Item 1.01. Entry into a Material Definitive Agreement

On July 26, 2006, Registrant and Ms. Ju GuiZhi and Mr. Wang Hongjun, entered into an agreement (the “Agreement”) to form a joint venture limited liability company in China, to be named Song Yuan North East Petroleum Technical Service Co., Ltd. Mr. Wang is the President and Chairman of the Board of Directors of the Registrant and is a significant shareholder of the Registrant. Ms. Ju is a member of Mr. Wang’s immediate family. The purposes of the joint venture limited liability company will be to acquire and operate oil and gas development assets and sell crude oil. Registrant agreed to initially commit $1 million (USD) to the joint venture, which must be paid within 3 months of the date of the Agreement and for which Registrant will receive 90% of the joint venture limited liability company’s membership and profits interests. Ms. Ju and Mr. Wang will commit an aggregate of RMB 1 million to the joint venture, for which they will receive an aggregate of 10% of the joint venture limited liability company’s membership and profits interests. Registrant will be entitled to appoint the President and two of the joint venture limited liability company’s five directors. The Agreement and services provided thereunder are subject to the laws of the People’s Republic of China (PRC) and the parties agreed to binding arbitration of disputes in the PRC. The foregoing description of the Agreement is qualified in its entirety by reference to such Agreement, filed as Exhibit 2.1 hereto, which is hereby incorporated by reference herein..

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.