EPROMO COM (Form: 10-12G, Received: 06/17/2008 07:26:23)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of The Securities Exchange Act of 1934

ASIA PACIFIC ENTERTAINMENT, INC.

(Name of Small Business Issuer in its charter)

Nevada		0-28843		72-1530097
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

2702-03 27/FL Goldlion Digital Network Center

138 Tiyu Road East Tian He

Guangzhou, PRC 510620

(Address of principal executive offices)

(8620) 3878-1568

(Issuer’s telephone number)

Securities to be registered under Section 12(b) of the Act:

Title of each class to be so registered		Name of each exchange on which each class is to be registered
None		None

Securities to be registered under Section 12(g) of the Act:

Common Stock, par value $0.001

(Title of class)

Send Copies to:

Jared Febbroriello, Esq. LL.M.

JPF Securities Law, LLC

17111 Kenton Drive

Suite 100B

Cornelius, NC 28031

Phone: 704-897-8334

Fax: 888-608-5705

E-mail: jaredfebb@jpfsecurities.com

TABLE OF CONTENTS

		Page

Item 1.	Description of Business	3
Item 1A.	Risk Factors

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
	Liquidity and Capital Resources

Item 3.	Description of Property	9

Item 4.	Security Ownership of Certain Beneficial Owners and Management	9
	Changes in Control

Item 5.	Directors, Executive Officers, Promoters and Control Persons	10
	Involvement in Certain Legal Proceedings

Item 6.	Executive Compensation	11

Item 7.	Certain Relationships and Related Transactions	11

Item 8.	Legal Proceedings	11

Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	11

Item 10.	Recent Sales of Unregistered Securities	12

Item 11.	Description of Registrant’s Securities to be Registered	13
	Common Stock
	Voting Rights
	Dividend Rights
	Liquidation Rights
	Preemptive Rights
	Registrar and Transfer Agent

Item 12.	Indemnification of Directors and Officers	14

Item 13.	Financial Statements and Supplementary Data	14

Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14

Item 15.	Financial Statements and Exhibits	15

Signatures		16

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Item 1 . Description of Busin ess

Business

Asia Pacific Entertainment, Inc. (formerly ePromo.com Inc.) (the “Company” or “ASPC”) was incorporated in the State of Nevada in the name of Tiberon Resources Ltd. on April 10, 1998. On August 11, 2000, the Company changed its name to “ePromo.com, Inc.” On April 30, 2007, the Company further changed its name to “Asia Pacific Entertainment, Inc.”

On May 31, 2007, ASPC completed a stock exchange transaction with the equity owners of Xi'an Si Jian Wen Hua Chuan Bo Co. Ltd. (“Si Jian”), whereby 40,000,000 shares of the Company’s common stock were issued to the equity owners of Si Jian in exchange for 100% of the equity ownership in Si Jian. Si Jian was organized and existing under the laws of the Peoples’ Republic of China (the “PRC”) on March 9, 2006. As a result of the stock exchange, the former owners of Si Jian own approximately 98% of the issued and outstanding shares of the Company.

Si Jian is an integrative commercial platform of cultural entertainment and instruction in the People's Republic of China ("PRC"). Si Jian has focused on track record of organizing and investing in large cultural exchange activities between the United States and PRC since the inception. The target of Si Jian is to command first-class, proven international teams of artistic talents and experienced entertainment managers. Currently, all the activities hosted by Si Jian are in PRC.

With the termination of the original businesses of ePromo, all of ASPC’s businesses are now located in the People’s Republic of China. Xian Shijian Wenhua Chuanbo, Inc. is a wholly-owned subsidiary of ASPC.

Business of Issuer

ASPC operates two business models. These are Qin the Musical Dinner Show (Qin) and ASPCBox.com (ABOX), an online booking system.

Qin the Musical Dinner Show

The first of the Company’s two business models, Qin the Musical Dinner Show, is a live musical dinner show involving 300 performers on stage. The show operates on a daily basis. It was created and is produced by world-renowned musicians and artists, and it also includes a cast of international entertainment talents and veteran entertainment managers.

In Chinese, “Qin” refers to the first ever dynasty of China in its 2000-year history of nation-building. “Qin” is regarded by consensus to be the birth of a unified China. “Han” is the dominant race and civilization then and now. By reinvigorating a Chinese archetype of love and power, ASPC brings to vast numbers of tourism and entertainment consumers a signature product fusing ancient philosophy with contemporary sentiments, embracing eastern civilization with western production capabilities.

Xi’an is the birthplace of the Empire Qin. Historically, the E-Pang Gong Palace was the famous Palace of the Emperor Qin, one of the protagonists of the Show and historically the one who united China. The original Palace was burned down 2000 years ago. The current E-Pang Gong Palace, where “Qin” is staged, is the world’s largest and most complete group of architectural reconstruction of the original Palace. It is situated directly across from the original debris, and came into being in 1994 as a full-service theme park and quality holiday resort. Its size and elaborate details has made it an ideal site for filming and production by the entertainment industry.

The story of Qin is an archetypical narrative which on its own constitutes a brand. It is a Chinese obsession of responsibility towards the self and the community and the power one wields over one’s destiny. The performing style resurrects the lavish and aggressive Qin Empire style, contrasting the lavish and easy-go-happy Tang style—the current dominant performing style of musical shows in the same geographical market. Uniquely, Qin focuses on the creation of memorable songs and melodies, and offers unprecedented live excitement in fighting and dancing scenes with heavy use of spectacular special effects. The total stage area is over 10,000 square meters, where a cast of three hundred performers will reconstruct the grand war scenes of Qin.

The format of Qin will be that of a dinner show, where dining and refreshments are provided to the audience before the show begins. The Show is one hour and fifteen minutes in length and will be performed once daily.

To produce and maintain a show experience of high, consistent quality, Qin employs and partners with some of the most successful veteran talents and powerful entertainment companies across the United States, Canada, and China. This all-star team includes Mr. Tim Williams, ASPC’s Music Director, who composes and orchestrates all the songs in Qin. Mr. Williams is an award winning composer and orchestrator with veteran expertise in film scores, theater and live spectacular productions. Mr. Williams actively works with entertainment industry giants including Warner Brothers, Universal Studios, Song Pictures, Disney, and the renowned London West End musical circles.

Mr. Peter McCoppin, “an internationally renowned conductor, broadcaster and communicator”, according to the National Speaker Bureau in Canada, and a figure chronicled by the Encyclopedia of Music in Canada and the online Wikipedia, is one of ASPC’s Art Consultants. Mr. McCoppin has conducted most of Canada's major orchestras and ballet companies, and has also led the Canadian Opera Company on a tour of 17 U.S. states. He is currently Conductor Laureate of the Victoria Symphony.

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ASPCBox.com

The second of the Company’s two business models, ABOX, is an online booking system developed to help consumers find and hire live entertainment for weddings, corporate events, private parties, nightclubs, fraternity functions, Bar Mitzvahs, grand openings, and other events. It is the medium between live entertainment and the people who hire them, helping customers find quality entertainment for any even they may be having. The Company has built up a database of over 3,000 musicians. More recently, it has expanded its offerings to include other entertainment services such as comedians, dancers, caterers, photographers, etc.

ABOX is 100% owned by an publicly traded company, and its online booking system takes advantage of the Internet's ability to organize and connect the fragmented marketplace of musicians and entertainers into a searchable database that is consumer-focused, and easy-to-use.

The service collects a 10% commission fee each time it brokers a transaction between a buyer and seller of entertainment services. The Company collects its fee from the seller. In addition to booking commissions, ABOX earns revenue from corporate sponsorships of its bi-monthly newsletter. This newsletter currently goes out to approximately 8,000 entertainers who have valid email addresses in the ABOX database. Because of the large number of musicians receiving the newsletter, it is an effective means of advertising for music and entertainment companies. An additional mailing is also sent each month to the brides/grooms, event planners, and club owners who have used its services. Past sponsors of the newsletter include Greentree Financial Group., Inc. and Yamaha Piano Co.

ABOX provides an emphasis on music and entertainment. By doing so, it offers significant advantages to all of its customers. For example, only ABOX has developed an online bidding system which supplies customers with competitive bids from the entertainers. In addition, only ABOX provides online press kits allowing customers to both hear and see entertainers before they hire them. Online press kits contain biographies and full descriptions of the entertainers, color photos, audio and video samples, client testimonials, song lists, rates and prices, instrumentation, and musical genre. The purpose of the press kit is to provide the customer with enough information about the performer to eliminate the need for an offline press kit to be sent in the mail (a process that can take several days and can become quickly outdated). Eventually, the audio and video samples provided in the online press kit will also replace the need for a demo tape to be sent. The entire demo tape will be accessed online. This will become more plausible once broadband, or high speed Internet access, becomes more widespread.

The press kit also acts as a website or homepage for those entertainers who don’t already have one. Groups are given a Web address. Bands and entertainers can place these URLs on business cards, flyers, brochures, and other promotional material. Besides helping the musicians, this also provides the added benefit of free branding of the ABOX name by being visible in the URL.

Entertainers are provided with usernames and passwords enabling them to update their press kits whenever necessary. By letting entertainers update this information themselves, it keeps the information accurate and current, while eliminating the need for ABOX employees to do the updates themselves. While the entertainers are updating their press kits, they also gain access to their control panel, a special screen showing statistics on their account. This information includes how often their press kits were viewed by others, as well as in which categories they were most often found (e.g. blues, top 25, etc.). This control panel also lets them update billing information, pager numbers, email addresses, category selection, audio & video samples, and username/passwords.

