1381792--10/8/2009--Summit_Growth

related topics

{acquisition, growth, future}

{regulation, change, law}

{stock, price, share}

{tax, income, asset}

{operation, international, foreign}

{control, financial, internal}

{stock, price, operating}

{interest, director, officer}

We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective. We are dependent on the ability of management to locate, attract and effectuate a suitable acquisition candidate; management intends to devote only a limited amount of time to seeking a target company. There is no public market for our ordinary shares. Because of our limited resources and intense competition for private companies suitable for an acquisition of the type contemplated by management, we may not be able to consummate an acquisition on suitable terms, if at all. We have no agreements for a business combination or other transaction. Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate. The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies. Our business will have no revenues unless and until we merge with or acquire an operating business. We may require additional funds in order to operate a business that we acquire. We expect to issue additional ordinary shares in a merger or acquisition, which will result in substantial dilution. We have not conducted any market research or identified business opportunities, which may affect our ability to identify a business to merge with or acquire. We cannot assure you that following a business combination with an operating business, our ordinary shares will be listed on NASDAQ or any other securities exchange. Our shareholders may face different considerations in protecting their interests because we are incorporated under Cayman Islands law. Judgments against us may be difficult or impossible to enforce in foreign jurisdictions. If we effect a business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations. If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights. We may become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors. If we effect a business combination with a United States corporation we could face adverse tax effects under the United States tax laws. If we are deemed to be a controlled foreign corporation, or CFC, we may be subject to certain U.S. income tax risks associated with the CFC rules under the U.S. Internal Revenue Code of 1986, as amended.

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1381792--10/8/2009--Summit_Growth_CORP