BVI-controlled Yuhe Poultry Limited goes public, and investors are to invest $21 mln in private financing

First Growth Investors, Inc. today reported the closing of a stock exchange transaction with the shareholder of Bright Stand International, Ltd., the British Virgin Islands company which owns 100% of Yuhe Poultry Limited and Weifang Taihong Feed Co., Ltd., collectively named "Yuhe Poultry".

Yuhe Poultry is one of the leading broiler producers in China, which reported consolidated net sales of approximately $16 million and consolidated net income of approximately $5 million, for the nine months ended September 31, 2007.

As a result of the exchange transaction with the BVI company, Yuhe Poultry and Weifang Taihong Feed became indirect wholly-owned subsidiaries of First Growth. The companies will operate on a consolidated basis upon the business plan of Bright Stand and its Chinese-based subsidiaries.

First Growth closed a private placement of its capital stock whereby it received approximately $18 million in gross offering proceeds, before payment of commissions and fees. Also, the shareholders of BVI-based Bright Stand sold shares of First Growth to participants in the private placement, resulting in gross proceeds of approximately $3 million to the selling shareholder.

As a result of the share exchange transaction, BVI registered Bright Stand's shareholders, including participants in the $3 million private offering, was issued 126,857,134 shares of Firsth Growth's common stock in exchange for shares of Bright Stand.

Roth Capital Partners, LLC was the placement agent in the $21 million financing transaction.

China Natural Resources enters into agreement to acquire copper smelter in Mongolia

In the end of February, BVI-registered mining corporation China Natural Resources, Inc. announced that it had entered into an agreement with Feishang Group Limited, the company engaged in the smelting and refining of copper for distribution in China. Pursuant to this deal that took place on February 20, China Natural Resources will acquire from Feishang Group L 100% of the issued and outstanding capital stock of Mark Faith Technology Development Limited and its operating subsidiary.

Mark Faith owns all of the outstanding capital stock of China-based Bayannaoer City Feishang Copper Company Limited, operating in Inner Mongolia. Feishang Copper commenced trial production in May 2007, and the commercial production is expected to be commenced in early July 2008, upon the receipt of necessary certifications and permits from the Chinese authorities.

The purchase price for the shares of Mark Faith is equal to the lesser of the audited consolidated net asset value of Mark Faith as at December 31, 2007, and will make RMB24,252,464 (approximately US$3,300,000). Additionally, the BVI company will pay FGL RMB47,291,576 (approximately US$6,500,000), in satisfaction of outstanding indebtedness of Mark Faith to FGL.

At the time of signing the Agreement, China Natural Resources paid FGL RMB30,000,000 (approximately US$4,110,000). The balance of RMB41,544,040 (approximately US$5,691,000) will be paid at a closing that is expected to be made on or before March 7, 2008.

CEO and Chairman of China Natural Resources, Mr. Feilie Li, said that this is “an important step taken by us towards adopting an integrated operating model that includes mining, ore processing, smelting and refining of copper and other non-ferrous metals. “

China Natural Resources continues promoting other natural resources development projects: in January, the BVI-based corporation entered into an agreement with Chinese state-owned Jiangxi Province Coal Group Company, to establish an equity joint venture company focused on exploration and mining of coal and other mineral resources in Guizhou Province and other regions of China.

BVI-based Homeland Energy Corp. completes merger with Chrysalis, and acquires 15.6% of Australian company Altona Resources

Homeland Energy Corp., a private BVI-registered company focused on energy exploration and development in South Africa, reported that its merger partner, Chrysalis Capital IV Corporation, has made another step in the process of the Reverse take-over of Chrysalis (a Capital Pool Company) by Homeland, having lodged its Filing Statement on SEDAR. The Filing Statement is actually a comprehensive compilation of information on both corporate entities merging, and on the structure, composition and financial state of the final entity.

When the Reverse take-over will be closed, the traded entity will be called Homeland Energy Group Ltd. and will commence trading on the Toronto Stock Exchange under the assigned ticker symbol of “HEG” in the beginning of March 2008.

Also, pursuant to the previously announced share exchange offer by Chrystalis, Homeland deposited 26,982,980 of its common shares stock – that is 78% of the issued and outstanding Homeland Common Shares. Chrystalis reported the intention to istruct the depositary, Equity Transfer & Trust Company, to take up and pay for all of the Common Shares of the BVI company, at the moment of the closing of the Qualifying Transaction.