Out of all the requests ABOX receives, the largest component is live bands. This is due in large part because ABOX has received the most publicity in this area. It has been written up in musician magazines (e.g., China Music ) as well as wedding magazines (e.g., Bride ). ABOX has established a market niche for itself in this area.

In addition to its primary revenue sources of booking commissions and corporate sponsorships, the Company also derives revenue through additional fee-based services it offers its entertainers. This includes fees for digitizing the entertainers’ music into RealAudio or MP3 format, scanning press kit photos, and the selling of musician CDs on consignment. As the company grows and has additional resources, these secondary revenue streams will begin to take on an increasingly important role.

Distribution Methods

Qin the Musical Dinner Show

Tickets for the dinner show are available at local, national and overseas travel agencies as part of a package or as a weekday or weekend outing choice. Consumers can also purchase the tickets at the Palace’s box office and other designated locations.

ASPCBox.com

When a customer visits the ABOX website, she types in her zip code, the event she is planning, and the type of entertainment she is seeking. She is then immediately furnished with a list of entertainers in her area. She can access online press kits where she listens to audio samples, watches video, reads biographies, and views client testimonials. Next, she checks off the ones that interest her. The customer then fills out a brief description of her event. This description is referred to as an “ABOX request.” Each entertainer selected by the customer then receives an “ABOX alert” email describing the customer’s event. At this point, the identity of the customer has not been revealed, thus preventing the entertainer from bypassing our system and going directly to the customer. The entertainers then each have an opportunity to submit a bid for the customer’s event. Based on the bids received, the customer can then decide which entertainer she wishes to hire. She can hire an entertainer on the spot, or she may contact the entertainers offline for further information to aid in her decision. The day after the event, a follow-up email is sent to the customer inquiring whether any groups she contacted were hired. Those that were are then invoiced for an amount equal to 10% of what they earned. This commission is agreed to in advance by all entertainers who sign up with the ABOX website.

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Competitive Business Conditions

Qin the Musical Dinner Show

ASPC’s competitive advantage lies in its ability to consolidate cultural and entertainment resources of the U.S. and China. By localizing the global entertainment experiences, China and overseas’ consumers can enjoy a rich variety of entertainment experiences that are new and personally satisfying.

To survive in an industry that rewards creativity as well as business and marketing savvy, talents are critical. This is what differentiates ASPC from its competitors. ASPC employs and works with the best brains in the fields of creation, production and management.

In addition, ASPC is in the process of actively forming strategic alliances with other powerful players in China’s entertainment industry. ASPC is under negotiation with one of the most high-powered and high-profile entertainment groups across the China mainland, Hong Kong and Taiwan—Yi Neng Entertainment, to jointly invest in and develop the musical dinner show. Yi Neng originates in Hong Kong and has its background in the internationally popular celebrity Jackie Chan. It encompasses many of the A-list artists and celebrities in Hong Kong, Taiwan and China. Yi Neng has been actively exploring China’s entertainment industry and has set up several joint ventures with Chinese cultural and entertainment companies such as China Record Yi Neng.

Currently, the most popular and well-known cultural performance stages in Xi’an include Tan Music Palace, Shanxi Music & Dance Theater, and The Lotus Garden of Tang. Many similar companies, such as the Canton International Summer Music Academy (CISMA) and The Beijing Music Festival (BMF), still focus on the number of customers they serve without giving sufficient consideration to the profitability of each customer. In fact, when ASPC services are sold, a specific value is often assigned to current clients: The larger the practice and the more profitable each client relationship, the more the business will sell for.

Unlike most of its competitors, ASPC is not a non-profit organization, which means almost all products of ASPC are more expensive than other companies because of high quality.

ASPCBox.com

Online competitor sites all connect buyers and sellers of services, however only ABOX provides the emphasis on music and entertainment. By doing so, it offers significant advantages to all of its customers. For example, only ABOX provides online press kits allowing customers to both hear and see entertainers before they hire them. Also, only ABOX has developed an online bidding system which supplies customers with competitive bids from the entertainers. None of its competitors do.

The second tier of competition comes from wedding sites such as www.51hunyan.com and www.wed168.com , which focus on providing content on wedding planning but also have a section providing names and addresses of local merchants. Again, because the information they provide is so limited, it is not any more useful than a phone book. There are also approximately 2,843 traditional (offline) booking agents in the P.R.China. They earn $ 1.923 billion annually. Many have websites, but few, if any, offer the ability to book directly online. These sites are more like corporate "brochures" and spotlight only a few of their big-name entertainers with little more than a phone number available for further information. Also, these agents traditionally focus on high-end bookings, generally ignoring the vast market of individuals looking for bands for their weddings, private parties, fraternity dances, corporate Christmas parties, and high school proms. These types of events make up the ABOX marketplace. From the moment a person arrives at ABOX, she knows that the purpose of the site is to help her find and hire live entertainment for her next event.

Source and Availability of Raw Materials

We do not depend upon raw materials.

Dependence on One or a Few Customers

We do not depend on one or a few major customers.

Patents, Trademarks, Royalties, Etc.

Our operations are highly dependent upon patents. We have taken the steps to secure and protect our copy right of music in the Dinner Show with a patent application, which is currently pending.

Government Approvals

The Issuer requires China governmental approval of the dinner show operation and it has been approved.

Existing or Probable Governmental Regulations

The company does not foresee any substantial changes that could adversely affect the business of the company at this time.

Number of Employees

The company currently has five full time paid employees and three part time paid consultants.

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Periodic Reports and Available Information

We are filing this registration statement on a voluntary basis under Section 12(g) of the Securities Exchange Act of 1934. The effectiveness of this registration statement subjects us to the periodic reporting requirements imposed by Section 13(a) of the Securities Exchange Act.

We will electronically file with the Commission the following periodic reports:

·	Annual reports on Form 10;

·	Quarterly reports on Form 10;

·	Periodic reports on Form 8-K;

·	Annual proxy statements to be sent to our shareholders with the notices of our annual shareholders' meetings.

In addition to the above reports to be filed with the Commission, we will prepare and send to our shareholders an annual report that will include audited financial statements.

The public may read and copy any materials we file with the Commission at the Commission's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Also, the Commission maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that electronically file reports with the Commission.

Quantitative and Qualitative Disclosures about Market Risk

We have no material exposure to interest rate changes.

Item 1A . Risk Factors

An investment in our common stock being offered for resale by the selling shareholders is very risky. You should carefully consider the risk factors described below, together with all other information in this prospectus before making an investment decision. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Because our operating history is limited and the revenue and income potential of our business and markets are unproven, we cannot predict whether we will meet internal or external expectations of future performance.

We believe that our future success depends on our ability to significantly increase revenue from our operations, of which we have a limited history. Accordingly, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies with a limited operating history.

The Company’s future success will depend in part on its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands for convenience as well as create additional efficiencies in operations. It is understood that many of the Company’s competitors have substantially greater resources to invest in technological improvements. There can be no assurance that ASPC will be able to effectively implement new technology-driven products and services or be successful in marketing such products and services to its customers.

Our extremely limited operating history makes it difficult to evaluate our business and prospects

We incorporated our business in 2002 and have a limited operating history. Accordingly, you have limited information about us with which to evaluate our business, strategies and performance, and an investment in our common stock. We are deemed to be a development stage company in the early phases of operation and the likelihood of success must be considered in light of the many unforeseen costs, expenses, problems, difficulties and delays frequently associated with new ventures.

Because we currently depend on our ability to sign up new clients, a decline in demand for our products and services may harm our operating results

We presently expect to derive substantially all of our revenues from the marketing and sale of our computer services, online transactions and the dinner show. The market may not demand, nor continue to demand our current services and we may not be successful in marketing any new or enhanced services. Any reduction in the demand for our current services or our failure to successfully develop or market and introduce new or enhanced services could materially adversely affect our business, financial condition and results of operations.

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If we lose key personnel, we maybe unable to successfully operate our business

We depend on the continued contributions of our executive officers and consultants to work effectively as a team, to execute our business strategy and to manage our personnel. The loss of key personnel or their failure to work effectively could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to attract and retain additional qualified personnel, our future business may suffer

Our future business strategy will require us to attract and retain qualified marketing, technical, and administrative personnel. We may experience difficulty in recruiting qualified personnel, which is an intensely competitive and time-consuming process. We may not be able to attract and retain the necessary personnel to accomplish our business objectives as our business develops and grows. Accordingly, we may experience constraints that will adversely affect our ability to satisfy future customer demand in a timely fashion or to support our customers and operations. This could cause an adverse effect on our business, financial condition and results of operations.

Additional required capital may not be available

We are dependent upon the completion of this offering and application of the proceeds there from to proceed with our business in a meaningful way. If the maximum number of shares being offered is sold, we will have sufficient capital to satisfy the estimated use of proceeds and attain our near term operating objectives for approximately six months. If, however, less than the maximum number of shares is sold, we may have to seek an alternative source of financing. If we do not generate adequate cash from operations to finance our business in the future, we will need to raise additional funds through public or private financing. Selling additional stock could dilute the equity interests of our stockholders. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. We may not be able to obtain funds needed to finance our operations at all or maybe able to obtain them only on unattractive terms.

