or any  amendment or  supplement  thereto,  or any
         omission or alleged  omission to state therein a material fact required
         to be stated  therein or  necessary to make the  statements  therein in
         light of the circumstances in which they were made not misleading,  and
         the Company will reimburse  Purchaser and each such director,  officer,
         partner,  agent,  affiliate and controlling person for any legal or any
         other  expenses   reasonably   incurred  by  them  in  connection  with
         investigating or defending any such loss, claim,  liability,  action or
         proceeding;  provided, however, that the Company shall not be liable in
         any  such  case to the  extent  that  any  such  loss,  claim,  damage,
         liability  (or  action or  proceeding  in respect  thereof)  or expense
         arises out of or is based upon an untrue  statement  or alleged  untrue
         statement  or omission or alleged  omission  made in such  Registration
         Statement, any such preliminary prospectus,  final prospectus,  summary
         prospectus,  amendment or supplement in reliance upon and in conformity
         with  written  information  furnished to the Company by or on behalf of
         the  Purchaser,  specifically  stating  that  it  is  for  use  in  the
         preparation  thereof.  Such  indemnity  shall  remain in full force and
         effect  regardless  of  any  investigation  made  by  or on  behalf  of
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (b)  Indemnification by the Purchaser.  As a condition to including the
         Shares in the Registration  Statement,  the Company shall have received
         an undertaking  satisfactory to it from the Purchaser, to indemnify and
         hold  harmless  (in the same manner and to the same extent as set forth
         in Section  7.4(a)) each other  seller,  if any, the Company,  and each
         director of the Company and each officer of the  Company,  with respect
         to any  statement  or  alleged  statement  in or  omission  or  alleged
         omission from such Registration Statement,  any preliminary prospectus,
         final  prospectus  or  summary  prospectus  contained  therein,  or any
         amendment or supplement thereto, if such statement or alleged statement
         or  omission  or  alleged  omission  was made in  reliance  upon and in
         conformity  with  written  information  furnished to the Company by the
         Purchaser specifically stating that it is for use in the preparation of
         such Registration Statement,  preliminary prospectus, final prospectus,


                                       8
<PAGE>

         the  liability of such  indemnifying  party under this  Section  7.4(b)
         shall  be  limited  to  the  amount  of   proceeds   received  by  such
         indemnifying party giving rise to such liability.  Such indemnity shall
         remain in full force and effect,  regardless of any investigation  made
         by or on  behalf  of the  Company  or any  such  director,  officer  or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (c) Notices of Claims,  etc.  Promptly  after receipt by an indemnified
         party  of  notice  of the  commencement  of any  action  or  proceeding
         involving  a  claim  referred  to in  Section  7.4  (a)  or  (b),  such
         indemnified  party  will,  if a claim in respect  thereof is to be made
         against an indemnifying party, give written notice to the latter of the
         commencement of such action; provided, however, that the failure of any
         indemnified  party to give notice as provided  herein shall not relieve
         the  indemnifying   party  of  its  obligations   under  the  preceding
         subdivisions  of this  Section  7.4,  except  to the  extent  that  the
         indemnifying  party is  actually  prejudiced  by such  failure  to give
         notice.   In  case  any  such  action  shall  be  brought  against  any
         indemnified  party and it shall  notify the  indemnifying  party of the
         commencement  thereof,  the  indemnifying  party  shall be  entitled to
         participate  therein and, to the extent that it may wish, to assume the
         defense  thereof,   with  counsel   reasonably   satisfactory  to  such
         indemnified party;  provided,  however, that any indemnified party may,
         at its own expense,  retain  separate  counsel to  participate  in such
         defense.  Notwithstanding the foregoing, in any action or proceeding in
         which both the Company and an  indemnified  party is, or is  reasonably
         likely to become, a party,  such indemnified party shall have the right
         to employ separate counsel at the Company's  expense and to control its
         own  defense of such  action or  proceeding  if (a) there are or may be
         legal  defenses  available  to  such  indemnified  party  or  to  other
         indemnified  parties that are  different  from or  additional  to those
         available to the Company or (b) any actual  conflict exists between the
         Company  and such  indemnified  party  that  would  make such  separate
         representation advisable; provided, however, that the Company may limit
         the fees and expenses  that it pays in any one legal action or group of
         related  legal  actions  to  those  fees  and  expenses  of one firm of
         attorneys  (together with  appropriate  local  counsel),  which firm of
         attorneys (together with appropriate legal counsel) shall be designated
         in writing by a majority of the indemnified parties who are a party to,
         or are  reasonably  likely to become  parties to, such legal  action or
         group of related legal actions.  No indemnifying  party shall be liable
         for any  settlement  of any action or proceeding  effected  without its
         written  consent,  which consent shall not be unreasonably  withheld or
         delayed.  No  indemnifying  party  shall,  without  the  consent of the
         indemnified party, which consent shall not be unreasonably  withheld or
         delayed,  consent to entry of any judgment or enter into any settlement
         which does not include as an  unconditional  term thereof the giving by
         the claimant or plaintiff to such  indemnified  party of a release from
         all liability in respect to such claim or litigation or which  requires
         action other than the payment of money by the indemnifying party.

         (d) Contribution.  If the indemnification  provided for in this Section
         7.4 shall for any  reason  be held by a court to be  unavailable  to an
         indemnified  party under Section 7.4(a) or (b) hereof in respect of any
         loss,  claim,  damage or liability,  or any action in respect  thereof,
         then,  in lieu of the amount paid or payable  under  Section  7.4(a) or
         (b), the  indemnified  party and the  indemnifying  party under Section
         7.4(a) or (b) shall contribute to the aggregate losses, claims, damages



                                       9
<PAGE>

         and liabilities  (including legal or other expenses reasonably incurred
         in connection with  investigating  the same), (i) in such proportion as
         is  appropriate  to reflect the  relative  fault of the Company and the
         Purchaser which resulted in such loss, claim,  damage or liability,  or
         action or proceeding in respect thereof, with respect to the statements
         or omissions which resulted in such loss,  claim,  damage or liability,
         or  action  or  proceeding  in  respect  thereof,  as well as any other
         relevant equitable considerations or (ii) if the allocation provided by
         clause (i) above is not permitted by applicable law, in such proportion
         as shall be  appropriate to reflect the relative  benefits  received by
         the  Company and the  Purchaser  from the  offering  of the  securities
         covered by such Registration Statement,  provided, that for purposes of
         this clause (ii), the relative benefits received by the Purchaser shall
         be  deemed  not to  exceed  the  amount  of  proceeds  received  by the
         Purchaser. No person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to  contribution
         from   any   person   who   was   not   guilty   of   such   fraudulent
         misrepresentation. The Purchaser's obligation to contribute as provided
         in this Section  7.4(d) is several in proportion to the relative  value
         of its respective Shares covered by such Registration Statement and not
         joint.  In  addition,  no  person  shall  be  obligated  to  contribute
         hereunder  any amounts in payment for any  settlement  of any action or
         claim effected without such person's  consent,  which consent shall not
         be unreasonably withheld.

(e)      Other Indemnification. Indemnification and contribution similar to that
         specified in the preceding subdivisions of this Section 7.4 (with
         appropriate modifications) shall be given by the Company and the
         Purchaser with respect to any required registration or other
         qualification of securities under any federal or state law or
         regulation of any governmental authority other than the Act.

(f)      Indemnification Payments. The indemnification and contribution required
         by this Section 7.4 shall be made by periodic payments of the amount
         thereof during the course of the investigation or defense, as and when
         bills are received or expense, loss, damage or liability is incurred.

Section 8. Put Option.

         (a)  Subject to the  provisions  of  subparagraphs  (b) and (c) or this
         Section 8, the Company  hereby grants to Purchaser an option to require
         the Company to  purchase  up to 877,193  Shares at a price of $1.14 per
         share (the "Put Option").

         (b) The Put Option may be  exercised at any time after the date that is
         six  months  after  the  Company  files  the   Registration   Statement
         registering the Shares up to and including the earlier of the date that
         such Registration  Statement is declared effective by the Commission or
         the Shares are  eligible  for resale  under Rule 144 under the Act (the
         "Expiration Date").



                                       10
<PAGE>

         (c) The Put Option may be  exercised  by  written  notice  given by the
         Purchaser  to the  Company  and the  Escrow  Agent  exercising  the Put
         Option. If the Put Option is not exercised by the Expiration Date, then
         the Put  Option  will  terminate,  and be null,  void and of no further
         effect immediately following the Expiration Date.

