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o
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Preliminary
Information Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
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x
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Definitive
Information Statement
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S
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No
fee required.
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£
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is
calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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£
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Fee
paid previously with preliminary materials.
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£
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No:
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3)
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Filing
Party:
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4)
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Date
Filed:
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Name
of Beneficial Owner and Address (1)
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Number
of Shares of Common Stock Beneficially Owned
(2)
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Percent
of Shares of Common Stock Beneficially Owned
(3)
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||
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Hu
Xiaoming, CEO, President, and Director
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-0-
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-0-
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Hu
Wangyuan, Vice President and Director
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-0-
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-0-
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Ying
Jinfeng, Director
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-0-
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-0-
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Zhu
Xiaoying, Director
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-0-
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-0-
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Zheng
Mingyang, Director
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-0-
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-0-
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Xie
Kepei, Director
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-0-
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-0-
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Excelvantage
Group Limited
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12,000,000
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60.12
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%
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Ho
Man Tim (4)
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12,000,000
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60.12
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%
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Peter
Dodge
701
North Green Valley Parkway #200
Henderson,
Nevada 89074
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3,000,000
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15.03
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%
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All
Executive Officers and Directors
as
a Group (6 persons)
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-0-
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-0-
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(1)
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Unless
otherwise indicated, the address is Jinhua Industrial Park, Jinhua,
Zhejiang Province, PRC 321016.
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(2)
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Under
Rule 13d-3, a beneficial owner of a security includes any person
who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which
includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition
of
shares. Certain shares may be deemed to be beneficially owned by
more than
one person (if, for example, persons share the power to vote or the
power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire
the
shares (for example, upon exercise of an option) within 60 days of
the
date as of which the information is provided. In computing the
percentage ownership of any person, the amount of shares outstanding
is
deemed to include the amount of shares beneficially owned by such
person
(and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of
any person as shown in this table does not necessarily reflect the
person's actual ownership or voting power with respect to the number
of
shares of common stock actually outstanding.
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(3)
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Pursuant
to the terms of the Share Exchange Agreement, we anticipate that,
following the cancellation of 12,000,000 shares of Stone Mountain’s common
stock held by Peter Dodge, Stone Mountain’s prior sole director and
majority shareholder, Stone Mountain will issue approximately 12,000,000
common shares to the Continental Shareholder equal to approximately
60.12%
of the issued and outstanding common shares of the Company as of
the
Closing Date of the Share Exchange Agreement. Accordingly, we
anticipate that there will be approximately 19,961,000 common shares
issued and outstanding on the Closing Date of the Share Exchange
Agreement.
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(4)
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Through
his position as a stockholder in Excelvantage Group Limited, Ho Man
Tim
has the power to dispose of or direct the disposition of the one
(1) share
of Common Stock he owns in Excelvantage Limited Group. As a
result, Ho Man Tim may, under the rules of the Securities and Exchange
Commission, be deemed to be the beneficial owner of the shares of
Common
Stock. Ho Man Tim disclaims beneficial ownership of the shares
of Common Stock reported as beneficially owned by him, except to
the
extent of his pecuniary interest as a stockholder of Excelvantage
Group
Limited.
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1.
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Annual
Report on Form 10-KSB for the year ended March 31,
2007;
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2.
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Quarterly
Report on Form 10-QSB for the quarter ended December 31,
2006;
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3.
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Quarterly
Report on Form 10-QSB for the year ended September 30, 2006;
and
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4.
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Quarterly
Report on Form 10-QSB for the quarter ended June 30,
2006;
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By
Order of the Board of Directors
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/s/
Hu Xiaoming
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Hu
Xiaoming
Chairman
of the Board of Directors and Chief Executive
Officer
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