There is presently no public market for our common stock and investors have difficulty in selling their shares unless such a market is created

There has never been a public trading market in our common stock and no such trading market is expected to develop in the immediate future. We are relying on certain exemptions from registration under the Securities Act of 1933, which will result in certain restrictions on the resale of our shares. We are not obligated to repurchase any shares at the request of any holder thereof. Further, we are not obligated to register our common stock under the Securities Act of 1933 or to otherwise contact market makers to create and maintain a market in our shares. Our common stock is not a suitable investment for investors who require liquidity. There can be no assurance that a significant public market for our securities will develop or be sustained following this offering.

We do not intend to pay dividends

We have never declared or paid any cash dividends on shares of our common stock. We currently intend to retain our future earnings for growth and development of our business and, therefore, we do not anticipate paying any dividends in the foreseeable future.

Our executive officers, directors and principal stockholders own a significant percentage of our company and will be able to exercise significant influence over our company, which could have a material and adverse effect on the market price of our common stock

After this offering and assuming all of the shares of common stock to which this offering memorandum relates are issued, our executive officers and directors will together control approximately 88% of our outstanding common stock. Thus, these stockholders, if they act together will, be able to control all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will continue to have significant influence over our affairs. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale and might affect the market price of our common stock.

Possible “Penny Stock” Regulation

When and if our common stock is traded in the public market, such trading maybe subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the penny stock rule. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our stock is deemed to be a penny stock, trading in our stock will be subject to additional sales practice requirements on broker-dealers. These may require a broker dealer to:

·	make a special suitability determination for purchasers of penny stocks;

·	receive the purchaser’s written consent to the transaction prior to the purchase; and

·	deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.

Consequently, penny stock rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock. Also, many prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

Resale of our common stock maybe restricted or limited in certain jurisdictions

Although there has been no public market for our common stock, we intend to apply to have our shares quoted by the National Quotation Bureau “OTC Bulletin Board” This requires an application by an authorized NASD broker-dealer prepared to act as a market maker for our shares. There can be no assurance that we will find such a market maker or obtain a listing for our shares. Any market that ultimately develops will most likely be a limited market and the trading price will most likely be volatile. Although we are not required to place restrictive legends on certificates representing shares sold under this offering, we have not taken any steps to register our common stock for trading under any state securities or “blue sky” laws, or in any particular state. Resale of our shares maybe made only after appropriate state registration or pursuant to an exemption from the securities requirements of a particular state. We can give no assurance regarding the registration of our shares in any jurisdiction or the availability of any such exemption from registration.

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Item 2 . Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RESULTS OF OPERATIONS (March 31, 2008 and 2007 unaudited)

Revenues

None.

Cost of Sales

None.

Expenses

Operating expenses for the three months ended March 31, 2008 were $13,616, compared to the operating expenses of $43,849 for the three months ended March 31, 2007. The decrease in expenses during the first quarter of 2008 was primarily attributable to expenses control as a result of nil revenue. We have not established any source of revenue to cover our operating costs. Accordingly, we will offer noncash consideration and seek equity lines as a means of financing our operations.

We expect increases in expenses through the fiscal year 2008 as we move toward developing our business plan. In addition, we expect cash outlays for professional fees to increase to around $20,000 per year for compliance with the reporting requirements of the Securities and Exchange Commission once we file a registration statement to become a reporting company.

Income Taxes

We had no provision for income taxes for both three-month periods ended March 31, 2008 and 2007, due to our net loss.

If we incur losses, we may have a deferred tax asset. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. We do not currently have any net deferred tax assets.

Income/Losses

Net loss for the three months ended March 31, 2008 decreased to $13,616, compared to the net loss of $43,849 for the same period ended March 31, 2007. The decrease during the first quarter of 2008 was due primarily to expenses control as a result of nil revenue. We have not established any source of revenue to cover our operating costs. Accordingly, we will offer noncash consideration and seek equity lines as a means of financing our operations.

Impact of Inflation

We believe that inflation has had a negligible effect on operations since inception. We believe that we can offset inflationary increases in the cost of operations by increasing sales and improving operating efficiencies.

Liquidity and Capital Resources

Cash flows used in operating activities were $15,208 for the three months ended March 31, 2008, compared to cash flows of $48,849 used in operating activities for the three months ended March 31, 2007. Cash flows used in operations during the three months ended March 31, 2008 were due primarily to the net loss of $13,616 and the increase in prepaid expenses by $2,124, partially offset by the increase in account payable of $490. Cash flows used in operations during the three months ended March 31, 2007 consisted of the net loss of $43,849 and the increase in prepaid expenses by $5,000.

Cash flows used in investing activities were $1,282 for the three months ended March 31, 2008 due primarily to the purchase of fixed assets. We had no cash flows from investing activities for the three months ended March 31, 2007.

Cash flows provided by financing activities for the three months ended March 31, 2008 and 2007 were $38,981 and $50,382, respectively, primarily attributable to the proceeds from shareholder loan.

RESULTS OF OPERATIONS (December 31, 2007 and 2006)

RESULTS OF OPERATIONS

Revenues

None.

Cost of Sales

None.

Expenses

Operating expenses for the year ended December 31, 2007 of $310,463 increased by $121,775, or % or 65%, compared to the operating expenses of $188,688 for the year ended December 31, 2006. The increase in expenses during these periods was primarily attributable to expenditures made for the dinner show and musical festival for services in the year ended December 31, 2007 whereas these were not applicable in the prior year.

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Income Taxes

We had no provision for income taxes for the year ended December 31, 2007 and 2006, due to our net loss.

Income/Losses

Net loss for the year ended December 31, 2007 increased by $121,775, or 65% to $310,463, compared to the net loss for the year ended December 31, 2006. The reason for the increase is due to expenditures made for the dinner show and musical festival for services in the year ended December 31, 2007 whereas these were not applicable in the prior year.

Impact of Inflation

Liquidity and Capital Resources

Cash flows provided by operating activities were $39,544 for the year ended December 31, 2007, compared to cash flows of $207,011 used in operating activities for the year ended December 31, 2006. Cash flows from operations during the year ended December 31, 2007 were due primarily to the common stock issuance for settlement of the shareholders loan, partially offset by the net loss of $310,463 and the increase in prepaid expenses by $24,448. Cash flows used in operations for the year ended December 31, 2006 were attributable to an increase in net losses and prepaid expenses.

There were no cash flows from financing activities for the years ended December 31, 2007 and 2006.

Cash flows used in financing activities for the year ended December 31, 2007 were $30,936, compared to cash flows of $205,597 provided by financing activities for the year ended December 31, 2006. Cash flows used during the year ended December 31, 2007 was due primarily to the repayment to shareholder loan. Cash flows from financing activities during the year ended December 31, 2006 were attributable to $62,344 in capital contributions and $143,253 in proceeds from shareholder loans.

Item 3 . Description of Pro perty

The Issuer’s corporate offices are located in a Class A commercial business complex in Guangzhou, P.R.China. ASPC leases 2000 square feet of space in one of the 30-story buildings located in the complex. The offices consist of a reception area, conference room, show room and five individual offices. The offices are leased through a local real estate management firm for a period of 60 months beginning April 2nd, 2007. Base rental expense was $25,787 during 2007 and is estimated to be $36,877 per year thereafter.

Item 4 . Security Ownership of Certain Beneficial Owners and Manage ment

The following table shows information as of December 31, 2007 with respect to each beneficial owner of more than five percent of the Company’s Common Stock:

Name and Address of Beneficial Owner		Common Stock Beneficially Owned			Percent of Class
Guoqianq Zhan[1]			39,273,334		88.2	%

The following table shows information as of December 31, 2007 with respect to each of the beneficial owners of the Company’s Common Stock by its executive officers, directors and nominee individually and as a group:

Name and Address	Position	Common Stock Beneficially Owned			Percent of Shares
Guoqianq Zhan 2702-03 27/FL Goldlion Digital Network Center 138 Tiyu Road East Tian He Guangzhou, PRC 510620	Chairman of the Board		39,273,334	88.2	%
Xiaowei Li 2702-03 27/FL Goldlion Digital Network Center 138 Tiyu Road East Tian He Guangzhou, PRC 510620	Chief Financial Officer		0	0	%
Huan Zheng 2702-03 27/FL Goldlion Digital Network Center 138 Tiyu Road East Tian He Guangzhou, PRC 510620	VP of Operations		0	0	%
All officers and directors as a group (three persons)			39,273,334

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Changes in Control

As of March 13, 2008 we have had no changes in control of management or directors.

Item 5 . Directors, Executive Officers, Promoters and Control Pers ons

A list of current officers and directors appears above. The directors of the Company are elected annually by the shareholders. The officers serve at the pleasure of the board of directors. The directors do not receive fees or other remuneration for their services, but are reimbursed for their out-of-pocket expenses to attend board meetings. There are no employment contracts or any arrangements to compensate any officer who resigns, retires or is terminated or such occurs as a result of a change in control of the Company.