Section 9. Entirety and Modification.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements  and  understandings,  whether  oral or  written,  between the
parties hereto relating to such subject  matter.  No  modification,  alteration,
amendment,  or supplement to this Agreement  shall be valid or effective  unless
the same is in writing and signed by all parties hereto.

Section 10. Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 11. Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the State of Nevada.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement as of the date first written above.

PURCHASER:                                  CHINAMERICA FUND, LP


                                            By: /s/ B. Johnson
                                               ---------------------------------
                                               Name:  B. Johnson
                                               Title: General Partner

COMPANY:                                    BOULDER ACQUISITIONS, INC.

                                            By: /s/ Tai Caihua
                                               ---------------------------------
                                               Tai Caihua
























                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>6
<FILENAME>boulder8kex109062304.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT DATED JUNE 28, 2004
<TEXT>

                                                                    EXHIBIT 10.9

                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 28th day of June, 2004, by and between  Chinamerica  Acquisition,
LLC  ("Purchaser")  and Boulder  Acquisitions,  Inc., a Nevada  Corporation (the
"Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 263,157 newly issued,  restricted shares
(the "Shares") of the common capital stock of the Company,  par value $0.001 per
share,  upon the terms,  provisions,  and conditions  and for the  consideration
hereinafter set forth;

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1. Issuance and Sale of Shares.

         Based upon the representations,  warranties,  and covenants and subject
to the terms,  provisions,  and  conditions  contained  in this  Agreement,  the
Company  agrees to sell and deliver the Shares to  Purchaser,  free and clear of
all liens, pledges,  encumbrances,  security interests,  and adverse claims, and
Purchaser  agrees to purchase the Shares from the Company for the  consideration
hereinafter set forth.

Section 2. Purchase Price.

         The total purchase price to be paid to the Company by Purchaser for the
Shares is $1.14 per Share (the "Purchase Price").

Section 3. The Closing.

         Upon  execution  of  this  Agreement,  the  Company  shall  deliver  to
Purchaser  a  certificate(s)  evidencing  the  Shares  issued  in  the  name  of
Purchaser,  and immediately  upon delivery  thereof,  Purchaser shall deliver to
Securities  Transfer  Corporation  (the "Escrow Agent") the Purchase Price.  The
release of the  Purchase  Price to the Company  shall be effected in  accordance
with the terms of this Agreement and that certain Escrow  Agreement (the "Escrow
Agreement") to be entered into by and among the Escrow Agent, the parties hereto
and such other parties referenced therein.

Section 4. Representations and Warranties of Purchaser.

         Purchaser  acknowledges  and  understands  that the  Shares  are  being
acquired for  investment in a  transaction  that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:



                                       1
<PAGE>

         a)       Purchaser  is  acquiring  the  Shares  solely  for  investment
                  purposes  and not with a view to, or for resale in  connection
                  with, any distribution  thereof or with any present  intention
                  of  distributing  or  selling  any of the  Shares,  except  as
                  allowed by the  Securities  Act of 1933,  as  amended,  or any
                  rules or regulations promulgated thereunder (collectively, the
                  "Act").

         b)       Purchaser   will  hold  the  Shares  subject  to  all  of  the
                  applicable  provisions of the Act, and  Purchaser  will not at
                  any time make any sale, transfer,  or other disposition of the
                  Shares in contravention of said Act.

         c)       Purchaser  acknowledges that it must bear the economic risk of
                  its investment in the Shares for an indefinite  period of time
                  since the Shares  have not been  registered  under the Act and
                  therefore  cannot be sold  unless the Shares are  subsequently
                  registered or an exemption from registration is available.

         d)       The sale of the Shares to  Purchaser is being made without any
                  public solicitation or advertisements.

Section 5. Representations and Warranties of the Company.

         In connection with the transactions  contemplated  hereby,  the Company
hereby  represents  and  warrants  to  Purchaser  as  follows,  with  each  such
representation  and  warranty  pertaining  to the  Company  and its  direct  and
indirect subsidiaries where applicable:

         5.1. Organization, Standing and Power.

         The Company is duly  organized,  validly  existing and in good standing
under  the laws of the  jurisdiction  in which  it is  incorporated  and has the
requisite  corporate  power and  authority to carry on its business as now being
conducted.  The Company is duly  qualified  or licensed to do business and is in
good  standing in each  jurisdiction  in which the nature of its business or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse  Effect.  For purposes of this  Agreement,  the term  "Company  Material
Adverse  Effect" means any material  adverse effect with respect to the Company,
taken as a whole,  or any  change or effect  that  adversely,  or is  reasonably
expected to adversely, affect the ability of the Company to maintain its current
business  operations  or to consummate  the  transactions  contemplated  by this
Agreement in any material respect.

         5.2. Validity of Transaction.

         This Agreement and, as applicable,  each other  agreement  contemplated
hereby are valid and legally binding obligations of the Company,  enforceable in
accordance with their respective terms against the Company, except as limited by
bankruptcy,  insolvency and similar laws affecting creditors  generally,  and by
general  principles of equity.  At the time that the Shares are sold,  assigned,
transferred  and conveyed to Purchaser  pursuant to this  Agreement,  the Shares
will be duly  authorized,  validly  issued,  fully paid and  nonassessable.  The



                                       2
<PAGE>

execution,  delivery and performance of this Agreement have been duly authorized
by the Company and will not violate  any  applicable  federal or state law,  any
order of any  court or  government  agency or the  articles  or  certificate  of
incorporation  of the Company.  The execution,  delivery and performance of this
Agreement and each other  agreement  contemplated  hereby will not result in any
breach of or default under,  or result in the creation of any  encumbrance  upon
any of the assets of the Company pursuant to the terms of any agreement by which
the Company or any of its respective  assets may be bound. No consent,  approval
or authorization  of, or registration or filing with any governmental  authority
or other  regulatory  agency,  is required for the validity of the execution and
delivery by the Company of this Agreement or any documents related thereto.

         5.3. Capital Structure.

         The  authorized  capital stock of the Company  consists of  100,000,000
shares of common stock, par value $0.001 per share (the "Company Common Stock").
On the Closing Date  hereof,  the  capitalization  of the Company will be as set
forth on Schedule 5.3 hereto.  No shares of Company Common Stock will be held by
the Company in its  treasury.  All  outstanding  shares of capital  stock of the
Company will have been duly  authorized  and validly  issued,  and will be fully
paid and nonassessable and not subject to preemptive or similar rights. No bonds
debentures,  notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for,  securities having the right to vote)
on any matters on which the  stockholders  of the Company may vote are issued or
outstanding.  Except for this Agreement and as set forth in Schedule 5.3 to this
Agreement,  the Company does not have, or at or after Closing will not have, any
outstanding option,  warrant,  call,  subscription or other right,  agreement or
commitment  which either (a) obligates  the Company to issue,  sell or transfer,
repurchase,  redeem or otherwise acquire or vote any shares of the capital stock
of the Company,  or (b) restricts the voting,  disposition or transfer of shares
of capital stock of the Company.  There are no  outstanding  stock  appreciation
rights or similar derivative securities or rights of the Company.

         5.4. Authority: Noncontravention.

         The Company has the  requisite  corporate  power and authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The execution and delivery of this  Agreement by the Company and the
consummation by the Company of the  transactions  contemplated  hereby have been
duly  authorized by all necessary  corporate  action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and, assuming
this  Agreement  constitutes  the  valid and  binding  agreement  of  Purchaser,
constitutes a valid and binding obligation of the Company,  enforceable  against
the Company in  accordance  with its terms,  subject to  applicable  bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium and similar laws
affecting  creditors'  rights and remedies and to general  principles  of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).  The  execution  and  delivery  of  this  Agreement  do  not,  and  the
consummation of the  transactions  contemplated by this Agreement and compliance
with the provisions  hereof will not, (a) conflict with any of the provisions of
the charter documents or bylaws of the Company,  (b) subject to the governmental
filings and other matters referred to in the following sentence,  conflict with,
result in a breach of or default  (with or without  notice or lapse of time,  or
both) under, or give rise to a right of first refusal, termination, cancellation



