1088005--1/13/2010--NextMart

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{operation, international, foreign}

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{debt, indebtedness, cash}

{condition, economic, financial}

{loss, insurance, financial}

{stock, price, operating}

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{product, candidate, development}

{operation, natural, condition}

{competitive, industry, competition}

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Risks Related to Our New Business There is substantial doubt about our ability to continue as a going concern. We have an immediate need for capital. Our short operating history and rapidly evolving business makes it difficult for us to accurately forecast revenues and expenses. Because this is a new business model, we will face unforeseen challenges. Our business model is largely untested . We have no agreements for our new business endeavors and we have not established standards for such transactions. We will rely upon third party providers. We will depend on some key partners for our new business to compete effectively in the market. Our marketing efforts may not be effective A downturn in economic conditions in PRC could adversely affect our business . We may face competition from hospitals and others in the future There are risks of increasing regulation of the healthcare industry in the People s Republic of China and internationally that could have a material adverse impact on our business. We have limited business insurance coverage. The sale of our Hotel rooms is subject to conditions typically affecting the hotel industry. We will rely upon Hua Hui or its affiliate to manage and operate to Hotel business. If we are unable to compete successfully, our financial condition and results of hotel rooms operations may be harmed. We rely on highly skilled personnel and if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively. Our success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we lose their services. Risks Related to Our Corporate Structure Chinese laws and regulations governing our businesses and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation, we could be subject to sanctions. In addition, changes in such Chinese laws and regulations may materially and adversely affect our business. Our corporate actions are substantially controlled by our principal stockholders and affiliated entities. Our officers and directors may allocate their time and efforts to other businesses thereby causing conflicts of interest in their determination as to whether or not to present business opportunities to the Company and as to how much time to devote to our affairs. Risks Related to Doing Business in China The PRC laws and regulations governing the Company s current business operations are sometimes vague and uncertain. Any changes in such PRC laws and regulations may have a material and adverse effect on the Company s business. Our subsidiaries and affiliates are subject to restrictions on paying dividends and making other payments to us. Uncertainties with respect to the Chinese legal system could adversely affect us. We may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us or our management. Governmental control of currency conversion may affect the value of your investment. Fluctuation in the value of RMB may have a material adverse effect on your investment. We face risks related to health epidemics and other outbreaks. Rapidly developing Chinese tax laws could negatively affect our businesses. Risks Related to Our Common Stock There has been only a limited public market for our common stock to date. The market price for our common stock may be volatile. We will need additional capital, and the sale of additional common stock or other equity securities could result in additional dilution to our stockholders. Substantial future sales or the perception of sales of our common stock in the public market could cause the price of our common stock to decline. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. We will incur increased costs as a result of being a public company. There is a limited public float of our common stock, which can result in increased volatility in our stock price and prevent the realization of a profit on resale of the Company s common stock Our common stock is subject to restrictions on sales by broker-dealers and penny stock rules, which may be detrimental to investors. Your ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, will be limited because we conduct substantially all of our operations in China and because all of our directors and officers reside outside of the United States. We are in default under an existing agreement.

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1088005--1/13/2010--NextMart_Inc.