The principal occupation and business experience during at least the last five years for each of the present directors and executive officers of the Company are as follows:

Mr. Guoqiang Zhan, President and Chairman, Age 38

Mr. Zhan has been working in the managerial positions in the areas of marketing, administration, and live performance planning. In 2005, Mr. Zhan successfully organized a Gala Charity Dinner Show “Concert 2005—Supporting Beijing Olympics Construction” in China Hotel, a five-star Marriott alliance member in Guangzhou, China. His outstanding organizational and marketing expertise was instrumental to the success of the Gala Show and charity fund raise of RMB2 million from the show. In 2006, Mr. Zhan organized and produced 2006 New Year Celebration Concert—Sound of the Spirit in Shenyang, capital city of Liaoning province in China. The symphony concert was the hot topic of the media and gained the full support from the local government. Mr. Zhan is also associated with another publicly traded Company, Envirosafe, Inc. where he serves as director.

Ms. Xiaowei Li. Chief Financial Officer, Age 43.

Ms Li is the finance director of ASPC. She is very familiar with Chinese accounting statutes and domestic tax laws and regulations. She is also familiar with the overall account of the Company. In addition, Ms. Li has more than 16 years of experience in accounting, audit and tax. She used to work as a supervisor of financial audit and accounting at several companies. In 1994, Ms. Li completed her study at Guangzhou Radio & TV University where she majored in financial accounting. She obtained her accountant qualification in 1997.

Ms. Huan Zheng . VP of Operations, Age 47.

Ms. Zheng obtained her BA degree from Guangzhou University. Since graduation, Ms. Zheng has been engaged in media management and marketing promotion in the cultural entertainment industry where she has experienced outstanding achievement. In 2005, Ms. Zheng successfully organized the promotion and media advertisement for the Golden Dragon Award Original Animation & Comic in Chinese (OACC) event held at the People’s Congress Hall in Beijing. Later on, with her comprehensive understanding in media analysis, planning and execution, Ms. Zheng served as director for projects such as promoting the pop music star, Mr. Zhenyu Zhang, and the famous Taiwanese animator, Mr. Youxiang Ao, and planning television production “Wulong Yard” and “The Lady Behind The Corrupt Official”, etc. In addition to her achievements in media management and advertisement, Ms. Zheng has excellent performances in television direction and production. In 2005, Ms. Zheng participated in the creation of a cartoon named Tribal Fruit which became the first Chinese cartoon selected by The Disney Channel.

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control persons of our company has been involved during the last five years in any of the following events that are material to an evaluation of his ability or integrity:

·	Bankruptcy petitions filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

·	Conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

·	Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring or suspending or otherwise limiting his involvement in any type of business, securities or banking activities, or

·		Being found by a court of competition jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodities Futures Trading Commission, or a state securities regulator to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
·		The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person’s involvement in any type of business or securities activities.

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Item 6 . Executive Compensa tion

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Guoqianq Zhan, President and Chairman	2007	$ 0							$0
Xiaowei Li, CFO	2007	$26,000							$26,000
Huan Zheng, VP	2007	$16,000							$16,000

Item 7 . Certain Relationships and Related Tran sactions

On May 30, 2007, the Company completed a stock exchange transaction with the equity owners of Si Jian and a total of 40,000,000 shares of common stock were issued.

On December 11, 2007 a shareholder of the company paid expenses on behalf of the company. The payment was recorded as paid in capital.

Item 8 . Legal Proceed ings

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company's or our company's subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 9 . Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matt ers

The principal market for our common equity is the Pink Sheets. As of December 31, 2007, there are 20 common stock shareholders of record in ASPC. For each quarter of the last two years, the high and low prices for our common stock were as follows:

For the Quarter Ended	High [1]	Low [1]
March 31, 2008	0.25	0.12
December 31, 2007	0.51	0.25
September 30, 2007	0.65	0.30
June 30, 2007	4.00	0.32
March 31, 2007	0.60	0.20
December 31, 2006	0.40	0.40
September 30, 2006	0.48	0.32
June 30, 2006	0.80	0.10

[1] The source for this price information is www.pinksheets.com.

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Stock Splits

On May 23, 2007, the Company effected a one-for-forty (1:40) reverse stock split of the outstanding shares of the Company’s common stock. The number of outstanding shares of the Company’s common stock was reduced from 32,928,590 to 823,219 shares and par value of its common stock was unchanged at $0.001.

Stock Exchanges

The stock exchange transaction has been accounted for as a reverse acquisition and recapitalization of the Company whereby Si Jian is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). The accompanying condensed consolidated financial statements are in substance those of Si Jian, with the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of stock exchange transaction.

Secured Promissory Notes

Item 10 . Recent Sales of Unregistered Secu rities

On May 30, 2007, the Company completed a stock exchange transaction with the equity owners of Si Jian and a total of 40,000,000 shares of common stock were issued. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

On July 12, 2007, pursuant to a convertible promissory note, dated June 3, 2005, the Company issued 305,260 shares of its common stock to convert a shareholders loan of $26,000 to equity, at a price of $0.085 per share. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

On August 30, 2007, pursuant to a convertible promissory note, dated March 1, 2005, the Company issued 3,400,000 shares of its common stock to convert a shareholders loan of $340,000 to equity, at a price of $0.10 per share. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

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Item 11 . Description of Registrant’s Securities to be Registered

Common Stock

Our company is authorized to issue 50,000,000 shares of common stock and 1,000,000 shares of preferred stock both with a $0.001 par value and as of December 31, 2007 we had 40,823,219 shares of common stock issued and outstanding and owned by 20 shareholders of record. Of those 40,823,219 shares of common stock, 183,158 were free trading. No preferred shares have been issued.

Voting Rights

Each outstanding share having voting rights shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the shareholders. Except in the election of directors, as governed by the provisions of Article III of the bylaws, the vote of a majority of the shares voted on any matter at a meeting of shareholders which a quorum is present shall be act of the shareholders on that matter, unless the vote of a greater number is required by law or by the charter or by bylaws adopted by the shareholders of this Corporation.

The holders of each class of Preferred Stock shall have one vote for each full share of Common Stock into which a share of such class would be convertible on the record date for the vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited.

Dividend Rights

Holders of record of shares of common stock are entitled to receive dividends when and if declared by the board of directors out of funds of the company legally available thereof.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the assets of the Corporation available for distribution to its stockholders shall be distributed as follows:

The holders of the Convertible Preferred shall be entitled to receive, prior to the holders of the other classes of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred .

If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

After payment of the full amounts to the holders of Convertible Preferred as set forth above in paragraph (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock).

Preemptive Rights

Holders of common stock do not have any preemptive rights to subscribe for or to purchase any stock, obligations or other securities of the Company.

Registrar and Transfer Agent

Guardian Registrar & Transfer, Inc., 7951 Southwest Sixth Street, Suite 216, Plantation, Florida 33324 is our transfer agent and registrar of our common stock. Its telephone number is (727) 289-0069.

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Item 12 . Indemnification of Directors and O fficers

The Corporation will indemnify to the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes, as in effect at the time of the determination, any current or former director or officer of the Corporation who was or is a party or is threatened to be made a party to any proceeding (other than a proceeding by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or any of its subsidiaries, against all expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the director or officer in connection with such proceeding if the director or officer acted in good faith and in a manner the director or officer reasonably believed was in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, the director or officer, in addition, had no reasonable cause to believe that the director’s or officer’s conduct was unlawful; provided, however, that the Corporation will not be required to indemnify any director or officer in connection with any proceeding (or part thereof): (i) initiated by such person or any proceeding by such person against the Corporation or its directors, officers, employees or other agents, or (ii) charging improper personal benefit to the director or officer in which the director or officer is adjudged liable on the basis that personal benefit was improperly received by the director or officer unless and only to the extent that the court conducting such proceeding or any other court of competent jurisdiction determines upon application that, despite the adjudication of liability, the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, unless: (A) such indemnification is expressly required to be made by law; (B) the proceeding was authorized by the Board of Directors of the Corporation; or (C) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under Title 7 of the Nevada Revised Statutes pertaining to Chapter 78 of the Nevada Revised Statutes. The rights of indemnification provided in this Item 4 will be in addition to any rights to which any such person may otherwise be entitled under any certificate or articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of stockholders or Board of Directors, or otherwise, which exists at or subsequent to the time such person incurs or becomes subject to such liability and expense.

Item 13 . Financial Statements and Supplementary Data

An unaudited balance sheet as of March 31, 2008, unaudited statements of operations for the three months ended March 31, 2008 and since March 9, 2006 (inception), an unaudited statement of stockholders’ equity (deficit) as of March 31, 2008, and unaudited statements of cash flows for the three months ended March 31, 2008 and 2007 and since March 9, 2006 (inception) are filed at the end of this Form 10. Also filed at the end of this Form 10 are balance sheets as of December 31, 2007 and 2006, statements of operations for the years ending December 31, 2007 and 2006 and since March 9, 2006 (inception), statements of stockholder’s equity (deficit) as of December 31, 2007 and 2006, and statements of cash flows for the years ending December 31, 2007 and 2006 and since March 9, 2006 (inception).

Item 14 . Changes in and Disagreements with Accountants on Accounting and Financial Disc losure

During the past five fiscal years or any later interim period our principal independent accountant has neither resigned, declined to stand for re-election, nor been dismissed by our directors.