                                       3
<PAGE>

or acceleration of any obligation (including to pay any sum of money) or loss of
a benefit  under,  or require the consent of any person under,  any indenture or
other agreement, permit, concession, ground lease, franchise, license or similar
instrument  or  undertaking  to which  the  Company  is a party or by which  the
Company or any of the assets of either entity are bound,  result in the creation
or imposition  of a material Lien or other  restriction  or  encumbrance  on any
material asset of the Company,  which, singly or in the aggregate,  would have a
Company Material Adverse Effect, or (c) subject to the governmental  filings and
other  matters  referred to in the following  sentence,  violate any domestic or
foreign  law,  rule or  regulation  or any order,  writ,  judgment,  injunction,
decree,  determination  or award currently in effect except for such violations,
which, singly or in the aggregate,  would only have an immaterial effect. Except
as  otherwise  required  by  applicable  state or federal  securities  laws,  no
consent,  approval or authorization of, or declaration or filing with, or notice
to, any  domestic or foreign  governmental  agency or  regulatory  authority  (a
"Governmental  Entity") or any third party which has not been  received or made,
is required by or with respect to the Company in  connection  with the execution
and delivery of this Agreement by the Company or the consummation by the Company
of  the  transactions  contemplated  hereby,  except  for  consents,  approvals,
authorizations, declarations, filings and notices that, if not obtained or made,
will not, individually or in the aggregate, result in a Company Material Adverse
Effect.  "Lien"  means,  collectively,  all  material  pledges,  claims,  liens,
charges,   mortgages,   conditional   sale  or   title   retention   agreements,
hypothecations,  collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever.

         5.5. Restrictions Upon Registration.

         The  Company  agrees that for the twelve  month  period  following  the
execution date of this Agreement it shall not file a registration  statement, of
any type,  with the  Commission  for the  purpose of  registering  shares of the
Company's  common stock held by those persons who received such shares  pursuant
to that certain Securities  Exchange  Agreement,  dated effective as of June 23,
2004,  entered  into by and among  Sifang  Holdings  Co.,  Ltd.,  a  corporation
organized  under the laws of the Cayman Islands  ("Holding Co"), the Company and
the shareholders of Holding Co.

         5.6.  Absence of Certain  Changes or Events;  No  Undisclosed  Material
Liabilities.

         Except as  otherwise  set forth in the  Company's  periodic  reports as
filed  with  the  U.S.  Securities  and  Exchange  Commission  pursuant  to  the
requirements  of  the  Securities  Exchange  Act of  1934,  the  Company  has no
Liabilities.  "Liability"  means, as to any person,  all debts,  liabilities and
obligations,  direct,  indirect,  absolute or contingent of such person, whether
accrued,  vested or  otherwise,  whether  known or  unknown  and  whether or not
actually reflected, or required in accordance with GAAP to be reflected, in such
person's balance sheet.

         5.7. Compliance with Applicable Laws.

         The  Company  has  and  after   giving   effect  to  the   transactions
contemplated  hereby will have in effect all federal,  state,  local and foreign
governmental  approvals,  authorizations,   certificates,  filings,  franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease



                                       4
<PAGE>

or  operate  its  properties  and  assets  and to carry on its  business  as now
conducted,  and to the  knowledge  of the Company  there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which individually or in the aggregate would not have a Company Material
Adverse Effect. To the Company's  knowledge,  the Company is in compliance with,
and has no  liability  or  obligation  under,  all  applicable  statutes,  laws,
ordinances,  rules, orders and regulations of any Governmental Entity, including
any liability or obligation  to undertake  any remedial  action under  hazardous
substances  laws,  except  for  instances  of  non-compliance,   liabilities  or
obligations,  which  individually  or  in  the  aggregate  would  only  have  an
immaterial effect.

         5.8. Litigation, etc.

         As of  the  date  hereof,  (a)  there  is no  suit,  claim,  action  or
proceeding  (at law or in equity)  pending or, to the  knowledge of the Company,
threatened  against  the Company  (including,  without  limitation,  any product
liability  claims) before any court or governmental  or regulatory  authority or
body,  and (b) the  Company  is not  subject  to any  outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses  (a) and (b),  (i) could  reasonably  be expected to have,
individually  or in the  aggregate,  a Company  Material  Adverse Effect or (ii)
involves an  allegation  of criminal  misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended.  As of the date hereof,  there
are no  suits,  actions,  claims or  proceedings  pending  or, to the  Company's
knowledge,  threatened,  seeking to prevent,  hinder,  modify or  challenge  the
transactions contemplated by this Agreement.

         5.9. Disclosure.

         The  representations  and warranties and statements of fact made by the
Company in this Agreement are, as applicable, accurate, correct and complete and
do not  contain  any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained herein not false or misleading.

Section 6. Survival of Representations and Warranties.

         All representations,  warranties,  covenants,  and agreements contained
herein shall not be discharged or dissolved  upon, but shall survive the closing
and shall be unaffected by any investigation made by any party at any time.

Section 7. Registration Rights.

         7.1. Registration by the Company.

         (a) Mandatory Registration. As promptly as practicable (but in no event
         later than 30 days) after the date of this Agreement, the Company shall
         file a registration  statement (the "Registration  Statement") with the
         Commission under the Act covering the Shares.

         (b) Registration  Statement Form.  Registrations under this Section 7.1
         shall be on such  appropriate  registration  form of the  Commission as
         shall be reasonably selected by the Company.



                                       5
<PAGE>

         (c) Effective Registration  Statement. A registration required pursuant
         to this  Section  7.1 shall not be  deemed  to have been  effected  (i)
         unless the  Registration  Statement  has become  effective and remained
         effective in compliance  with the provisions of the Act with respect to
         the  disposition  of all of the  Shares  covered  by such  Registration
         Statement until such time as all of the Shares have been disposed of in
         accordance  with the intended  methods of  disposition by the Purchaser
         set forth in such  Registration  Statement  (unless  the  failure to so
         dispose of such Shares shall be caused solely by reason of a failure on
         the part of the Purchaser).

         7.2. Priority Registrations.

         Subject to the limitations set forth below, the Registration  Statement
may include,  in addition to the Shares,  other  securities of the Company which
are proposed to be sold for the account of the Company or any other stockholders
thereof.

         7.3. Registration Procedures.

         The Company will, as expeditiously as possible:

         a)       prepare   and  file   with  the   Commission   the   requisite
                  Registration   Statement  to  effect  such   registration  and
                  thereafter  use its  reasonable  best  efforts  to cause  such
                  Registration Statement to become effective;

         b)       prepare  and file  with the  Commission  such  amendments  and
                  supplements to such Registration  Statement and the prospectus
                  used in connection  therewith as may be necessary to keep such
                  Registration  Statement  effective  and  to  comply  with  the
                  provisions of the Act with respect to the  disposition  of all
                  the Shares covered by such  Registration  Statement  until the
                  earlier of the time as all of such Shares  have been  disposed
                  of in accordance  with the intended  methods of disposition by
                  the Purchaser set forth in such Registration  Statement or the
                  date that the Shares are eligible  for resale  pursuant to the
                  provisions of Rule 144 under the Act;

         c)       furnish such number of conformed  copies of such  Registration
                  Statement and of each such  amendment and  supplement  thereto
                  (in each case including all  exhibits),  such number of copies
                  of the  prospectus  contained in such  Registration  Statement
                  (including  each   preliminary   prospectus  and  any  summary
                  prospectus)  and any other  prospectus  filed  under  Rule 424
                  under the Act, in conformity with the requirements of the Act,
                  and such other  documents,  as the  Purchaser  may  reasonably
                  request;

         d)       use its reasonable best efforts (i) to register or qualify the
                  Shares  under such other  securities  or blue sky laws of such
                  States of the United  States of America  where an exemption is
                  not available and as Purchaser shall reasonably request,  (ii)
                  to keep such  registration or  qualification  in effect for so
                  long as such  Registration  Statement  remains in effect,  and
                  (iii)  to  take  any  other  action  which  may be  reasonably
                  necessary or advisable to enable the  Purchaser to  consummate



