Sing Kung Ltd. is a holding company incorporated in the British Virgin Islands in 2007. Sing Kung owns a 100% interest in Century City Infrastructure Co., Ltd. (“Century City”), a wholly-foreign-owned enterprise that it formed in the PRC in 2007. Following its formation, Century City entered into a series of agreements to acquire Sing Kung’s predecessor, Shanghai New Century City Development, Ltd (“SNC”), which initiated the Company’s business that plans and implements municipal infrastructure and development projects in the PRC in 2005. According to the agreements, Century City will have total operating control over and a 100% economic interest in the net income and activities of SNC while the acquisition was pending. On May 15, 2008, InterAmerican Acquisition Group, Inc. (“IAG”) entered into a stock purchase agreement (“Purchase Agreement”) with Sing Kung, pursuant to which IAG intends to acquire those shares of Sing Kung (the “Sing Kung Acquisition”).

The parties to the SNC acquisition are working diligently to consummate the transaction prior to the end of October 2008. Although there can be no assurance that this schedule objective will be met, we deem it probable that the acquisition will be concluded. We sometimes use the term “Sing Kung” herein to refer to the combined business of Sing Kung, Ltd, Century City and SNC and we sometimes refer to Century City and SNC as “subsidiaries”.

For purposes of effecting the Sing Kung Acquisition, IAG will form China New Cities Construction, Ltd. ("CNC") as a wholly-owned British Virgin Islands subsidiary. At the closing (the “Closing”) of the Sing Kung Acquisition, IAG will merge with and into CNC (the “IAG Merger”) for the purpose of re-domesticating outside of the United States.