Item 15 . Financial Statements and Exhi bits

Set forth below are the following combined financial statements for our company for the years ended December 31, 2007 and 2006 and the three months ended March 31, 2008 and 2007 (unaudited):

		Page
Report of Independent Accountant		F-1
Balance Sheet as of March 31, 2008		F-2
Statements of Operations for the three months ended March 31, 2008 and since March 9, 2006 (Inception)		F-3
Statements of Stockholders’ Equity (Deficit) as of March 31, 2008		F-4
Statements of Cash Flows for the three months ended March 31, 2008 and 2007 and since March 9, 2006 (Inception)		F-5
Notes to Financial Statements March 31, 2008		F-6
Balance Sheet as of December 31, 2007 and 2006		F-7
Statements of Operations for the years ending December 31, 2007 and 2006 and since March 9, 2006 (Inception) F-8
Statements of Stockholders’ Equity (Deficit) as of December 31, 2007 and 2006		F-9
Statements of Cash Flows for the years ending December 31, 2007 and 2006 and since March 9, 2006 (Inception)		F-10
Notes to Financial Statements December 31, 2007		F-11

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Index to Exhibits

The following exhibits are filed as a part of this Form 10 Registration Statement:

Exhibit No.		Description
3.1		Articles of Incorporation of Asia Pacific Entertainment, Inc.
3.1a		Amendment To Articles of Incorporation of Asia Pacific Entertainment, Inc.
3.1b		Amendment To Articles of Incorporation of Asia Pacific Entertainment, Inc.
3.2		Bylaws of Asia Pacific Entertainment, Inc.
4		Form of Stock Certificate
10.1		Promissory Note dated June 3, 2005
10.2		Promissory Note dated March 1, 2005

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SI GNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


	ASIA PACIFIC ENTERTAINMENT, INC.

	By:	/s/ Guoqiang Zhan
		Guoqianq Zhan, Chairman of the Board
June 5, 2008

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INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

		Page

Condensed Consolidated Balance Sheet as of March 31, 2008 and December 31, 2007		F-18
Condensed Consolidated Statements of Operations And Comprehensive Income for the Three Months Ended March 31, 2008 and 2007		F-19
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007		F-20
Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2008 and 2007		F-21
Notes to Condensed Consolidated Financial Statements		F-22

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Asia Pacific Entertainment, Inc and Subsidiary
(A Development Stage Company)
Unaudited Consolidated Balance Sheet
As of March 31, 2008 and December 31, 2007

ASSETS	March 31 2008			December 31 2007
CURRENT ASSETS
Cash and cash equivalents	$	-		$	-
TOTAL CURRENT ASSETS		-			-

FIXED ASSETS, NET		1,240			-

OTHER ASSETS
Prepaid expenses	$	84,895		$	82,771
TOTAL OTHER ASSETS		84,895			82,771

TOTAL ASSETS	$	86,135		$	82,771

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Other payables	$	8,945		$	8,455
Due to shareholders		177,298			138,317
TOTAL CURRENT LIABILITIES		186,243			146,772

TOTAL LIABILITIES		186,243			146,772

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none issued and outstanding		-			-
Common stock, $.001 par value, 50,000,000 shares authorized,
44,528,479 issued and outstanding		44,528			44,528
Additional paid in capital		397,816			397,816
Accumulated other comprehensive income		(29,685	)		(7,194	)
Retained earnings (deficit)		(512,767	)		(499,151	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(100,108	)		(64,001	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	86,135		$	82,771



The accompanying notes are an integral part of these financial statements.

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Asia Pacific Entertainment, Inc and Subsidiary
(A Development Stage Company)
Unaudited Consolidated Statements of Operation
For the Three Months Ended March 31, 2008 and 2007

					Cumulative Amount
					Cumulative Amount
					from March 9, 2006
			For the three months ended		(inception) to
			March 31, 2008	March 31, 2007	March 31, 2008
REVENUES
	Sales		$ -	$ -	$ -
	Cost of sales		-	-	-
		GROSS PROFIT	-	-	-

OPERATING EXPENSES
	Selling, general, and administrative		13,616	43,849	512,767
		TOTAL OPERATING EXPENSES	13,616	43,849	512,767

		OPERATING INCOME (LOSS)	(13,616)	(43,849)	(512,767)

	Non-business expenditure
		NET INCOME (LOSS) BEFORE TAXES	(13,616)	(43,849)	(512,767)

	INCOME TAX EXPENSE		-	-	-

	NET INCOME (LOSS)		(13,616)	(43,849)	(512,767)

OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation (loss) gain		(22,491)	(1,533)	(29,685)

COMPREHENSIVE INCOME (LOSS)			$ (36,107)	$ (45,382)	$ (542,452)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
	Basic		44,528,479	263,186

NET LOSS PER COMMON SHARE
	Basic		**	$ (0.17)



The accompanying notes are an integral part of these financial statements.

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Asia Pacific Entertainment, Inc and Subsidiary
(A Development Stage Company)
Unaudited Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2008 and 2007


							Cumulative Amount
							from March 9, 2006
	For the three months ended						(inception) to
	March 31, 2008			March 31, 2007			March 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(13,616	)	$	(43,849	)	$	(512,767	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		42			-			42
Common stock issued for settlement of shareholders loan		-			-			366,000
Prepaid expenses		(2,124	)		(5,000	)		(44,895	)
Accounts payable		490			-			8,945
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(15,208	)		(48,849	)		(182,675	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(1,282	)		-			(1,282	)
NET CASH USED IN FINANCING ACTIVITIES		(1,282	)		-			(1,282	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loan		38,981			50,382			182,234
Repayment of shareholder loan		-			-			(30,936	)
Capital contribution from stockholders		-			-			62,344
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		38,981			50,382			213,642

FOREIGN CURRENCY TRANSLATION		(22,491	)		(1,533.00	)		(29,685.00	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		-			-			-

CASH AND CASH EQUIVALENTS:
Beginning of period		-			-			-
End of period		-			-		$	-

SUPPLEMENTAL CASH FLOW INFORMATION:
Common stock issued for settlement of shareholders loan		-			-		$	366,000


The accompanying notes are an integral part of these financial statements.

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Asia Pacific Entertainment, Inc and Subsidiary
(A Development Stage Company)
Unaudited Consolidated Statement of Equity (Deficit)
For the three months Ended March 31, 2008

									Additional			Accumulated			Retained			Total
	Common Stock				Preferred Stock				Paid-in			Other Comprehensive			Earnings			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Income (Deficit)			(Deficit)			(Deficit)

Balance, January 1, 2006		10,268	$	10		-	$	-	$	(10	)				$	(26,000	)	$	(26,000	)

Capital Contribution										62,344									62,344

Foreign currency translations adjustment													1,414						1,414

Net (loss)																(188,688	)		(188,688	)

Balance, December 31, 2006		10,268	$	10		-	$	-	$	62,334		$	1,414		$	(214,688	)	$	(150,930	)


Recapitalization of equity due to reverse merger		812,951		813						(26,813	)					26,000		$	-

Issuance of new shares in reverse acquisition		40,000,000		40,000						(40,000	)							$	-

Conversion of debt-to-equity		305,260		305						25,695									26,000

Conversion of debt-to-equity		3,400,000		3,400						336,600									340,000

Capital contribution										40,000									40,000

Foreign currency translations adjustment													(8,608	)					(8,608	)

Net (loss)																(310,463	)		(310,463	)

Balance, December 31, 2007		44,528,479	$	44,528		-	$	-	$	397,816		$	(7,194	)	$	(499,151	)	$	(64,001	)


Foreign currency translations adjustment													(22,491	)

Net (loss)																(13,616	)

Balance, March 31, 2008		44,528,479	$	44,528		-	$	-	$	397,816		$	(29,685	)	$	(512,767	)	$	(100,108	)



The accompanying notes are an integral part of these financial statements.

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ASIA PACIFIC ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE － 1

BASIS OF PRESENTATION

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”). Among the disclosures required by SFAS 7 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

NOTE － 2

ORGANIZATION AND BUSINESS BACKGROUND

ASPC and Si Jian are hereinafter referred to as (the “Company”).

NOTE － 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

l	Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

l	Use of estimates

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the period reported. Actual results may differ from these estimates.

l	Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Si Jian.

All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

l	Impairment of long-lived assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” , long-lived assets and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to estimated discounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment as of March 31, 2008.

l	Revenue recognition

The company records revenue when it is earned and measurable. In accordance with the SEC’s Staff Accounting Bulletin No. 104, “ Revenue Recognition” , the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured.

l	Income taxes

The Company accounts for income taxes under the Financial Accounting Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes" "Statement 109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the period ended March 31, 2008.

l	Comprehensive income

SFAS No. 130, “ Reporting Comprehensive Income” , establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

l	Net income per share

The Company calculates net income per share in accordance with SFAS No. 128, “ Earnings per Share” . Basic net income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the three months. Diluted net income per share is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

l	Foreign currencies translation

The reporting currency of the Company is the United States dollar (“U.S. dollars”). Transactions denominated in currencies other than U.S. dollar at the average rate for the period. Monetary assets and liabilities denominated in currencies other than U.S. dollar are translated into U.S. dollar at the rates of exchange ruling at the balance sheet date. The resulting exchange differences are recorded in the other expenses in the condensed consolidated statement of operation and comprehensive income.