                                       6
<PAGE>

                  the disposition in such  jurisdictions of the securities to be
                  sold by the  Purchaser,  except that the Company shall not for
                  any such  purpose  be  required  to  qualify  generally  to do
                  business as a foreign corporation in any jurisdiction  wherein
                  it would not but for the  requirements of this subdivision (d)
                  be  obligated  to be so  qualified  or to  consent  to general
                  service of process in any such jurisdiction;

         e)       use its reasonable best efforts to cause all Shares covered by
                  such Registration  Statement to be registered with or approved
                  by such  other  federal  or  state  governmental  agencies  or
                  authorities  as may be  necessary in the opinion of counsel to
                  the  Company  and  counsel  to the  Purchaser  to  enable  the
                  Purchaser to consummate the disposition of such Shares;

         f)       notify the  Purchaser at any time when a  prospectus  relating
                  thereto  is  required  to be  delivered  under  the Act,  upon
                  discovery that, or upon the happening of any event as a result
                  of  which,  the  prospectus   included  in  such  Registration
                  Statement,  as then in effect, includes an untrue statement of
                  a material  fact or omits to state any material  fact required
                  to be  stated  therein  or  necessary  to make the  statements
                  therein  not  misleading,  in the  light of the  circumstances
                  under  which  they  were  made,  and  at  the  request  of the
                  Purchaser  promptly  prepare  and  furnish to it a  reasonable
                  number of copies of a  supplement  to or an  amendment of such
                  prospectus   as  may  be  necessary  so  that,  as  thereafter
                  delivered  to  the   purchasers  of  such   securities,   such
                  prospectus shall not include an untrue statement of a material
                  fact or omit to state a material  fact  required  to be stated
                  therein  or  necessary  to make  the  statements  therein  not
                  misleading in the light of the circumstances  under which they
                  were made;

         g)       otherwise use its  reasonable  best efforts to comply with all
                  applicable  rules and regulations of the  Commission,  and, if
                  required,  make available to its security holders,  as soon as
                  reasonably  practicable,  an earnings  statement  covering the
                  period of at least twelve  months,  but not more than eighteen
                  months, beginning with the first full calendar month after the
                  effective date of such Registration Statement,  which earnings
                  statement shall satisfy the provisions of Section 11(a) of the
                  Act and Rule 158 promulgated thereunder,  and promptly furnish
                  to  Purchaser a copy of any  amendment or  supplement  to such
                  Registration Statement or prospectus;

         h)       provide  and  cause to be  maintained  a  transfer  agent  and
                  registrar  (which,  in each case,  may be the Company) for all
                  the Shares  covered by such  Registration  Statement  from and
                  after  a date  not  later  than  the  effective  date  of such
                  registration; and

         i)       use its  reasonable  best  efforts  to list the  Shares on any
                  national  securities  exchange on which the shares of the same
                  class covered by such  Registration  Statement are then listed
                  and,  if no  such  shares  are  so  listed,  on  any  national
                  securities exchange on which the common stock is then listed.

         Purchaser agrees by acquisition of the Shares that, upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
subdivision (f) of this Section 7.3, such holder will forthwith discontinue such
disposition  of  the  Shares  pursuant  to  the  Registration   Statement  until
Purchaser's  receipt of the  copies of the  supplemented  or amended  prospectus
contemplated  by subdivision  (f) of this Section 7.3 and, if so directed by the



                                       7
<PAGE>

Company,  will  deliver to the Company (at the  Company's  expense)  all copies,
other than  permanent  file  copies,  then in such  holder's  possession  of the
prospectus relating to the Shares current at the time of receipt of such notice.

         7.4. Indemnification.

         (a) Indemnification by the Company.  The Company will, and hereby does,
         indemnify and hold harmless, in the case of the Registration  Statement
         filed  pursuant  to  Section  7.1,  the  Purchaser  and its  respective
         directors,  officers,  partners,  agents and  affiliates,  against  any
         losses,  claims,  damages or  liabilities,  joint or several,  to which
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling  person  may  become  subject  under the Act or  otherwise,
         including,  without limitation, the fees and expenses of legal counsel,
         insofar as such losses,  claims,  damages or liabilities (or actions or
         proceedings, whether commenced or threatened, in respect thereof) arise
         out of or are  based  upon  any  untrue  statement  or  alleged  untrue
         statement of any material fact contained in any Registration Statement,
         any  preliminary  prospectus,  final  prospectus or summary  prospectus
         contained  therein,  or any  amendment or  supplement  thereto,  or any
         omission or alleged  omission to state therein a material fact required
         to be stated  therein or  necessary to make the  statements  therein in
         light of the circumstances in which they were made not misleading,  and
         the Company will reimburse  Purchaser and each such director,  officer,
         partner,  agent,  affiliate and controlling person for any legal or any
         other  expenses   reasonably   incurred  by  them  in  connection  with
         investigating or defending any such loss, claim,  liability,  action or
         proceeding;  provided, however, that the Company shall not be liable in
         any  such  case to the  extent  that  any  such  loss,  claim,  damage,
         liability  (or  action or  proceeding  in respect  thereof)  or expense
         arises out of or is based upon an untrue  statement  or alleged  untrue
         statement  or omission or alleged  omission  made in such  Registration
         Statement, any such preliminary prospectus,  final prospectus,  summary
         prospectus,  amendment or supplement in reliance upon and in conformity
         with  written  information  furnished to the Company by or on behalf of
         the  Purchaser,  specifically  stating  that  it  is  for  use  in  the
         preparation  thereof.  Such  indemnity  shall  remain in full force and
         effect  regardless  of  any  investigation  made  by  or on  behalf  of
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (b)  Indemnification by the Purchaser.  As a condition to including the
         Shares in the Registration  Statement,  the Company shall have received
         an undertaking  satisfactory to it from the Purchaser, to indemnify and
         hold  harmless  (in the same manner and to the same extent as set forth
         in Section  7.4(a)) each other  seller,  if any, the Company,  and each
         director of the Company and each officer of the  Company,  with respect
         to any  statement  or  alleged  statement  in or  omission  or  alleged
         omission from such Registration Statement,  any preliminary prospectus,
         final  prospectus  or  summary  prospectus  contained  therein,  or any
         amendment or supplement thereto, if such statement or alleged statement
         or  omission  or  alleged  omission  was made in  reliance  upon and in
         conformity  with  written  information  furnished to the Company by the
         Purchaser specifically stating that it is for use in the preparation of
         such Registration Statement,  preliminary prospectus, final prospectus,
         summary prospectus,  amendment or supplement;  provided,  however, that



                                       8
<PAGE>

         the  liability of such  indemnifying  party under this  Section  7.4(b)
         shall  be  limited  to  the  amount  of   proceeds   received  by  such
         indemnifying party giving rise to such liability.  Such indemnity shall
         remain in full force and effect,  regardless of any investigation  made
         by or on  behalf  of the  Company  or any  such  director,  officer  or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (c) Notices of Claims,  etc.  Promptly  after receipt by an indemnified
         party  of  notice  of the  commencement  of any  action  or  proceeding
         involving  a  claim  referred  to in  Section  7.4  (a)  or  (b),  such
         indemnified  party  will,  if a claim in respect  thereof is to be made
         against an indemnifying party, give written notice to the latter of the
         commencement of such action; provided, however, that the failure of any
         indemnified  party to give notice as provided  herein shall not relieve
         the  indemnifying   party  of  its  obligations   under  the  preceding
         subdivisions  of this  Section  7.4,  except  to the  extent  that  the
         indemnifying  party is  actually  prejudiced  by such  failure  to give
         notice.   In  case  any  such  action  shall  be  brought  against  any
         indemnified  party and it shall  notify the  indemnifying  party of the
         commencement  thereof,  the  indemnifying  party  shall be  entitled to
         participate  therein and, to the extent that it may wish, to assume the
         defense  thereof,   with  counsel   reasonably   satisfactory  to  such
         indemnified party;  provided,  however, that any indemnified party may,
         at its own expense,  retain  separate  counsel to  participate  in such
         defense.  Notwithstanding the foregoing, in any action or proceeding in
         which both the Company and an  indemnified  party is, or is  reasonably
         likely to become, a party,  such indemnified party shall have the right
         to employ separate counsel at the Company's  expense and to control its
         own  defense of such  action or  proceeding  if (a) there are or may be
         legal  defenses  available  to  such  indemnified  party  or  to  other
         indemnified  parties that are  different  from or  additional  to those
         available to the Company or (b) any actual  conflict exists between the
         Company  and such  indemnified  party  that  would  make such  separate
         representation advisable; provided, however, that the Company may limit
         the fees and expenses  that it pays in any one legal action or group of
         related  legal  actions  to  those  fees  and  expenses  of one firm of
         attorneys  (together with  appropriate  local  counsel),  which firm of
         attorneys (together with appropriate legal counsel) shall be designated
         in writing by a majority of the indemnified parties who are a party to,
         or are  reasonably  likely to become  parties to, such legal  action or
         group of related legal actions.  No indemnifying  party shall be liable
         for any  settlement  of any action or proceeding  effected  without its
         written  consent,  which consent shall not be unreasonably  withheld or
         delayed.  No  indemnifying  party  shall,  without  the  consent of the
         indemnified party, which consent shall not be unreasonably  withheld or
         delayed,  consent to entry of any judgment or enter into any settlement
         which does not include as an  unconditional  term thereof the giving by
         the claimant or plaintiff to such  indemnified  party of a release from
         all liability in respect to such claim or litigation or which  requires
         action other than the payment of money by the indemnifying party.