Another announcement made by Homeland Energy was about the acquisition of 15.6% of Altona Resources Plc, through a share exchange of the BVI company with two of Altona's major shareholders. Altona is Perth-based company focused on the delineation of a coal resource in South Australia. Stephen Coates, President and CEO of Homeland Energy, has commented that by this deal the company continues “to augment its investment in energy companies and create a geographically diverse portfolio of energy-focused projects”. The transaction was completed on February 13, 2008, through the purchase of 44,250,000 shares of Altona Resources, by issuing 737,500 new fully paid shares of Homeland Energy. As the result of this share issue, Homeland's total number of shares outstanding will be 34,521,826.

Also, on February 8, 2008 the BVI company received notification by a strategic investor that he would be exercising the first of its three options, under an MOU signed on December 15, 2007, to acquire up to a total of a 50% interest in Homeland's South African subsidiary, Homeland Mining & Energy SA (Pty) Ltd., for a price of US$15,000,000.

BVI-based A-Power is planning to acquire Liaoning International Construction & Engineering Group

BVI-registered company A-Power Energy Generation Systems, Ltd. has announced a week ago that it has entered into an agreement in order to acquire Liaoning International Construction and Engineering Group (LICEG), - one of China's leading construction and engineering companies.

Liaoning International Group was incorporated under the Construction Commission of the Liaoning Province, and is one of a limited number of construction and engineering companies in China having Class-A license that permits it to undertake international power and infrastructure projects, and construct various power systems, energy and infrastructure projects of any size in the country.

BVI-domiciled A-Power is the owner of a Class-B construction license, and it must work with Class-A companies to complete the construction of its distributed power generation systems over 25 MW in size.

Since being incorporated in 1993, LICEG has completed a large number of projects not only in China, but in Africa, Eastern Europe and the Asian Pacific region. In the latest fiscal year for which audited financials are available (2006), company's recorded revenue made approximately US$70 million, and net income was about US$2.3 million.

Learning Quest Technologies, Inc. completed share exchange with British Virgin Islands company Color Man Holdings Limited

Learning Quest Technologies, Inc. (LQTI) published news release where informed about the purchase of Expressway Toll Business of Pingdingshan Pinglin Expressway Co., Ltd., via transaction with BVI-registered and Hong Kong-based holding company. Learning Quest Technologies Incorporated completed share exchange with British Virgin Islands company Color Man Holdings Limited (CMH), and CMH's sole stockholder, Joylink Holdings Limited, which is also registered in BVI.

Pursuant to the share exchange agreement, LQTI issued 54,400,000 newly issued common stock shares (that is 68% of company's 80,000,000 issued and outstanding shares, on the date of the transaction), to Joylink in exchange for all of the issued and outstanding capital stock of BVI-based Color Man Holdings Ltd, transferred by Joylink to LQTI. As a result of the above transaction, BVI-based Color Man Holdings Ltd became a wholly owned subsidiary of LQTI.

CMH is the sole stockholder of Hong Kong company Wise On China Limited (WOC), whose wholly owned subsidiary and sole operating entity is Pingdingshan Pinglin Expressway Co., Ltd. (PING), formed under PRC law as a Wholly Foreign Owned Enterprise, and doing business in the PRC.

Incorporated in 2003, PING was granted the right to manage and operate the Pingdingshan-Linru portion of the Nanjing-Luoyang expressway, which was part of the PRC's National Expressway Network Plan worked out by Chinese government. According to the information in the press release, at the moment of the closing of the transaction, the operations of PING are the only operations of LQTI.

BVI-domiciled China Natural Resources Inc. enters into new coal mining joint venture

China Natural Resources Inc., the company registered in BVI and based in Hong Kong, made an announcement that on January 26, 2008 it had entered into an agreement with Jiangxi Province Coal Group Company, a state-owned enterprise and the largest integrated coal producer in Jiangxi Province, China, to establish Guizhou Puzheng Mining Co. Ltd. as an equity joint venture company in Guizhou Province, the PRC.

The joint venture company Guizhou Puzheng Mining Co. Ltd. will be 64% owned by BVI-based China Natural Resources, and its main focus will be exploration and mining of coal and other mineral resources in Guizhou Province and other regions in China.