The Company’s subsidiary maintains its books and records in its local currency, the Renminbi Yuan (“RMB”), which is functional currency as being the primary currency of the economic environment in which its operations are conducted. In general, for consolidation purposes, the Company translates the subsidiary’s assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the

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ASIA PACIFIC ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE － 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – cont ’ d

l	Foreign currencies translation-cont’d

balance sheet date, and the statement of operations is translated at average exchange rates during the reporting period. Adjustments resulting from the translation of the subsidiary’s financial statements are recorded as accumulated other comprehensive income.

l	Fair value of financial instruments

The Company values its financial instruments as required by SFAS No. 107, “ Disclosures about Fair Value of Financial Instruments” . The estimated fair value amounts have been determined by the Company, using available market information and appropriate valuation methodologies. The estimates presented herein are not necessarily indicative of amounts that the Company could realize in a current market exchange.

The Company’s financial instruments primarily include cash and cash equivalents, copy rights, and accounts payable.

As of the balance sheet date, the estimated fair values of financial instruments were not materially different from their carrying values as presented due to short maturities of these instruments.

·	Related Parties

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

l	Fair Value Accounting

In September 2006, the FASB issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 were adopted January 1, 2008. In February 2008, the GASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The provisions of FSP FAS 157-2 are effective for the Company’s fiscal year beginning January 1, 2009. FAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FAS 157 are described below:

l	Fair Value Accounting-cont’d

Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity)

As of March 31, 2008, the Company has no financial assets or liabilities.

l	Recently issued accounting standards

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the results of its consolidated operations.

In September 2006, the FASB issued SFAS No.157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 will be effective for the Company starting January 1, 2008. Earlier adoption is permitted, provided the company has not yet issued financial statements, including for interim periods, for that fiscal year. The Company is currently evaluating the impact of SFAS 157 on its consolidated financial position, cash flows and results of operations.

On February 15, 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). This standard permits an entity to measure financial instruments and certain other items at estimated fair value. Most of the provisions of SFAS No. 159 are elective; however, the amendment to FASB No. 115, “ Accounting for Certain Investments in Debt and Equity Securities,” applies to all entities that own trading and available-for-sale securities. The fair value option created by SFAS 159 permits an entity to measure eligible items at fair value as of specified election dates. The fair value option (a) may generally be applied instrument by instrument, (b) is irrevocable unless a new election date occurs, and (c) must be applied to the entire instrument and not to only a portion of the instrument. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity (i) makes that choice in the first 120 days of that year, (ii) has not yet issued financial statements for any interim period of such year, and (iii) elects to apply the provisions of FASB 157. Management is currently evaluating the impact of SFAS 159, if any, on the Company’s financial statements.

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ASIA PACIFIC ENTERTAINMENT, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE － 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – cont ’ d

l	Recently issued accounting standards-cont’d

In December 2007, the FASB issued two new statements: (a.) SFAS No. 141 (revised 2007), Business Combinations, and (b.) No. 160, Noncontrolling Interests in Consolidated Financial Statements. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its consolidated financial statements.

(a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to : (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase.

(b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report noncontrolling (minority) interests in subsidiaries in the same manner, as equity but separate from the parent’s equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parent’s ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of FASB Statement No. 133 (“SFAS No. 161”). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.

NOTE － 4

PREPAID EXPENSES

The balance of prepaid expenses represented the amount the Company paid in advance in connection with the dinner show projects, including the fees to music composition, score compilation, recording and story book. The prepaid expenses will be amortized on the straight-line basis over the life of the 2009 dinner show project, which is expected to be several months.

NOTE － 5

GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE － 6

RELATED PARTY TRANSACTIONS

A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Amounts payable to the shareholder at March 31, 2008 was $177,298.

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ASIA PACIFIC ENTERTAINMENT, INC.

(FORMERLY EPROMO.COM INC.)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

Consolidated Balance Sheet as of December 31, 2007 and 2006		F-26
Consolidated Statements of Operations And Comprehensive Income for the period March 9, 2006 thru December 31, 2007		F-27
Consolidated Statements of Cash Flows for the period March 9, 2006 (Inception) thru December 31, 2007		F-28
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2007 and 2006		F-29
Notes to Consolidated Financial Statements		F-30

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Asia Pacific Entertainment, Inc and Subsidiary
Unaudited Consolidated Balance Sheet
As of December 31, 2007

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	-
TOTAL CURRENT ASSETS		-

OTHER ASSETS
Copy Rights	$	82,771
TOTAL OTHER ASSETS		82,771

TOTAL ASSETS	$	82,771

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	8,455
Due to shareholders		138,317
TOTAL CURRENT LIABILITIES		146,772

TOTAL LIABILITIES		146,772

STOCKHOLDERS' (DEFICIT)
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none issued and outstanding		-
Common stock, $.001 par value, 50,000,000 shares authorized,
44,528,479 issued and outstanding		44,528
Additional paid in capital		423,816
Accumulated other comprehensive income		(7,194)
Retained (deficit)		(525,151)
TOTAL STOCKHOLDERS' (DEFICIT)		(64,001)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	82,771



The accompanying notes are an integral part of these financial statements.

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Asia Pacific Entertainment, Inc and Subsidiary
Unaudited Consolidated Statements of Operations
For the Years Ended December 31, 2007 and 2006

			For the years ended December 31,
			2007	2006
REVENUES
	Sales		$ -	$ -
	Cost of sales		-	-
		GROSS PROFIT	-	-

OPERATING EXPENSES
	Selling, general, and administrative		310,463	188,688
		TOTAL OPERATING EXPENSES	310,463	188,688

		OPERATING (LOSS)	(310,463)	(188,688)

	Non-business expenditure		-	-
		NET (LOSS) BEFORE TAXES	(310,463)	(188,688)

	INCOME TAX EXPENSE		-	-

	NET (LOSS)		(310,463)	(188,688)

OTHER COMPREHENSIVE INCOME (LOSS)
	Foreign currency translation (loss) gain		(8,608)	1,414

COMPREHENSIVE (LOSS)			$ (319,071)	$ (187,274)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
	Basic		25,292,332	10,268

NET LOSS PER COMMON SHARE
	Basic		$ (0.01)	$ (18.24)



The accompanying notes are an integral part of these financial statements.

Table of Contents

Asia Pacific Entertainment, Inc and Subsidiary
Unaudited Consolidated Statements of Cash Flows
For the Years Ended December 31, 2007 and 2006

	For the years ended December 31,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(310,463	)	$	(188,688	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for settlement of shareholders loan		366,000
Accounts payable		8,455			-
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		63,992			(188,688	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of copy rights		(24,448	)		(18,323	)
NET CASH USED IN FINANCING ACTIVITIES		(24,448	)		(18,323	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loan		-			143,253
Repayment of shareholder loan		(30,936	)		-
Capital contribution from stockholders		-			62,344
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(30,936	)		205,597

FOREIGN CURRENCY TRANSLATION		(8,608	)		1,414

NET INCREASE IN CASH AND CASH EQUIVALENTS		-			-

CASH AND CASH EQUIVALENTS:
Beginning of period		-			-
End of period	$	-		$	-

SUPPLEMENTAL CASH FLOW INFORMATION:
Common stock issued for settlement of shareholders loan	$	366,000		$	-


The accompanying notes are an integral part of these financial statements.

Table of Contents

Asia Pacific Entertainment, Inc and Subsidiary
Unaudited Consolidated Statement of Equity (Deficit)
For the Years Ended December 31, 2007 and 2006

									Additional			Accumulated			Retained			Total
	Common Stock				Preferred Stock				Paid-in			Other Comprehensive			Earnings			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Income (Deficit)			(Deficit)			(Deficit)

Balance, January 1, 2006		10,268	$	10		-	$	-	$	(10	)				$	(26,000	)	$	(26,000	)

Capital Contribution										62,344									62,344

Foreign currency translations adjustment													1,414						1,414

Net (loss)																(188,688	)		(188,688	)

Balance, December 31, 2006		10,268	$	10		-	$	-	$	62,334		$	1,414		$	(214,688	)	$	(150,930	)


Recapitalization of equity due to reverse merger		812,951		813						(813	)							$	-

Issuance of new shares in reverse acquisition		40,000,000		40,000						(40,000	)							$	-

Conversion of debt-to-equity		305,260		305						25,695									26,000

Conversion of debt-to-equity		3,400,000		3,400						336,600									340,000

Capital Contribution										40,000									40,000

Foreign currency translations adjustment													(8,608	)					(8,608	)

Net (loss)																(310,463	)		(310,463	)

Balance, December 31, 2007		44,528,479	$	44,528		0	$	-	$	423,816		$	(7,194	)	$	(525,151	)	$	(64,001	)




The accompanying notes are an integral part of these financial statements.

Table of Contents

ASIA PACIFIC ENTERTAINMENT, INC.

(FORMERLY EPROMO.COM INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

(Currency expressed in United States Dollars (“US$”))

NOTE － 1

BASIS OF PRESENTATION

NOTE － 2

ORGANIZATION AND BUSINESS BACKGROUND

ASPC and Si Jian are hereinafter referred to as (the “Company”).

NOTE － 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

·	Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

·	Use of estimates

·	Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Si Jian.

All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

·	Impairment of long-lived assets

·	Revenue recognition

·	Income taxes

The Company accounts for income taxes under the Financial Accounting Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes" "Statement 109"). Under Statement 109, deferred tax

assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the period ended December 31, 2007.

·	Comprehensive income

·	Net income per share

·	Foreign currencies translation

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ASIA PACIFIC ENTERTAINMENT, INC.

