x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the quarterly period ended March 31,
2009
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OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from ________________ to
________________
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Nevada
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26-0768064
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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No.
1 Pingbei Road 2,
Nanping
Science & Technology Industrial Park,
Zhuhai
City, Guangdong Province,
The
People’s Republic of China
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519060
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(Address
of principal executive offices)
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(Zip
Code)
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Yes x
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No ¨
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Yes ¨
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No ¨
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Yes ¨
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No x
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PART
I - FINANCIAL INFORMATION
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Item
1. Financial Statements
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1
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Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
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9
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Item
3.Quantitative and Qualitative Disclosures About Market
Risk
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13
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Item
4T. Controls and Procedures
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13
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PART
II - OTHER INFORMATION
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Item
1. Legal Proceedings
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13
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Item
1A. Risk Factors
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13
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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13
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Item
3. Defaults Upon Senior Securities
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14
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Item
4. Submission of Matters to a Vote of Security Holders
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14
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Item
5. Other Information
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14
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Item
6. Exhibits
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14
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SIGNATURES
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15
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March
31, 2009
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December
31, 2008
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS
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||||||||
CURRENT
ASSETS:
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||||||||
Cash
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$ | 169,145 | $ | 259,025 | ||||
Accounts
receivable
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390,249 | - | ||||||
Prepaid
expenses and other current assets
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15,822 | 26,666 | ||||||
TOTAL
CURRENT ASSETS
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575,216 | 285,691 | ||||||
Deposits
for future deliveries of equipment
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79,110 | - | ||||||
Land
use right, net of accumulated amortization of $3,524 and $0,
respectively
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419,319 | 423,420 | ||||||
Property
and equipment, net of accumulated depreciation
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4,178 | - | ||||||
TOTAL
ASSETS
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$ | 1,077,823 | $ | 709,111 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
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||||||||
CURRENT
LIABILITIES:
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||||||||
Accounts
payable and accrued expenses
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$ | 21,106 | $ | 42,450 | ||||
Due
to related parties-current portion
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1,123,550 | 749,298 | ||||||
TOTAL
CURRENT LIABILITIES
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1,144,656 | 791,748 | ||||||
Due
to related parties- non-current portion
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22,485 | 22,485 | ||||||
TOTAL
LIABILITIES
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1,167,141 | 814,233 | ||||||
STOCKHOLDERS'
DEFICIENCY:
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||||||||
Preferred
stock, $0.0001 par value, 10,000,000 shares authorized 0 shares issued and
outstanding
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- | - | ||||||
Common
stock, $0.0001 par value, 90,000,000 shares authorized, 22,574,974 shares
issued and outstanding
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2,257 | 2,257 | ||||||
Additional
paid-in capital
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425,008 | 416,273 | ||||||
Deficit
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(525,286 | ) | (503,904 | ) | ||||
Accumulated
other comprehensive income (loss)
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8,703 | (19,748 | ) | |||||
TOTAL
STOCKHOLDERS' DEFICIENCY
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(89,318 | ) | (105,122 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
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$ | 1,077,823 | $ | 709,111 |
Three
Months
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Three
Months
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|||||||
ended
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ended
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|||||||
March 31, 2009
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March 31, 2008
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|||||||
SALES
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$ | 659,948 | $ | - | ||||
COSTS
AND EXPENSES:
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||||||||
Cost
of goods sold
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589,368 | - | ||||||
Selling,
general and administrative expenses
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83,469 | 40,996 | ||||||
TOTAL
COSTS AND EXPENSES
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672,837 | 40,996 | ||||||
LOSS
FROM OPERATIONS
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(12,889 | ) | (40,996 | ) | ||||
Interest
Expense
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(8,239 | ) | - | |||||
(Loss)
on foreign currency transactions
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(254 | ) | - | |||||
NET
LOSS
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(21,382 | ) | (40,996 | ) | ||||
OTHER
COMPREHENSIVE INCOME (LOSS):
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||||||||
Foreign
currency translation adjustment
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28,451 | - | ||||||
COMPREHENSIVE
INCOME (LOSS)
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$ | 7,069 | $ | (40,996 | ) | |||
Basic
and diluted (loss) per common share