         (d) Contribution.  If the indemnification  provided for in this Section
         7.4 shall for any  reason  be held by a court to be  unavailable  to an
         indemnified  party under Section 7.4(a) or (b) hereof in respect of any
         loss,  claim,  damage or liability,  or any action in respect  thereof,
         then,  in lieu of the amount paid or payable  under  Section  7.4(a) or
         (b), the  indemnified  party and the  indemnifying  party under Section
         7.4(a) or (b) shall contribute to the aggregate losses, claims, damages



                                       9
<PAGE>

         and liabilities  (including legal or other expenses reasonably incurred
         in connection with  investigating  the same), (i) in such proportion as
         is  appropriate  to reflect the  relative  fault of the Company and the
         Purchaser which resulted in such loss, claim,  damage or liability,  or
         action or proceeding in respect thereof, with respect to the statements
         or omissions which resulted in such loss,  claim,  damage or liability,
         or  action  or  proceeding  in  respect  thereof,  as well as any other
         relevant equitable considerations or (ii) if the allocation provided by
         clause (i) above is not permitted by applicable law, in such proportion
         as shall be  appropriate to reflect the relative  benefits  received by
         the  Company and the  Purchaser  from the  offering  of the  securities
         covered by such Registration Statement,  provided, that for purposes of
         this clause (ii), the relative benefits received by the Purchaser shall
         be  deemed  not to  exceed  the  amount  of  proceeds  received  by the
         Purchaser. No person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to  contribution
         from   any   person   who   was   not   guilty   of   such   fraudulent
         misrepresentation. The Purchaser's obligation to contribute as provided
         in this Section  7.4(d) is several in proportion to the relative  value
         of its respective Shares covered by such Registration Statement and not
         joint.  In  addition,  no  person  shall  be  obligated  to  contribute
         hereunder  any amounts in payment for any  settlement  of any action or
         claim effected without such person's  consent,  which consent shall not
         be unreasonably withheld.

         (e) Other Indemnification.  Indemnification and contribution similar to
         that specified in the preceding  subdivisions of this Section 7.4 (with
         appropriate  modifications)  shall  be  given  by the  Company  and the
         Purchaser   with  respect  to  any  required   registration   or  other
         qualification   of  securities  under  any  federal  or  state  law  or
         regulation of any governmental authority other than the Act.

         (f)  Indemnification  Payments.  The  indemnification  and contribution
         required by this Section 7.4 shall be made by periodic  payments of the
         amount thereof during the course of the  investigation  or defense,  as
         and when bills are  received or expense,  loss,  damage or liability is
         incurred.

Section 8. Put Option.

         (a)  Subject to the  provisions  of  subparagraphs  (b) and (c) or this
         Section 8, the Company  hereby grants to Purchaser an option to require
         the Company to  purchase  up to 263,157  Shares at a price of $1.14 per
         share (the "Put Option").

         (b) The Put Option may be  exercised at any time after the date that is
         six  months  after  the  Company  files  the   Registration   Statement
         registering the Shares up to and including the earlier of the date that
         such Registration  Statement is declared effective by the Commission or
         the Shares are  eligible  for resale  under Rule 144 under the Act (the
         "Expiration Date").

         (c) The Put Option may be  exercised  by  written  notice  given by the
         Purchaser  to the  Company  and the  Escrow  Agent  exercising  the Put
         Option. If the Put Option is not exercised by the Expiration Date, then
         the Put  Option  will  terminate,  and be null,  void and of no further
         effect immediately following the Expiration Date.



                                       10
<PAGE>

Section 9. Entirety and Modification.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements  and  understandings,  whether  oral or  written,  between the
parties hereto relating to such subject  matter.  No  modification,  alteration,
amendment,  or supplement to this Agreement  shall be valid or effective  unless
the same is in writing and signed by all parties hereto.

Section 10. Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 11. Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the State of Nevada.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement as of the date first written above.

PURCHASER:                                  CHINAMERICA ACQUISITION, LLC


                                            By: /s/ William P. Wells
                                               ---------------------------------
                                               Name:  William P. Wells
                                               Title: Manager

COMPANY:                                    BOULDER ACQUISITIONS, INC.


                                            By: /s/ Tai Caihua
                                               ---------------------------------
                                               Tai Caihua
















                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>7
<FILENAME>boulder8kex1010062304.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT DATED JUNE 28, 2004
<TEXT>

                                                                   EXHIBIT 10.10

                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 28th day of June,  2004, by and between Gary Evans  ("Purchaser")
and Boulder Acquisitions, Inc., a Nevada Corporation (the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 175,439 newly issued,  restricted shares
(the "Shares") of the common capital stock of the Company,  par value $0.001 per
share,  upon the terms,  provisions,  and conditions  and for the  consideration
hereinafter set forth;

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1. Issuance and Sale of Shares.

         Based upon the representations,  warranties,  and covenants and subject
to the terms,  provisions,  and  conditions  contained  in this  Agreement,  the
Company  agrees to sell and deliver the Shares to  Purchaser,  free and clear of
all liens, pledges,  encumbrances,  security interests,  and adverse claims, and
Purchaser  agrees to purchase the Shares from the Company for the  consideration
hereinafter set forth.

Section 2. Purchase Price.

         The total purchase price to be paid to the Company by Purchaser for the
Shares is $1.14 per Share (the "Purchase Price").

Section 3. The Closing.

         Upon  execution  of  this  Agreement,  the  Company  shall  deliver  to
Purchaser  a  certificate(s)  evidencing  the  Shares  issued  in  the  name  of
Purchaser,  and immediately  upon delivery  thereof,  Purchaser shall deliver to
Securities  Transfer  Corporation  (the "Escrow Agent") the Purchase Price.  The
release of the  Purchase  Price to the Company  shall be effected in  accordance
with the terms of this Agreement and that certain Escrow  Agreement (the "Escrow
Agreement") to be entered into by and among the Escrow Agent, the parties hereto
and such other parties referenced therein.

Section 4. Representations and Warranties of Purchaser.

         Purchaser  acknowledges  and  understands  that the  Shares  are  being
acquired for  investment in a  transaction  that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:



                                       1
<PAGE>

         a)       Purchaser  is  acquiring  the  Shares  solely  for  investment
                  purposes  and not with a view to, or for resale in  connection
                  with, any distribution  thereof or with any present  intention
                  of  distributing  or  selling  any of the  Shares,  except  as
                  allowed by the  Securities  Act of 1933,  as  amended,  or any
                  rules or regulations promulgated thereunder (collectively, the
                  "Act").

         b)       Purchaser   will  hold  the  Shares  subject  to  all  of  the
                  applicable  provisions of the Act, and  Purchaser  will not at
                  any time make any sale, transfer,  or other disposition of the
                  Shares in contravention of said Act.

         c)       Purchaser  acknowledges that it must bear the economic risk of
                  its investment in the Shares for an indefinite  period of time
                  since the Shares  have not been  registered  under the Act and
                  therefore  cannot be sold  unless the Shares are  subsequently
                  registered or an exemption from registration is available.

         d)       The sale of the Shares to  Purchaser is being made without any
                  public solicitation or advertisements.

Section 5. Representations and Warranties of the Company.

         In connection with the transactions  contemplated  hereby,  the Company
hereby  represents  and  warrants  to  Purchaser  as  follows,  with  each  such
representation  and  warranty  pertaining  to the  Company  and its  direct  and
indirect subsidiaries where applicable:

         5.1. Organization, Standing and Power.

         The Company is duly  organized,  validly  existing and in good standing
under  the laws of the  jurisdiction  in which  it is  incorporated  and has the
requisite  corporate  power and  authority to carry on its business as now being
conducted.  The Company is duly  qualified  or licensed to do business and is in
good  standing in each  jurisdiction  in which the nature of its business or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse  Effect.  For purposes of this  Agreement,  the term  "Company  Material
Adverse  Effect" means any material  adverse effect with respect to the Company,
taken as a whole,  or any  change or effect  that  adversely,  or is  reasonably
expected to adversely, affect the ability of the Company to maintain its current
business  operations  or to consummate  the  transactions  contemplated  by this
Agreement in any material respect.

