1394220--4/1/2008--Jade_Mountain

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An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this report before deciding to invest in our common stock. Risks Related to our Business Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations. We may encounter substantial competition in our business and our failure to compete effectively may adversely affect our ability to generate revenue. Our inability to fund our capital expenditure requirements may adversely affect our growth and profitability. We may not be able to effectively control and manage our growth If we are unable to successfully complete and integrate strategic acquisitions in a timely manner, our growth strategy may be adversely impacted. We depend on a concentration of customers. Any significant fluctuation in price of our raw materials may have a material adverse effect on the manufacturing cost of our products. We may engage in future acquisitions that could dilute the ownership interests of our stockholders, cause us to incur debt and assume contingent liabilities. We may not be able to prevent others from unauthorized use of our patents, which could harm our business and competitive position. We may need additional capital to fund our future operations and, if it is not available when needed, we may need to reduce our planned development and marketing efforts, which may reduce our sales revenues We may have difficulty establishing adequate management, legal and financial controls in the PRC. We may not have adequate internal accounting controls. While we have certain internal procedures in our budgeting, forecasting and in the management and allocation of funds, our internal controls may not be adequate. Our internal controls over financial reporting may not be effective, and our independent auditors may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business. Potential environmental liability could have a material adverse effect on our operations and financial condition. We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire such personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected. We do not presently maintain product liability insurance, and our property and equipment insurance does not cover the full value of our property and equipment, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us. Rapid technological changes in our industry could render our products non-competitive or obsolete and consequently affect our ability to generate revenues. Risks Related to Doing Business in the PRC. 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. The PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Any changes in such PRC laws and regulations may harm our business. The restructuring of RINO may affect RINO s existing customer relationships and result in additional transactional costs that may adversely impact our profitability. Our Restructuring Agreements with RINO and its shareholders may not be as effective in providing control over these entities as direct ownership and potential conflicts of interest may occur in the performance and enforcement of the Restructuring Agreements in the future. A slowdown or other adverse developments in the PRC economy may harm our customers and the demand for our services and our products. Inflation in the PRC could negatively affect our profitability and growth Dalian Innomind and RINO are subject to restrictions on paying dividends and making other payments to us. We might be unable to pay dividends to you. Governmental control of currency conversion may affect the value of your investment. The fluctuation of the Renminbi may harm your investment. If the PRC were to eliminate the grandfathered preferential tax benefits currently enjoyed by Dalian Innomind, we would have to pay more taxes in the PRC, which could have a material and adverse effect on our financial condition and results of operations. The Restructuring Agreements we have entered into among our subsidiaries and affiliated entities or persons may be subject to scrutiny by the PRC tax authorities and a finding that we owe additional taxes or are ineligible for our tax exemption, or both, could substantially increase our taxes owed, and reduce our net income and the value of your investment. PRC regulations relating to the establishment of offshore special purpose companies by PRC residents, if applied to us, may subject the PRC resident shareholders of us or our parent company to personal liability and limit our ability to acquire PRC companies or to inject capital into our PRC subsidiary, limit our PRC subsidiary's ability to distribute profits to us or otherwise materially adversely affect us. Any recurrence of severe acute respiratory syndrome, or SARS, or another widespread public health problem, could adversely affect our operations. Because our principal assets are located outside of the United States and some of our directors and all our officers reside outside of the United States, it may be difficult for you to use the United States Federal securities laws to enforce your rights against us and our officers and some directors in the United States or to enforce judgments of United States courts against us or them in the PRC. The PRC s legal and judicial system may not adequately protect our business and operations and the rights of foreign investors We may face obstacles from the communist system in the PRC. We may have difficulty establishing adequate management, legal and financial controls in the PRC. The relative lack of public company experience of our management team may put us at a competitive disadvantage. Risks Related to Our Common Stock. Our officers, directors and affiliates control us through their positions and stock ownership and their interests may differ from other stockholders. We are not likely to pay cash dividends in the foreseeable future. Our common stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares. Our common stock is currently subject to the "penny stock" rules which require delivery of a schedule explaining the penny stock market and the associated risks before any sale. Our common stock is illiquid and subject to price volatility unrelated to our operations. A large number of shares will be eligible for future sale and may depress our stock price. We are authorized to issue "blank check" preferred stock, which, if issued without stockholders approval, may adversely affect the rights of holders of our common stock. We are responsible for the indemnification of our officers and directors

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1394220--4/1/2008--Jade_Mountain_CORP