(FORMERLY EPROMO.COM INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

(Currency expressed in United States Dollars (“US$”))

NOTE － 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – cont ’ d

·	Foreign currencies translation-cont’d

·	Fair value of financial instruments

The Company’s financial instruments primarily include cash and cash equivalents, copy rights, and accounts payable.

As of the balance sheet date, the estimated fair values of financial instruments were not materially different from their carrying values as presented due to short maturities of these instruments.

·	Related Parties

·	Fair Value Accounting

·	Fair Value Accounting-cont’d

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity)

As of December 31, 2007, the Company has no financial assets or liabilities.

·	Recently issued accounting standards

·	Recently issued accounting standards-cont’d

Table of Contents

ASIA PACIFIC ENTERTAINMENT, INC.

(FORMERLY EPROMO.COM INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

(Currency expressed in United States Dollars (“US$”))

NOTE － 4

PREPAID EXPENSES

NOTE － 5

CAPITAL TRANSACTIONS

2)	On May 30, 2007, the Company completed a stock exchange transaction with the equity owners of Si Jian and a total of 40,000,000 shares of common stock were issued.

3)	On July 12, 2007, pursuant to a convertible promissory note, dated June 3, 2005, the Company issued 305,260 shares of its common stock to convert a shareholders loan of $26,000 to equity, at a price of $0.085 per share.

4)	On August 30, 2007, pursuant to a convertible promissory note, dated March 1, 2005, the Company issued 3,400,000 shares of its common stock to convert a shareholders loan of $340,000 to equity, at a price of $0.10 per share.

5)	On December 11, 2007 a shareholder of the company paid expenses on behalf of the company. The payment was recorded as paid in capital.

NOTE － 6

GOING CONCERN

NOTE – 7

INCOME TAXES

United States of America

The Company is registered in the State of Nevada and is subject to United States of America tax law.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

There is no provision for income taxes due to continuing losses. At December 31, 2007, the Company has net operating loss carryforwards for tax purposes of approximately $34,455, which expire through 2027. The Company has recorded a valuation allowance that fully offsets deferred tax assets arising from net operating loss carryforwards because the likelihood of the realization of the benefit cannot be established.

The PRC

The Company’s subsidiary, Si Jian is subject to taxes in the PRC. Pursuant to the PRC Income Tax Laws, Si Jian is generally subject to enterprise income tax (“EIT”) at a statutory rate of 33% (30% national income tax plus 3% local income tax). There is no provision for income taxes due to continuing losses.

NOTE - 8

RELATED PARTY TRANSACTIONS

A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. Amounts payable to the shareholder at December 31, 2007 and 2006 were $138,317 and $169,253 respectively.

EXHIBIT 3.2

BYLAWS

TIBERON RESOURCES LTD.

ARTICLE I

OFFICES

1.1 REGISTERED OFFICE. The registered office of the Corporation required by the General Corporation Law of Nevada, Nevada Revised Statutes, 1957 ("NRS"), Chapter 78, to be maintained in Nevada may be, but need not be, identical with the principal office if in Nevada, and the address of the registered office may be changed from time to time by the Board of Directors.

1.2 PRINCIPAL OFFICE. The Corporation may have such other office or offices either within or outside of the State of Nevada as the business of the Corporation may require from time to time if so designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

2.1 ANNUAL MEETING. Unless otherwise designated by the Board of Directors, the annual meeting shall be held on the date and at the time and place fixed by the Board of Directors; provided, however, that the first annual meeting shall be held on a date that is within 18 months after the date on which the Corporation first has stockholders, and each successive annual meeting shall be held on a date that is within 18 months after the preceding annual meeting.

2.2 SPECIAL MEETINGS. Special meetings of stockholders of the Corporation, for any purpose, may be called by the Chairman of the Board, the president, any vice president, any two members of the Board of Directors, or the holders of at least 10% of all of the shares entitled to vote at such meeting. Any holder or holders of not less than 10% of all the outstanding shares of the Corporation who desire to call a special meeting pursuant to this Section 2 of Article II shall notify the president that a special meeting of the stockholders shall be called. Within 30 days after notice to the president, the president shall set the date, time, and location of a stockholders' meeting. The date set by the president shall be not less than 30 nor more than 120 days after the date of notice to the president. If the president fails to set the date, time, and location of special meeting within the 30-day time period described above, the stockholder or stockholders calling the meeting shall set the date, time, and location of the special meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

2.3 PLACE OF MEETING. The Board of Directors may designate any place, either within or outside the State of Nevada, as the place for any annual meeting or special meeting called by the Board of Directors. If no designation is made, or if a meeting shall be called otherwise than by the Board, the place of meeting shall be the Company's principal offices, whether within or outside the State of Nevada.

2.4 NOTICE OF MEETING. Written notice signed by an officer designated by the Board of Directors, stating the place, day, and hour of the meeting and the purpose for which the meeting is called, shall be delivered personally or mailed postage prepaid to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, such notice shall be directed to the stockholder at his address as it appears upon the records of the Corporation, and notice shall be deemed to have been given upon the mailing of any such notice, and the time of the notice shall begin to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

2.5 ADJOURNMENT. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

2.6 ORGANIZATION. The president or any vice president shall call meetings of stockholders to order and act as chairman of such meetings. In the absence of said officers, any stockholder entitled to vote at that meeting, or any proxy of any such stockholder, may call the meeting to order and a chairman shall be elected by a majority of the stockholders entitled to vote at that meeting. In the absence of the secretary or any assistant secretary of the Corporation, any person appointed by the chairman shall act as secretary of such meeting. An appropriate number of inspectors for any meeting of stockholders may be appointed by the chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the Corporation may be made, or may fix a day not more than 60 days before the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that day are entitled to notice or to vote at such meeting.

2.8 QUORUM. Unless otherwise provided by the Articles of Incorporation, one-third of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If fewer than one-third of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice for a period not to exceed 60 days at any one adjournment. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders so that less than a quorum remains.

If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation.

2.9 PROXIES. At all meetings of stockholders, a stockholder may vote by proxy, as prescribed by law. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 6 months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation.

2.10 VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of stockholders, except as may be otherwise provided in the Articles of Incorporation or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation. If the Articles of Incorporation or any such resolution provide for more or less than one vote per share for any class or series of shares on any matter, every reference in the Articles of Incorporation, these Bylaws and the General Corporation Law of Nevada to a majority or other proportion or number of shares shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the Articles of

Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the Articles of Incorporation, or the General Corporation Law of Nevada. Cumulative voting shall not be allowed. Unless the General Corporation Law of Nevada, the Articles of Incorporation, or these Bylaws provide for different proportions, an act of stockholders who hold at least a majority of the voting power and are present at a meeting at which a quorum is present is the act of the stockholders.

2.11 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given. The written consent must be filed with the minutes of the proceedings of the stockholders.

2.12 MEETINGS BY TELEPHONE. Unless other restricted by the Articles of Incorporation or these Bylaws, stockholders may participate in a meeting of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

ARTICLE III

DIRECTORS

3.1 BOARD OF DIRECTORS; NUMBER; QUALIFICATIONS; ELECTION. The Corporation shall be managed by a Board of Directors, all of whom must be natural persons at least 18 years of age. Directors need not be residents of the State of Nevada or stockholders of the Corporation. The number of directors of the Corporation shall be not less than one nor more than twelve. Subject to such limitations, the number of directors may be increased or decreased by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director. Subject to the provisions of Article III of the Corporation's Articles of Incorporation, each director shall hold office until the next annual meeting of shareholders or until his successor has been elected and qualified.

3.2 POWERS OF THE BOARD OF DIRECTORS: GENERALLY. Subject only to such limitations as may be provided by the General Corporation Law of Nevada or the Articles of Incorporation, the Board of Directors shall have full control over the affairs of the Corporation.

3.3 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors, which, to the extent provided in the resolution or resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place on a seal. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Articles of Incorporation or these Bylaws provide otherwise, the Board of Directors may appoint natural persons who are not directors to serve on committees.

3.4 RESIGNATION. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the president, any vice president, or the secretary of the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office.

3.5 REMOVAL. Except as otherwise provided in the Articles of Incorporation, any director may be removed, either with or without cause, at any time by the vote of the stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power.

3.6 VACANCIES. All vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the Articles of Incorporation. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director elected to fill a vacancy caused by an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor has been elected and has qualified.

3.7 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the annual meeting of stockholders. The Board of Directors may provide by resolution the time and place, either within or outside the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.

3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the president or a one-third of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the Board of Directors called by them.

3.9 NOTICE. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address. Any director may waive notice of any meeting. A director's presence at a meeting shall constitute a waiver of notice of such meeting if the director's oral consent is entered on the minutes or by taking part in the deliberations at such meeting without objecting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.10 QUORUM. A majority of the number of directors elected and qualified at the time of the meeting shall constitute a quorum for the transaction of business at any such meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.11 MANNER OF ACTING. If a quorum is present, the affirmative vote of a majority of the directors present at the meeting and entitled to vote on that particular matter shall be the act of the Board, unless the vote of a greater number is required by law or the Articles of Incorporation.

3.12 COMPENSATION. By resolution of the Board of Directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings; a fixed sum for attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

3.13 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee. The written consent must be filed with the minutes of the proceedings of the Board or committee.

