1368745--3/31/2008--Victory_Divide_Mining

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Cautionary Statement Regarding Future Results, Forward-Looking Information And Certain Important Factors Risks Related To Our Business Our raw material supply is vulnerable to natural disasters, which could severely disrupt the normal operation of our business and therefore adversely affect our business. Our efforts to manufacture value added products may not be successful. Soybean prices fluctuate greatly. This may adversely affect our operations. Our full capacity may be reached soon. Our growth may be impacted if we could not expand our capacity in the near future. We do not have long-term soybean supply contracts, which could have a material adverse effect on us. The soybean price is largely beyond our control in addition to natural disaster or supply competition. Some of our land may be reclaimed by the government and this may materially impact our operations. We may lose our advantages if there is emergence of new production technologies for other competitors. Our manufacturing process is highly dangerous, which could cause adverse effects on our operation. Our manufacturing process is highly dangerous, which could cause adverse effects on our operation. We receive a significant portion of our revenues from a small number of customers. Our business will be harmed if our main customers reduce their orders from us. Our product delivery is dependent upon the efficiency of the rail system and any disruption in the services or increase in transportation costs will have a material adverse impact on our operations. Potential environmental liability could have a material adverse effect on our operations and financial condition. Inadequate funding for our capital expenditure may affect our growth strategy and profitability. The sales price fluctuation for our products is periodic, which could affect on our financial results. Risks Related To Our Management and Internal Control It will probably cost us a long time to establish adequate management and internal controls. As a result, there may be some operation risks with respect to our business management. We depend on key personnel for our business operations, whose discontinuance could incur our high replacement cost. We may not be able to effectively protect our proprietary rights, which could harm our business and competitive position. We may be exposed to intellectual property infringement and other claims by third parties, which, if successful, could cause us to pay significant damage awards and incur other costs. Risks Related to Our Expansion We give no assurances that any plans for future expansion will be implemented or that they will be successful. Our personnel may not effectively support our growth and therefore impeding the expansion plan. We may not able to increase our sources for soybean supply. As a result, we may not support our plan to increase production. We may have difficulty to expand our sales network in domestic market or to explore new overseas market. Our acquisition plan may not succeed, which will adversely affect our overall expansion plan. Risks Related To Our Industry China s commitments to the World Trade Organization may intensify competition. If the substitute products for soybean oil increase, we may lose our market share of soybean oil market. If we are not be able to maintain competitive in non-genetically modified soybean product business, we may not achieve sufficient product revenues. The inability of the PRC government to keep the PRC a genetically modified-free soybean zone will remove our competitive edge and negatively impact our operations. Our failure to comply with ongoing governmental regulations could hurt our operations and reduce our market share Risks Related To Doing Business In China We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of such business. Our business is largely subject to the uncertain legal environment in China and your legal protection could be limited. The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. Inflation in China may inhibit our activity to conduct business in China. Restrictions on currency exchange may limit our ability to receive and use our revenues effectively The fluctuation of the Renminbi may materially and adversely affect your investment. We may not be able to distribute our assets upon liquidation. We may be treated as a resident enterprise for PRC tax purposes after the Enterprise Income Tax Law becomes effective on January 1, 2008, which may subject us to PRC income tax for any dividends we receive from our subsidiaries and PRC income tax withholding for any dividends we pay to our non-PRC shareholders. We have limited business insurance coverage in China, which could harm our business. Any future outbreak of severe acute respiratory syndrome or avian influenza in China, or similar adverse public health developments, may severely disrupt our business and operations. Risks Related To The Market For Our Stock Our Common Stocks subject to price volatility and may result in losses for investors. Our common stock may be considered to be a penny stock and, as such, the market for our common stock may be further limited by certain SEC rules applicable to penny stocks. We do not intend to pay cash dividends in the foreseeable future. Our chief executive officer could exert significant influence over our significant corporate decisions and may act in a manner that advances his best interests and not necessarily those of other stockholders. There is currently a very limited trading market for our common stock We will incur increased costs as a result of changes in laws and regulations relating to corporate governance matters. We may not be able to achieve and maintain an effective system of internal control over financial reporting, a failure which may prevent us from accurately reporting our financial results or detecting and preventing fraud. We may require additional capital, which may not be available on commercially reasonable terms, or at all.

Full 10-K form ▸

1368745--3/31/2008--Victory_Divide_Mining_CO