         5.2. Validity of Transaction.

         This Agreement and, as applicable,  each other  agreement  contemplated
hereby are valid and legally binding obligations of the Company,  enforceable in
accordance with their respective terms against the Company, except as limited by
bankruptcy,  insolvency and similar laws affecting creditors  generally,  and by
general  principles of equity.  At the time that the Shares are sold,  assigned,
transferred  and conveyed to Purchaser  pursuant to this  Agreement,  the Shares
will be duly  authorized,  validly  issued,  fully paid and  nonassessable.  The
execution,  delivery and performance of this Agreement have been duly authorized



                                       2
<PAGE>

by the Company and will not violate  any  applicable  federal or state law,  any
order of any  court or  government  agency or the  articles  or  certificate  of
incorporation  of the Company.  The execution,  delivery and performance of this
Agreement and each other  agreement  contemplated  hereby will not result in any
breach of or default under,  or result in the creation of any  encumbrance  upon
any of the assets of the Company pursuant to the terms of any agreement by which
the Company or any of its respective  assets may be bound. No consent,  approval
or authorization  of, or registration or filing with any governmental  authority
or other  regulatory  agency,  is required for the validity of the execution and
delivery by the Company of this Agreement or any documents related thereto.

         5.3. Capital Structure.

         The  authorized  capital stock of the Company  consists of  100,000,000
shares of common stock, par value $0.001 per share (the "Company Common Stock").
On the Closing Date hereof,  the  capitalization  of the Company shall be as set
forth on  Schedule  5.3. No shares of Company  Common  Stock will be held by the
Company in its treasury.  All outstanding shares of capital stock of the Company
will have been duly  authorized and validly  issued,  and will be fully paid and
nonassessable  and not  subject  to  preemptive  or  similar  rights.  No  bonds
debentures,  notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for,  securities having the right to vote)
on any matters on which the  stockholders  of the Company may vote are issued or
outstanding.  Except for this Agreement and as set forth in Schedule 5.3 to this
Agreement,  the Company does not have, or at or after Closing will not have, any
outstanding option,  warrant,  call,  subscription or other right,  agreement or
commitment  which either (a) obligates  the Company to issue,  sell or transfer,
repurchase,  redeem or otherwise acquire or vote any shares of the capital stock
of the Company,  or (b) restricts the voting,  disposition or transfer of shares
of capital stock of the Company.  There are no  outstanding  stock  appreciation
rights or similar derivative securities or rights of the Company.

         5.4. Authority: Noncontravention.

         The Company has the  requisite  corporate  power and authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The execution and delivery of this  Agreement by the Company and the
consummation by the Company of the  transactions  contemplated  hereby have been
duly  authorized by all necessary  corporate  action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and, assuming
this  Agreement  constitutes  the  valid and  binding  agreement  of  Purchaser,
constitutes a valid and binding obligation of the Company,  enforceable  against
the Company in  accordance  with its terms,  subject to  applicable  bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium and similar laws
affecting  creditors'  rights and remedies and to general  principles  of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).  The  execution  and  delivery  of  this  Agreement  do  not,  and  the
consummation of the  transactions  contemplated by this Agreement and compliance
with the provisions  hereof will not, (a) conflict with any of the provisions of
the charter documents or bylaws of the Company,  (b) subject to the governmental
filings and other matters referred to in the following sentence,  conflict with,
result in a breach of or default  (with or without  notice or lapse of time,  or
both) under, or give rise to a right of first refusal, termination, cancellation



                                       3
<PAGE>


or acceleration of any obligation (including to pay any sum of money) or loss of
a benefit  under,  or require the consent of any person under,  any indenture or
other agreement, permit, concession, ground lease, franchise, license or similar
instrument  or  undertaking  to which  the  Company  is a party or by which  the
Company or any of the assets of either entity are bound,  result in the creation
or imposition  of a material Lien or other  restriction  or  encumbrance  on any
material asset of the Company,  which, singly or in the aggregate,  would have a
Company Material Adverse Effect, or (c) subject to the governmental  filings and
other  matters  referred to in the following  sentence,  violate any domestic or
foreign  law,  rule or  regulation  or any order,  writ,  judgment,  injunction,
decree,  determination  or award currently in effect except for such violations,
which, singly or in the aggregate,  would only have an immaterial effect. Except
as  otherwise  required  by  applicable  state or federal  securities  laws,  no
consent,  approval or authorization of, or declaration or filing with, or notice
to, any  domestic or foreign  governmental  agency or  regulatory  authority  (a
"Governmental  Entity") or any third party which has not been  received or made,
is required by or with respect to the Company in  connection  with the execution
and delivery of this Agreement by the Company or the consummation by the Company
of  the  transactions  contemplated  hereby,  except  for  consents,  approvals,
authorizations, declarations, filings and notices that, if not obtained or made,
will not, individually or in the aggregate, result in a Company Material Adverse
Effect.  "Lien"  means,  collectively,  all  material  pledges,  claims,  liens,
charges,   mortgages,   conditional   sale  or   title   retention   agreements,
hypothecations,  collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever.

         5.5. Restrictions Upon Registration.

         The  Company  agrees that for the twelve  month  period  following  the
execution date of this Agreement it shall not file a registration  statement, of
any type,  with the  Commission  for the  purpose of  registering  shares of the
Company's  common stock held by those persons who received such shares  pursuant
to that certain Securities  Exchange  Agreement,  dated effective as of June 23,
2004,  entered  into by and among  Sifang  Holdings  Co.,  Ltd.,  a  corporation
organized  under the laws of the Cayman Islands  ("Holding Co"), the Company and
the shareholders of Holding Co.

         5.6.  Absence of Certain  Changes or Events;  No  Undisclosed  Material
Liabilities.

         Except as  otherwise  set forth in the  Company's  periodic  reports as
filed  with  the  U.S.  Securities  and  Exchange  Commission  pursuant  to  the
requirements  of  the  Securities  Exchange  Act of  1934,  the  Company  has no
Liabilities.  "Liability"  means, as to any person,  all debts,  liabilities and
obligations,  direct,  indirect,  absolute or contingent of such person, whether
accrued,  vested or  otherwise,  whether  known or  unknown  and  whether or not
actually reflected, or required in accordance with GAAP to be reflected, in such
person's balance sheet.

         5.7. Compliance with Applicable Laws.

         The  Company  has  and  after   giving   effect  to  the   transactions
contemplated  hereby will have in effect all federal,  state,  local and foreign
governmental  approvals,  authorizations,   certificates,  filings,  franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease



                                       4
<PAGE>

or  operate  its  properties  and  assets  and to carry on its  business  as now
conducted,  and to the  knowledge  of the Company  there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which individually or in the aggregate would not have a Company Material
Adverse Effect. To the Company's  knowledge,  the Company is in compliance with,
and has no  liability  or  obligation  under,  all  applicable  statutes,  laws,
ordinances,  rules, orders and regulations of any Governmental Entity, including
any liability or obligation  to undertake  any remedial  action under  hazardous
substances  laws,  except  for  instances  of  non-compliance,   liabilities  or
obligations,  which  individually  or  in  the  aggregate  would  only  have  an
immaterial effect.

         5.8. Litigation, etc.

         As of  the  date  hereof,  (a)  there  is no  suit,  claim,  action  or
proceeding  (at law or in equity)  pending or, to the  knowledge of the Company,
threatened  against  the Company  (including,  without  limitation,  any product
liability  claims) before any court or governmental  or regulatory  authority or
body,  and (b) the  Company  is not  subject  to any  outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses  (a) and (b),  (i) could  reasonably  be expected to have,
individually  or in the  aggregate,  a Company  Material  Adverse Effect or (ii)
involves an  allegation  of criminal  misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended.  As of the date hereof,  there
are no  suits,  actions,  claims or  proceedings  pending  or, to the  Company's
knowledge,  threatened,  seeking to prevent,  hinder,  modify or  challenge  the
transactions contemplated by this Agreement.

         5.9. Disclosure.

         The  representations  and warranties and statements of fact made by the
Company in this Agreement are, as applicable, accurate, correct and complete and
do not  contain  any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained herein not false or misleading.

Section 6. Survival of Representations and Warranties.

         All representations,  warranties,  covenants,  and agreements contained
herein shall not be discharged or dissolved  upon, but shall survive the closing
and shall be unaffected by any investigation made by any party at any time.

