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Wednesday, January 23, 2008 3:46:20 AM
QUOTE Posted by Rascia: Back in July their Legal Team did work on that aspect. Then they realized that the Chinese Government required an SPC. It was determined then to Reverse Merge with Haorizi Good Life China via the SPC (Asia Pacific Enterprises Limited). After doing this much they have now complied with Chinese Regulations. /QUOTE
QUOTE: Pink Sheets News Service Jul 29, 2007. In other Company news, senior management reports that there will be a 2-3 week delay in obtaining 'Pink Checkmark' status from the Pink Sheets. /QUOTE
QUOTE: Pink Sheets News Service November 28, 2007. Beijing China— Beijing China, November 28, 2007 - Esprit Financial Group Inc. (ESPRIT) (EFGO.PK) is pleased to announce that it has signed a firm and binding agreement to complete a reverse merger with Hebei Haorizi Company Ltd.., a China based company.
The merged companies will undergo a name change, including a new ticker symbol and CUSIP number prior to December 31 2007. /QUOTE
QUOTE: Pink Sheets News Service Monday December 3, 2007 - Esprit Financial Group (Esprit) (EFGO)CEO Mr. Garr Winters announced the Company's intent to achieve fully reporting Pink Sheet company status.
Mr. Winters advised; "One of the final objectives for Esprit this year was to uplist to either a fully reporting Pink Sheet or OTCBB, based on results related to potential deals in China. With the recently announced merger with Haorizi, Esprit management believes it is in the best interests of our shareholders to become a fully reporting Pink Sheet company".
In order to execute the reverse merger with Haorizi, it was necessary to set up a Special Purpose Company (SPC), as previously announced, due to the Chinese regulatory environment. The regulations related to SPCs mandates that the Company can only begin trading as a Pink Sheet company, and preclude uplisting to an OTCBB or major exchange.
To that extent, management has negotiated and signed a preliminary Letter of Intent with an existing fully reporting Pink Sheet Company to achieve this objective in as short and cost-effective manner as possible.
It is anticipated that this transaction will take the form of a 'purchase of assets' ideally for a combination of stock and cash. The intent is to complete this transaction before December 31st, 2007 in concert with the finalization of the paperwork for the merger with Haorizi.
A new ticker symbol and name change to Good Life China will immediately follow the transaction.
Once the Company merges with the fully reporting entity, we will immediately apply for a name change to Good Life China and a new Ticker symbol. /QUOTE
IMPORTANTLY:
As of January 22, 2008 at close of business EFGO is not a fully reporting Pink Sheet company.
As of January 22, 2008 at close of business Haorizi Good Life has not been merged into a fully reporting Pink Sheet company through a ‘purchase of assets’ transaction.
As of January 22, 2008 at close of business there has been no cusip or name change of the non reporting Stop designated Pink Sheet company that Haorizi Good Life was merged into through a ‘purchase of assets’ transaction.
As of January 22, 2008 at close of business no shares of Haorizi Good Life China have been disbursed into the accounts of shareholders on a 'pari passu' basis.
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