3.14 MEETINGS BY TELEPHONE. Unless other restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

ARTICLE IV

OFFICERS AND AGENTS

4.1 OFFICERS OF THE CORPORATION. The Corporation shall have a president, a secretary, and a treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may appoint one or more vice presidents and such other officers, assistant officers, committees, and agents, including a chairman of the board, assistant secretaries, and assistant treasurers, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. One person may hold any two or more offices. The officers of the Corporation shall be natural persons 18 years of age or older. In all cases where the duties of any officer, agent, or employee are not prescribed by the Bylaws or by the Board of Directors, such officer, agent, or employee shall follow the orders and instructions of (a) the president, and if a chairman of the board has been elected, then (b) the chairman of the board.

4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by the Board of Directors annually at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until the first of the following occurs: until his successor shall have been duly elected and shall have qualified; or until his death; or until he shall resign; or until he shall have been removed in the manner hereinafter provided.

4.3 REMOVAL. Any officer or agent may be removed by the Board of Directors or by the executive committee, if any, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4.4 VACANCIES. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.

4.5 PRESIDENT. The president shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the Corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents, and employees. He shall, unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, or shall execute, on behalf of the Corporation, written instruments appointing a proxy or proxies to represent the Corporation, at all meetings of the stockholders of any other corporation in which the Corporation shall hold any stock. He may, on behalf of the Corporation, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy as aforesaid, may vote the stock so held by the Corporation and may execute written consents and other instruments with respect to such stock and may exercise any and all rights and powers incident to the ownership of said stock, subject however to the instructions, if any, of the Board of Directors. The president shall have custody of the treasurer's bond, if any. If a chairman of the board has been elected, the chairman of the board shall have, subject to the direction and modification of the Board of Directors, all the same responsibilities, rights, and obligations as described in these Bylaws for the president.

4.6 VICE PRESIDENTS. The vice presidents, if any, shall assist the president and shall perform such duties as may be assigned to them by the president or by the Board of Directors. In the absence of the president, the vice president designated by the Board of Directors or (if there be no such designation) the vice president designated in writing by the president shall have the powers and perform the duties of the president. If no such designation shall be made, all vice presidents may exercise such powers and perform such duties.

4.7 SECRETARY. The secretary shall perform the following: (a) keep the minutes of the proceedings of the stockholders, executive committee, and the Board of Directors;(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and affix the seal to all documents when authorized by the Board of Directors; (d) keep, at the Corporation's registered office or principal place of business within or outside Nevada, a record containing the names and addresses of all stockholders and the number and class of shares held by each, unless such a record shall be kept at the office of the Corporation's transfer agent or registrar; (e) sign with the president or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, unless the Corporation has a transfer agent; and (g) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

4.8 TREASURER. The treasurer shall be the principal financial officer of the Corporation and shall have the care and custody of all funds, securities, evidences of indebtedness, and other personal property of the Corporation, and shall deposit the same in accordance with the instructions of the Board of Directors. He shall receive and give receipts and acquittances for monies paid in or on account of the Corporation, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature upon maturity. He shall perform all other duties incident to the office of the treasurer and, upon request of the Board, shall make such reports to it as may be required at any time. He shall, if required by the Board, give the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his duties and for the restoration to the Corporation of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Corporation. He shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.

The treasurer shall also be the principal accounting officer of the Corporation. He shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state, and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations.

4.9 SALARIES. Officers of the Corporation shall be entitled to such salaries, emoluments, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

4.10 BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of that officer's or agent's duties and offices.

ARTICLE V

STOCK

5.1 CERTIFICATES. The shares of stock shall be represented by consecutively numbered certificates signed in the name of the Corporation by its president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary, and shall be sealed with the seal of the Corporation, or with a facsimile thereof. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as the registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificates, or whose facsimile signature has been used thereon, had not ceased to be an officer of the Corporation. If the Corporation is authorized to issue shares of more than one class or more than one series of any class, each certificate shall set forth upon the face or back of the certificate or shall state that the Corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series, so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation's organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate or a statement that the shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors. No certificate shall be issued until the shares represented thereby are fully paid.

5.2 RECORD. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the Corporation.

5.3 CONSIDERATION FOR SHARES. Shares shall be issued for such consideration, expressed in dollars (but not less than the par value thereof) as shall be fixed from time to time by the Board of Directors. That part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed the consideration for the issuance of such dividend shares. Such consideration may consist, in whole or in part, of money, promissory notes, other property, tangible or intangible, or in labor or services actually performed for the Corporation, contracts for services to be performed or other securities of the Corporation.

5.4 CANCELLATION OF CERTIFICATES. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen, or destroyed certificates.

5.5 LOST CERTIFICATES. In case of the alleged loss, destruction, or mutilation of a certificate of stock, the Board of Directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The Board of Directors may in its discretion require a bond, in such form and amount and with such surety as it may determine, before issuing a new certificate.

5.6 TRANSFER OF SHARES. Upon surrender to the Corporation or to a transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and such documentary stamps as may be required by law, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock book of the Corporation which shall be kept at its principal office or by its registrar duly appointed.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.

5.7 TRANSFER AGENTS, REGISTRARS, AND PAYING AGENTS. The Board may at its discretion appoint one or more transfer agents, registrars, and agents for making payment upon any class of stock, bond, debenture, or other security of the Corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.1 INDEMNIFICATION; ADVANCEMENT OF EXPENSES. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.751), as the same now exists or may hereafter be amended or supplemented, the Corporation shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding. Employees, agents, and other persons may be similarly indemnified by the Corporation, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors. No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event

arising prior to the date of such amendment.

6.2 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Corporation may purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person's status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

ARTICLE VII

ACQUISITION OF CONTROLLING INTEREST

7.1 ACQUISITION OF CONTROLLING INTEREST. The provisions of the General Corporation Law of Nevada pertaining to the acquisition of a controlling interest (currently set forth NRS 78.378 to 78.3793, inclusive), as the same now exists or may hereafter be amended or supplemented, shall not apply to the Corporation.

ARTICLE VIII

EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;

DEPOSITS; PROXIES

8.1 EXECUTION OF INSTRUMENTS. The president or any vice president shall have the power to execute and deliver on behalf of and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless authorized to do so by these Bylaws or by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

8.2 LOANS. The Corporation may lend money to, guarantee the obligations of, and otherwise assist directors, officers, and employees of the Corporation, or directors of another corporation of which the Corporation owns a majority of the voting stock, only upon compliance with the requirements of the General Corporation Law of Nevada.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

8.3 CHECKS AND ENDORSEMENTS. All checks, drafts, or other orders for the payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall be signed or endorsed by such officers or agents of the Corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

8.4 DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the Corporation's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign, and deliver for collection and deposit checks, drafts, and other orders for the payment of money payable to the Corporation or its order.

8.5 PROXIES. Unless otherwise provided by resolution adopted by the Board of Directors, the president or any vice president may from time to time appoint one or more agents or attorneys-in-fact of the Corporation, in the name and on behalf of the Corpora tion, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association, or other entity any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, association, or other entity or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, association, or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

8.6 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

ARTICLE IX

MISCELLANEOUS

9.1 WAIVERS OF NOTICE. Whenever notice is required by the General Corporation Law of Nevada, by the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the director, stockholder, or other person entitled to said notice, whether before, at, or after the time stated therein, or his appearance at such meeting in person or (in the case of a stockholders' meeting) by proxy, shall be equivalent to such notice.

9.2 CORPORATE SEAL. The Board of Directors may adopt a seal circular in form and bearing the name of the Corporation, the state of its incorporation, and the word "Seal" which, when adopted, shall constitute the seal of the Corporation. The seal may be used by causing it or a facsimile of it to be impressed, affixed, manually reproduced, or rubber stamped with indelible ink.

9.3 FISCAL YEAR. The Board of Directors may, by resolution, adopt a fiscal year for the Corporation.

9.4 AMENDMENT OF BYLAWS. The provisions of these Bylaws may at any time, and from time to time, be amended, supplemented or repealed by the Board of Directors.

9.5 UNIFORMITY OF INTERPRETATION AND SEVERABILITY. These Bylaws shall be so interpreted and construed as to conform to the Articles of Incorporation and the laws of the State of Nevada or of any other state in which conformity may become necessary by reason of the qualification of the Corporation to do business in such state, and where conflict between these Bylaws, the Articles of Incorporation or the laws of such a state has arisen or shall arise, these Bylaws shall be considered to be modified to the extent, but only to the extent, conformity shall require. If any provision hereof or the application thereof shall be deemed to be invalid by reason of the foregoing sentence, such invalidity shall not affect the validity of the remainder of these Bylaws without the invalid provision or the application thereof, and the provisions of these Bylaws are declared to be severable.

9.6 EMERGENCY BYLAWS. Subject to repeal or change by action of the stockholders, the Board of Directors may adopt emergency bylaws in accordance with and pursuant to the provisions of the laws of the State of Nevada.

SECRETARY'S CERTIFICATION

The undersigned Secretary of Tiberon Resources Ltd. (the "Corporation") hereby certifies that the foregoing Bylaws are the Bylaws of the Corporation adopted by the Board of Directors as of the 10th day of April, 1998.

By /s/LEROY HALTERMAN

Leroy Halterman

Secretary