Section 7. Registration Rights.

         7.1. Registration by the Company.

         (a) Mandatory Registration. As promptly as practicable (but in no event
         later than 30 days) after the date of this Agreement, the Company shall
         file a registration  statement (the "Registration  Statement") with the
         Commission under the Act covering the Shares.

         (b) Registration  Statement Form.  Registrations under this Section 7.1
         shall be on such  appropriate  registration  form of the  Commission as
         shall be reasonably selected by the Company.



                                       5
<PAGE>

         (c) Effective Registration  Statement. A registration required pursuant
         to this  Section  7.1 shall not be  deemed  to have been  effected  (i)
         unless the  Registration  Statement  has become  effective and remained
         effective in compliance  with the provisions of the Act with respect to
         the  disposition  of all of the  Shares  covered  by such  Registration
         Statement until such time as all of the Shares have been disposed of in
         accordance  with the intended  methods of  disposition by the Purchaser
         set forth in such  Registration  Statement  (unless  the  failure to so
         dispose of such Shares shall be caused solely by reason of a failure on
         the part of the Purchaser).

         7.2. Priority Registrations.

         Subject to the limitations set forth below, the Registration  Statement
may include,  in addition to the Shares,  other  securities of the Company which
are proposed to be sold for the account of the Company or any other stockholders
thereof.

         7.3. Registration Procedures.

         The Company will, as expeditiously as possible:

         a)       prepare   and  file   with  the   Commission   the   requisite
                  Registration   Statement  to  effect  such   registration  and
                  thereafter  use its  reasonable  best  efforts  to cause  such
                  Registration Statement to become effective;

         b)       prepare  and file  with the  Commission  such  amendments  and
                  supplements to such Registration  Statement and the prospectus
                  used in connection  therewith as may be necessary to keep such
                  Registration  Statement  effective  and  to  comply  with  the
                  provisions of the Act with respect to the  disposition  of all
                  the Shares covered by such  Registration  Statement  until the
                  earlier of the time as all of such Shares  have been  disposed
                  of in accordance  with the intended  methods of disposition by
                  the Purchaser set forth in such Registration  Statement or the
                  date that the Shares are eligible  for resale  pursuant to the
                  provisions of Rule 144 under the Act;

         c)       furnish such number of conformed  copies of such  Registration
                  Statement and of each such  amendment and  supplement  thereto
                  (in each case including all  exhibits),  such number of copies
                  of the  prospectus  contained in such  Registration  Statement
                  (including  each   preliminary   prospectus  and  any  summary
                  prospectus)  and any other  prospectus  filed  under  Rule 424
                  under the Act, in conformity with the requirements of the Act,
                  and such other  documents,  as the  Purchaser  may  reasonably
                  request;

         d)       use its reasonable best efforts (i) to register or qualify the
                  Shares  under such other  securities  or blue sky laws of such
                  States of the United  States of America  where an exemption is
                  not available and as Purchaser shall reasonably request,  (ii)
                  to keep such  registration or  qualification  in effect for so
                  long as such  Registration  Statement  remains in effect,  and
                  (iii)  to  take  any  other  action  which  may be  reasonably
                  necessary or advisable to enable the  Purchaser to  consummate
                  the disposition in such  jurisdictions of the securities to be
                  sold by the  Purchaser,  except that the Company shall not for



                                       6
<PAGE>

                  any such  purpose  be  required  to  qualify  generally  to do
                  business as a foreign corporation in any jurisdiction  wherein
                  it would not but for the  requirements of this subdivision (d)
                  be  obligated  to be so  qualified  or to  consent  to general
                  service of process in any such jurisdiction;

         e)       use its reasonable best efforts to cause all Shares covered by
                  such Registration  Statement to be registered with or approved
                  by such  other  federal  or  state  governmental  agencies  or
                  authorities  as may be  necessary in the opinion of counsel to
                  the  Company  and  counsel  to the  Purchaser  to  enable  the
                  Purchaser to consummate the disposition of such Shares;

         f)       notify the  Purchaser at any time when a  prospectus  relating
                  thereto  is  required  to be  delivered  under  the Act,  upon
                  discovery that, or upon the happening of any event as a result
                  of  which,  the  prospectus   included  in  such  Registration
                  Statement,  as then in effect, includes an untrue statement of
                  a material  fact or omits to state any material  fact required
                  to be  stated  therein  or  necessary  to make the  statements
                  therein  not  misleading,  in the  light of the  circumstances
                  under  which  they  were  made,  and  at  the  request  of the
                  Purchaser  promptly  prepare  and  furnish to it a  reasonable
                  number of copies of a  supplement  to or an  amendment of such
                  prospectus   as  may  be  necessary  so  that,  as  thereafter
                  delivered  to  the   purchasers  of  such   securities,   such
                  prospectus shall not include an untrue statement of a material
                  fact or omit to state a material  fact  required  to be stated
                  therein  or  necessary  to make  the  statements  therein  not
                  misleading in the light of the circumstances  under which they
                  were made;

         g)       otherwise use its  reasonable  best efforts to comply with all
                  applicable  rules and regulations of the  Commission,  and, if
                  required,  make available to its security holders,  as soon as
                  reasonably  practicable,  an earnings  statement  covering the
                  period of at least twelve  months,  but not more than eighteen
                  months, beginning with the first full calendar month after the
                  effective date of such Registration Statement,  which earnings
                  statement shall satisfy the provisions of Section 11(a) of the
                  Act and Rule 158 promulgated thereunder,  and promptly furnish
                  to  Purchaser a copy of any  amendment or  supplement  to such
                  Registration Statement or prospectus;

         h)       provide  and  cause to be  maintained  a  transfer  agent  and
                  registrar  (which,  in each case,  may be the Company) for all
                  the Shares  covered by such  Registration  Statement  from and
                  after  a date  not  later  than  the  effective  date  of such
                  registration; and

         i)       use its  reasonable  best  efforts  to list the  Shares on any
                  national  securities  exchange on which the shares of the same
                  class covered by such  Registration  Statement are then listed
                  and,  if no  such  shares  are  so  listed,  on  any  national
                  securities exchange on which the common stock is then listed.

         Purchaser agrees by acquisition of the Shares that, upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
subdivision (f) of this Section 7.3, such holder will forthwith discontinue such
disposition  of  the  Shares  pursuant  to  the  Registration   Statement  until
Purchaser's  receipt of the  copies of the  supplemented  or amended  prospectus
contemplated  by subdivision  (f) of this Section 7.3 and, if so directed by the



                                       7
<PAGE>

Company,  will  deliver to the Company (at the  Company's  expense)  all copies,
other than  permanent  file  copies,  then in such  holder's  possession  of the
prospectus relating to the Shares current at the time of receipt of such notice.

         7.4. Indemnification.

         (a) Indemnification by the Company.  The Company will, and hereby does,
         indemnify and hold harmless, in the case of the Registration  Statement
         filed  pursuant  to  Section  7.1,  the  Purchaser  and its  respective
         directors,  officers,  partners,  agents and  affiliates,  against  any
         losses,  claims,  damages or  liabilities,  joint or several,  to which
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling  person  may  become  subject  under the Act or  otherwise,
         including,  without limitation, the fees and expenses of legal counsel,
         insofar as such losses,  claims,  damages or liabilities (or actions or
         proceedings, whether commenced or threatened, in respect thereof) arise
         out of or are  based  upon  any  untrue  statement  or  alleged  untrue
         statement of any material fact contained in any Registration Statement,
         any  preliminary  prospectus,  final  prospectus or summary  prospectus
         contained  therein,  or any  amendment or  supplement  thereto,  or any
         omission or alleged  omission to state therein a material fact required
         to be stated  therein or  necessary to make the  statements  therein in
         light of the circumstances in which they were made not misleading,  and
         the Company will reimburse  Purchaser and each such director,  officer,
         partner,  agent,  affiliate and controlling person for any legal or any
         other  expenses   reasonably   incurred  by  them  in  connection  with
         investigating or defending any such loss, claim,  liability,  action or
         proceeding;  provided, however, that the Company shall not be liable in
         any  such  case to the  extent  that  any  such  loss,  claim,  damage,
         liability  (or  action or  proceeding  in respect  thereof)  or expense
         arises out of or is based upon an untrue  statement  or alleged  untrue
         statement  or omission or alleged  omission  made in such  Registration
         Statement, any such preliminary prospectus,  final prospectus,  summary
         prospectus,  amendment or supplement in reliance upon and in conformity
         with  written  information  furnished to the Company by or on behalf of
         the  Purchaser,  specifically  stating  that  it  is  for  use  in  the
         preparation  thereof.  Such  indemnity  shall  remain in full force and
         effect  regardless  of  any  investigation  made  by  or on  behalf  of
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (b)  Indemnification by the Purchaser.  As a condition to including the
         Shares in the Registration  Statement,  the Company shall have received
         an undertaking  satisfactory to it from the Purchaser, to indemnify and
         hold  harmless  (in the same manner and to the same extent as set forth
         in Section  7.4(a)) each other  seller,  if any, the Company,  and each
         director of the Company and each officer of the  Company,  with respect
         to any  statement  or  alleged  statement  in or  omission  or  alleged
         omission from such Registration Statement,  any preliminary prospectus,
         final  prospectus  or  summary  prospectus  contained  therein,  or any
         amendment or supplement thereto, if such statement or alleged statement
         or  omission  or  alleged  omission  was made in  reliance  upon and in
         conformity  with  written  information  furnished to the Company by the
         Purchaser specifically stating that it is for use in the preparation of
         such Registration Statement,  preliminary prospectus, final prospectus,
         summary prospectus,  amendment or supplement;  provided,  however, that