Mr. Li Feilie, the Chairman and CEO of China Natural Resources Inc., has commented that the joint venture company will become a solid platform for the company, “to develop the coal market in the PRC, with particular focus on Guizhou Province, through acquisition and integration of the existing coal mining operations with the use of more advanced coal mining, selecting and processing technologies."

BVI-domiciled China Natural Resources Inc. is one of important natural resources development companies operating in China, receiving most of its earnings from the sale of zinc and iron.

Uranium 308 Corp. to acquire 10% ownership of BVI-registered Mongolia Metals Limited

Uranium 308 Corp., a mineral exploration and development company with primary focus on uranium exploration in Mongolia, has announced it has entered into and completed a share purchase agreement with its subsidiaries Mongolia Energy Limited, Tooroibandi Limited, British Virgin Islands-registered Mongolia Metals Limited, and Hong Kong-based Mongolia Metals Limited, a company organized under the laws of Mongolia and a wholly-owned subsidiary of MML. According to this agreement, Uranium 308 Corp. has issued 12,000,000 shares of its common stock to Mongolia Metals Limited, in exchange for Mongolia Energy Limited receiving a 10% ownership interest in BVI-based Mongolia Metals Limited.

Tooroibandi has allowed Hong Kong company the use of certain land holdings controlled by Tooroibandi and located approximately 70 km southeast of Ulaanbaatar, the capital of Mongolia, for exploration and development. In its turn, in accordance with the terms of the Share Purchase Agreement, Tooroibandi receives a 1% ownership interest in HKMML.

Dennis Tan, the President of Uranium 308 Corp., commented that “the share purchase agreement involving Uranium 308, MEL, Tooroibandi, MML and HKMML secured company's access to what are to be substantial tin resources on the four properties, and with it shareholder exposure to substantial potential upside that could result from their exploration and development."

JMG Exploration Updates Status of Defaulted Loan to BVI-registered Newco Group Ltd.

About a week ago, the Nevada-registered JMG Exploration, Inc. reported the termination of the share exchange with BVI-registered Newco Group Ltd., which was contemplated by the Share Exchange Agreement with ESAPI Ltd., a company organized under the laws of the Commonwealth of the Bahamas. Now, JMG Exploration updates status of defaulted loan to the BVI company.

The oil and gas corporation JMG Exploration reported on the acquisition of the BVI holding company Newco Group in August 2006, and the transaction was expected to be closed until December 31, 2007. Previously, JMG announced that Newco had failed to repay a $3 million loan and accrued interest that was due December 31, 2007, and that the loan was in default. A previous offer to allow Newco until March 31, 2008 to repay the $3 million loan was not accepted.

Now, Nevada corporation announces about its intention to exercise its remedies as a secured creditor, - including transferring the shares of Indian company Iris Computers Ltd. that secure the loan into the name of JMG.

In case the BVI company does not repay the loan and JMG transfers the pledged Iris shares in JMG's name, JMG will have effective majority control of Iris because of the 39% equity interst in the company represented by the pledged Iris shares, and JMG's irrevocable proxy from ESAPI representing an additional 14.5% equity interest in Iris. Then, JMG's Board of Directors will either sell the investment, or retain and perhaps even increase it.

VisCorp, Inc. acquires BVI-controlled Chengdu Tianyin Pharmaceutical and completes private placement in the amount of $10.2 mln

On January 16, 2008, Delaware corporation Viscorp, Inc. acquired all of the issued and outstanding capital stock of Raygere Limited, a company organized under the laws of the British Virgin Islands. This BVI company conducts its business through China-based Chengdu Tianyin Pharmaceutical Co., LTD., a corporation that develops, manufactures, markets and sells traditional Chinese medicines and other pharmaceuticals.

The company Chengdu Tianyin was established in 1994, acquired in whole by the current management team in 2003. The company currently manufactures and markets a comprehensive portfolio of 34 products, having an extensive nationwide distribubtion network throughout China. For the fiscal year 2007 ending June 30, Chengdu Tianyin achieved revenue and net income of US$20.36M and US$4.22.

As a result of the above Share Exchange, 12,790,800 shares of VisCorp common stock were issued to Raygere, and the BVI company became Viscorp's wholly owned subsidiary. Following the share exchange, VisCorp's operations will consist primarily of the operations of Tianyin. Also, pursuant to the share exchange, VisCorp will change its name to Tianyin Pharmaceutical, Co., Inc.