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$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
average number of shares outstanding
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22,574,974 | 20,321,040 |
COMMON
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ADDITIONAL
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OTHER
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||||||||||||||||||||||
STOCK
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PAID-IN
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ACCUMULATED
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COMPREHENSIVE
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|||||||||||||||||||||
SHARES
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AMOUNT
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CAPITAL
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DEFICIT
|
INCOME
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TOTAL
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|||||||||||||||||||
BALANCE
- DECEMBER 31, 2008
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22,574,974 | $ | 2,257 | $ | 416,273 | $ | (503,904 | ) | $ | (19,748 | ) | $ | (105,122 | ) | ||||||||||
Imputed
interest on shareholder loan
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- | - | 8,735 | - | - | 8,735 | ||||||||||||||||||
Foreign
currency translation adjustment
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- | - | - | - | 28,451 | 28,451 | ||||||||||||||||||
Net
Income (loss)
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- | - | - | (21,382 | ) | - | (21,382 | ) | ||||||||||||||||
BALANCE
- MARCH 31, 2009
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22,574,974 | $ | 2,257 | $ | 425,008 | $ | (525,286 | ) | $ | 8,703 | $ | (89,318 | ) |
Three
Months
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Three
Months
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|||||||
Ended
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Ended
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|||||||
March
31, 2009
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March
31, 2008
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|||||||
OPERATING
ACTIVITIES:
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||||||||
Net
loss
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$ | (21,382 | ) | $ | (40,996 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
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||||||||
Imputed
interest on stockholder loan
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8,735 | - | ||||||
Stock
issued for services
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- | 9,424 | ||||||
Amortization
of land use right
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3,524 | - | ||||||
Changes
in operating assets and liabilities:
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||||||||
Accounts
receivable
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(390,249 | ) | - | |||||
Prepaid
expenses and other current assets
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10,844 | (4,173 | ) | |||||
Accounts
payable and accrued expenses
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(21,344 | ) | (17,500 | ) | ||||
NET
CASH USED IN OPERATING ACTIVITIES
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(409,872 | ) | (53,245 | ) | ||||
INVESTING
ACTIVITIES:
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||||||||
Deposits
for future deliveries of equipment
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(79,110 | ) | - | |||||
Acquisition
of property and equipment
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(4,178 | ) | - | |||||
NET
CASH USED IN INVESTING ACTIVITIES
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(83,288 | ) | - | |||||
FINANCING
ACTIVITIES:
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||||||||
Increase
in due to related parties
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374,252 | 22,890 | ||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
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374,252 | 22,890 | ||||||
EFFECT
OF EXCHANGE RATE CHANGES ON CASH
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29,028 | 15,120 | ||||||
INCREASE
(DECREASE) IN CASH
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(89,880 | ) | (15,235 | ) | ||||
CASH
- BEGINNING OF PERIOD
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259,025 | 91,184 | ||||||
CASH
- END OF PERIOD
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$ | 169,145 | $ | 75,949 | ||||
Supplemental
disclosures of cash flow information:
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||||||||
Interest
paid
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$ | - | $ | - | ||||
Income
taxes paid
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$ | - | $ | - |
March
31,
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December
31,
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|||||||
2009
|
2008
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|||||||
Due
to Company’s chairman and chief executive officer for chairman’s payment
of various professional fees and other expenses on behalf of the Company,
non-interest bearing, due on demand. Interest was imputed at 5% per
annum.
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$ | 690,031 | $ | 698,836 | ||||
Trade
payable to Zhuhai Yuemao Laser Facility Engineering Co.,
Ltd. (“Yuemao Laser”) , a PRC company controlled by the
Company’s chairman and chief executive officer, non-interest bearing, due
on demand
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433,519 | 50,462 | ||||||
Due
to Company’s chairman and chief executive officer pursuant to loan
agreement dated November 2, 2008, interest at 5%, due November 1,
2013
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22,485 | 22,485 | ||||||
Total
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1,146,035 | 771,783 | ||||||
Current
portion
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(1,123,550 | ) | (749,298 | ) | ||||
Non-current
portion
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$ | 22,485 | $ | 22,485 |
Exhibit No.
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Title of Document
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31.1
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Certification
of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
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31.2
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Certification
of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
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32.1
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Certification
pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive
Officer)
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32.2
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Certification
pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Financial
Officer)
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Universal Solar Technology,
Inc.
|
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Date:
May 14, 2009
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By:
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/s/
Wensheng Chen
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Wensheng
Chen
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Chief
Executive Officer
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By:
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/s/
Ling Chen
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Ling
Chen
Chief
Financial Officer
(Principal
Financial and Accounting
Officer)
|