                                       8
<PAGE>

         the  liability of such  indemnifying  party under this  Section  7.4(b)
         shall  be  limited  to  the  amount  of   proceeds   received  by  such
         indemnifying party giving rise to such liability.  Such indemnity shall
         remain in full force and effect,  regardless of any investigation  made
         by or on  behalf  of the  Company  or any  such  director,  officer  or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (c) Notices of Claims,  etc.  Promptly  after receipt by an indemnified
         party  of  notice  of the  commencement  of any  action  or  proceeding
         involving  a  claim  referred  to in  Section  7.4  (a)  or  (b),  such
         indemnified  party  will,  if a claim in respect  thereof is to be made
         against an indemnifying party, give written notice to the latter of the
         commencement of such action; provided, however, that the failure of any
         indemnified  party to give notice as provided  herein shall not relieve
         the  indemnifying   party  of  its  obligations   under  the  preceding
         subdivisions  of this  Section  7.4,  except  to the  extent  that  the
         indemnifying  party is  actually  prejudiced  by such  failure  to give
         notice.   In  case  any  such  action  shall  be  brought  against  any
         indemnified  party and it shall  notify the  indemnifying  party of the
         commencement  thereof,  the  indemnifying  party  shall be  entitled to
         participate  therein and, to the extent that it may wish, to assume the
         defense  thereof,   with  counsel   reasonably   satisfactory  to  such
         indemnified party;  provided,  however, that any indemnified party may,
         at its own expense,  retain  separate  counsel to  participate  in such
         defense.  Notwithstanding the foregoing, in any action or proceeding in
         which both the Company and an  indemnified  party is, or is  reasonably
         likely to become, a party,  such indemnified party shall have the right
         to employ separate counsel at the Company's  expense and to control its
         own  defense of such  action or  proceeding  if (a) there are or may be
         legal  defenses  available  to  such  indemnified  party  or  to  other
         indemnified  parties that are  different  from or  additional  to those
         available to the Company or (b) any actual  conflict exists between the
         Company  and such  indemnified  party  that  would  make such  separate
         representation advisable; provided, however, that the Company may limit
         the fees and expenses  that it pays in any one legal action or group of
         related  legal  actions  to  those  fees  and  expenses  of one firm of
         attorneys  (together with  appropriate  local  counsel),  which firm of
         attorneys (together with appropriate legal counsel) shall be designated
         in writing by a majority of the indemnified parties who are a party to,
         or are  reasonably  likely to become  parties to, such legal  action or
         group of related legal actions.  No indemnifying  party shall be liable
         for any  settlement  of any action or proceeding  effected  without its
         written  consent,  which consent shall not be unreasonably  withheld or
         delayed.  No  indemnifying  party  shall,  without  the  consent of the
         indemnified party, which consent shall not be unreasonably  withheld or
         delayed,  consent to entry of any judgment or enter into any settlement
         which does not include as an  unconditional  term thereof the giving by
         the claimant or plaintiff to such  indemnified  party of a release from
         all liability in respect to such claim or litigation or which  requires
         action other than the payment of money by the indemnifying party.

         (d) Contribution.  If the indemnification  provided for in this Section
         7.4 shall for any  reason  be held by a court to be  unavailable  to an
         indemnified  party under Section 7.4(a) or (b) hereof in respect of any
         loss,  claim,  damage or liability,  or any action in respect  thereof,
         then,  in lieu of the amount paid or payable  under  Section  7.4(a) or
         (b), the  indemnified  party and the  indemnifying  party under Section
         7.4(a) or (b) shall contribute to the aggregate losses, claims, damages



                                       9
<PAGE>

         and liabilities  (including legal or other expenses reasonably incurred
         in connection with  investigating  the same), (i) in such proportion as
         is  appropriate  to reflect the  relative  fault of the Company and the
         Purchaser which resulted in such loss, claim,  damage or liability,  or
         action or proceeding in respect thereof, with respect to the statements
         or omissions which resulted in such loss,  claim,  damage or liability,
         or  action  or  proceeding  in  respect  thereof,  as well as any other
         relevant equitable considerations or (ii) if the allocation provided by
         clause (i) above is not permitted by applicable law, in such proportion
         as shall be  appropriate to reflect the relative  benefits  received by
         the  Company and the  Purchaser  from the  offering  of the  securities
         covered by such Registration Statement,  provided, that for purposes of
         this clause (ii), the relative benefits received by the Purchaser shall
         be  deemed  not to  exceed  the  amount  of  proceeds  received  by the
         Purchaser. No person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to  contribution
         from   any   person   who   was   not   guilty   of   such   fraudulent
         misrepresentation. The Purchaser's obligation to contribute as provided
         in this Section  7.4(d) is several in proportion to the relative  value
         of its respective Shares covered by such Registration Statement and not
         joint.  In  addition,  no  person  shall  be  obligated  to  contribute
         hereunder  any amounts in payment for any  settlement  of any action or
         claim effected without such person's  consent,  which consent shall not
         be unreasonably withheld.

         (e) Other Indemnification.  Indemnification and contribution similar to
         that specified in the preceding  subdivisions of this Section 7.4 (with
         appropriate  modifications)  shall  be  given  by the  Company  and the
         Purchaser   with  respect  to  any  required   registration   or  other
         qualification   of  securities  under  any  federal  or  state  law  or
         regulation of any governmental authority other than the Act.

         (f)  Indemnification  Payments.  The  indemnification  and contribution
         required by this Section 7.4 shall be made by periodic  payments of the
         amount thereof during the course of the  investigation  or defense,  as
         and when bills are  received or expense,  loss,  damage or liability is
         incurred.

Section 8. Put Option.

         (a)  Subject to the  provisions  of  subparagraphs  (b) and (c) or this
         Section 8, the Company  hereby grants to Purchaser an option to require
         the Company to  purchase  up to 175,439  Shares at a price of $1.14 per
         share (the "Put Option").

         (b) The Put Option may be  exercised at any time after the date that is
         six  months  after  the  Company  files  the   Registration   Statement
         registering the Shares up to and including the earlier of the date that
         such Registration  Statement is declared effective by the Commission or
         the Shares are  eligible  for resale  under Rule 144 under the Act (the
         "Expiration Date").

         (c) The Put Option may be  exercised  by  written  notice  given by the
         Purchaser  to the  Company  and the  Escrow  Agent  exercising  the Put
         Option. If the Put Option is not exercised by the Expiration Date, then
         the Put  Option  will  terminate,  and be null,  void and of no further
         effect immediately following the Expiration Date.



                                       10
<PAGE>

Section 9. Entirety and Modification.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements  and  understandings,  whether  oral or  written,  between the
parties hereto relating to such subject  matter.  No  modification,  alteration,
amendment,  or supplement to this Agreement  shall be valid or effective  unless
the same is in writing and signed by all parties hereto.

Section 10. Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 11. Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the State of Nevada.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement as of the date first written above.

PURCHASER:                                  By: /s/ Gary Evans
                                               ---------------------------------
                                               Gary Evans




COMPANY:                                    BOULDER ACQUISITIONS, INC.


                                            By: /s/ Tai Caihua
                                               ---------------------------------
                                               Tai Caihua



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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