Along with the closing of the share exchange, VisCorp completed a private equity financing of $10,225,000, with 24 accredited investors. Net proceeds from the offering in the amount of approximately $9,200,000 will be used principally to the expansion of Tianyin's manufacturing facility located in Chengdu. In connection with the financing, the company agreed to file a registration statement for the resale of the Common Stock underlying the Securities on or before February 14, 2008.

After the Share Exchange and conversion of the notes into common stock, Viscorp will have 14,587,500 issued and outstanding shares of Common Stock. Effective as of the close of the share exchange, VisCorp's officers resigned and appointed Dr. Guoqing Jiang, MD as Chairman of the Board and CEO; the other executive officers of Chengdu Tianyin will be elected as executive officers of VisCorp in the near future.

JMG Exploration terminated the Share Exchange Agreement with BVI-domiciled Newco Group Limited

The US oil and gas corporation JMG Exploration, Inc., which reported on the acquisition of the BVI holding company Newco Group in August 2006, has announced the termination of share exchange with this company organized under the laws of the British Virgin Islands. The Agreement has failed to close as of December 31, 2007, and the termination is effective immediately.

Currently terminated share exchange was contemplated by the Share Exchange Agreement by and among JMG, Newco, Bahamas-incorporated ESAPI Ltd., and some other parties, dated September 5, 2007. Also, pursuant to a Loan, Stock Pledge and Security Agreement, in September 2007 JMG made a $3 million loan to BVI-based Newco, to enable Newco to purchase approximately 39% interest in Indian company Iris Computers Ltd. The loan bears annual interest of 8%; by its terms, it expired on December 31, 2007. The BVI company has failed to repay the loan and any accrued interest on the loan to JMG.

A notice was sent by JMG to Newco on January 3, 2008, informing that Newco is in default under the Loan Agreement and, if the default is not cured within 15 days, JMG will act as a secured creditor, transferring the shares of Newco into the name of JMG. US company tried to settle the matter, offering to allow Newco to repay, on certain terms, the $3mln loan and accrued interest until March 31, 2008. The offer also required that JMG and Newco mutually release each other from further liability. Newco had to accept the offer until January 10, 2008.

JMG's Board of Directors has elected to extend existing warrants for an additional year with and expiration in January 15th, 2009. The strikes prices on the warrants will remain in place.

CTDC announces disposal of its BVI-domiciled subsidiary

BVI-incorporated China Technology Development Group Corporation (CTDC) announced that it has completed another step in its strategic plan to focus management and operating resources on the principal business of solar energy.

The company disposed its subsidiary China Natures Technology Inc. (also registered in the British Virgin Islands) to an independent party for HK$10,000,000, pursuant to the sale and purchase agreement dated December 18, 2007. The net proceeds of the disposal will be used to further develop solar energy business of the CTDC.

Major terms of this agreement were approved by the shareholders on the annual general meeting held on October 19, 2007.

CEO of the BVI corporation Alan Li said that the transaction of disposal of non-core business will allow “increased focus of management and financial resources on our core activities and will put the Company in a stronger position to move forward in the solar energy business."

Several days before disposal of BVI registered subsidiary China Technology Development Group Corporation announced the completion of the purchase from China Biotech Holdings Limited of the plant located at China Merchants Zhangzhou Development Zone, for manufacturing PV solar thin film base plates.

The BVI corporation which provides renewable energy solutions and applications focusing in solar energy and works mainly in China, now expects to complete the installation of the showcase production line by this month already, and to be operational in late 1st quarter to early 2nd quarter of 2008. China Technology will announce additional details of its production plans and products at a later date.

Alan Li, commented that the purchased facility is well-located in a valuable and expanding area which offers excellent transportation systems, and the necessary infrastructure to support company's business.

ForeFront enters into Agreements to sell its golf accessories business and re-incorporates in the British Virgin Islands

ForeFront Holdings, Inc. has entered in the beginning of January into a series of agreements concerning its business of manufacturing and marketing of golf accessory products, to a ForeFront's wholly-owned subsidiary, Forefront (BVI) Ltd., newly incorporated under the law of the British Virgin Islands. The agreements will provide for the contribution of the business to the above-mentioned BVI company, and its sale, subject to shareholder approval, to Stanford Venture Capital Holdings, Inc. The purchase price for the sale of Forefront's golf accessories business to Stanford Venture will be company's cancellation of all debt owed to it by Forefront as of the closing of the transactions (about $16 mln).

By the agreement, immediately after sale of its golf accessories business Forefront will acquire the optical transceiver business and the contract rights, customer lists, intellectual property and other intangibles necessary to allow Forefront (BVI) Ltd. to continue the broadband multimedia technologies for digital home applications business of various subsidiaries of Ligent International, Inc. and Hisense, Co. Ltd., major Chinese electronics manufacturer. The company will focus on the convergence of these broadband multimedia technologies to provide expanded high definition service to the consumer at reduced costs.

ForeFront also has entered into agreement to receive equities in an amount equal to $12 million from Stanford International Bank, an affiliate of Stanford Venture Capital Holdings that currently holds approximately 80% of Forefront's outstanding common stock. In connection with these transactions, Forefront will re-domicile in the British Virgin Islands, into ForeFront (BVI) Ltd.

Upon conclusion of the above transactions, current stockholders of Forefront Holdings, excluding Stanford Venture Capital Holdings and Stanford International Bank, will hold 1.8% of the outstanding common stock of Forefront (BVI) Ltd. The transferors of the optical transceiver and broadband multimedia technologies will get 80%; Stanford will hold 18.2% of Forefront (BVI) Ltd's outstanding common stock.

BVI-controlled Dalian Chuming Precious Sheen Co., Ltd. acquired

S3 Investment Company, Inc., a holding company with two subsidiaries doing business in the China market, has announced the close of acquisition of all of the issued and outstanding capital stock of the British Virgin Islands company Precious Sheen Investments Limited, by Nevada-registered Energroup Holdings Corporation. The press release on the acquisition was issued on January 7, 2008.

The BVI company Precious Sheen Investments Limited is a parent company of PRC-based Dalian Chuming, a pork processing company with the amount of sales USD $70.4 million in 2006, and USD $89.7 million in unaudited sales in the first nine months of 2007.

Dalian Chuming Precious Sheen Co., Ltd. is a leading regional producer and distributor of fresh and prepared meat products in Northeastern China, a region with 108 mln population. It is the first company in China's meat industry to receive “Green Food” Certification from the Ministry of Agriculture of the PRC. Chuming maintains industrialized hog slaughtering, processing and distribution facilities and is known for its international quality management standards and food safety certifications.

BVI-controlled Dalian Chuming is a client of S3's 100% owned Redwood Capital subsidiary, which also provided assistance to facilitate this transaction. Redwood Capital assists private Chinese companies in accessing US capital markets by utilizing a network of investment banking relationships to achieve reverse merger transactions.

The acquisition was accomplished by means of a share exchange in which the former shareholders of Precious Sheen Investments Ltd. received a controlling stake in Energroup Holdings Corporation.

BVI-based Sherwood offers to purchase Rentech

Sherwood Investment Overseas, an investment fund registered in the British Virgin Islands, has confirmed its previously stated interest in Rentech, Inc. by offering to buy the coal-to-liquid tech company, - but for the slashed price. The BVI fund sent a letter to Rentech informing about his wish to buy the company for $372.3 million, that is $2.28 per share.

According to the BVI investment fund, it already owns 5.3 million Rentech shares, or 3.2% of outstanding shares. Sherwood Investment Overseas Fund manages the money of an anonymous European family. The Los-Angeles company Rentech develops coal-to-liquid technology which turns coal into liquid fuel – a way to reduce dependency on foreign oil.

Previously Sherwood mentioned a higher offer that did not result in a deal. In November, the fund sent a letter to Rentech in which it said it "would be willing to put together a proposal at $2.70 per share to take the company private." Julian M. Benscher, the authorized signatory of Sherwood, told Forbes.com that the fund lowered its offer to reflect write-offs announced in the Rentech's quarterly earnings report. He also said that the BVI fund would finance a Rentech acquisition through a combination of its funds and other financing.

On Tuesday, Rentech closed with a market capitalization of $297.1 million. The question is whether Sherwood would be able to raise additional capital to fund Rentech's future projects, which estimate more than a billion dollars each.

The BVI fund Sherwood Investments Overseas is also trying to purchase Trans World Entertainment; in November the company announced a $7-per-share offer.