PRC of high quality iron, manganese, aluminum, copper, phosphorous and other ores which are necessary to meet the PRC's demand for smelting and other industrial uses. There are also acute shortages of diamonds, platinum, chromite and sylvite in the PRC. The PRC relies heavily on international trade to meet its demand for these minerals. As stated in such White Papers of Government, the PRC's total volume of imports and exports of mineral products reached over US$111 billion in 2002, accounting for approximately 18% of the PRC's total volume of imports and exports.

Fast economic growth further accelerates demand for natural resources in the PRC.    The PRC is at a stage of rapid industrialization. Similar to the experience of other industrialized countries, the rapid growth of the manufacturing sector in the PRC has resulted in increased consumption of minerals and natural resources. However, due to the limited amount of certain natural resources available in the PRC, the amount of initial investment required to develop and construct a facility to extract such natural resources, and the construction period associated with constructing such facility, we believe that the natural resource industry's output will, in the near term, be insufficient to meet the demands of the PRC's manufacturing sector. According to a Wall Street Journal article dated January 14, 2004, in 2003, the PRC's gross domestic product grew approximately 8.5%. In a paper entitled the "Statistical Communique on the 2003 National Economic and Social Development," published by the National Bureau of Statistics of China on February 26, 2004, the manufacturing sector in the PRC grew approximately 12.5% from 2002, while the mining sector grew only approximately 2.5%. As a result, in 2003, the price of raw materials, energy and power in the PRC increased approximately 4.8% over the previous year while the consumer price index in the PRC increased only approximately 1.2% over the same period of time. We believe the imbalance between the supply of mineral resources yielded by the natural resource industry in the PRC and the demands of the PRC's manufacturing sector will become even greater as the PRC's economy continues to grow.

The Chinese minerals industry was one of the last industries opened to foreign investors.    Since mineral resources played and continue to play a crucial role in the PRC's economy, the government has made large investments to develop this industry and as a result, state-owned enterprises dominate the industry. According to the Invest in China website organized by the Foreign Investment Administration of the PRC government's Ministry of Commerce even though there are only about 8,000 state-owned enterprises among approximately 153,000 mining companies, the state-owned sector accounts for approximately 60% of total production of PRC mineral products. There are approximately 140,000 non state-owned enterprises which are primarily comprised of small and middle sized companies, according to the White Papers of Government. The PRC mineral sector was not open to foreign investors until 2000, when the PRC committed to its entrance into the World Trade Organization. As a result of foreign industry being restricted from entering the PRC mineral resource sector until 2000, state-owned enterprises have developed a competitive advantage over foreign private industry operating in the PRC.

Foreign investment in the PRC mineral industry is beginning to change the landscape of the PRC mineral industry. According to the Invest in China website organized by the Foreign Investment Administration of the PRC government's Ministry of Commerce in 2002 alone, there were about 164 foreign direct investments in the PRC mineral industry amounting to approximately US$381 million. The PRC government has continued to open up its mineral industry and further accelerate privatization of the state-owned enterprises in order to increase its domestic capability to supply mineral resources. The PRC government has adopted policies, such as the "Opinions on Further Encouraging Foreign Investment at Present" in August 1999, the revised "Directory of Industries for Foreign Investment" in March 2002, and the "Catalogue of Dominant Industries for Foreign Investment in the Central and Western Regions" in June 2000, to encourage foreign capital investments and importation of technology to exploit the PRC's mineral resources, to make use of foreign markets and foreign mineral resources and to assist Chinese mining enterprises and mineral products in entering the international markets.

China issued the "Opinions on Further Encouraging Foreign Businesses to Make Investment in Exploring and Exploiting Mineral Resources Other Than Oil and Gas" in October 2000, which further opened the prospecting and mining industries to allow foreign investors to start prospecting ventures in China, either exclusively or in cooperation with Chinese partners. These October 2000 opinions

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guaranteed foreign investors' legal priority rights to exploit mineral resources of economic value in established zones. According to provisions of the "Directory of Industries for Foreign Investment," foreign businesses which make exclusive investments, establish joint ventures or cooperate with Chinese enterprises in exploiting mineral resources are exempted from mineral resources compensation fees for five years. We anticipate that these recently-adopted policies of the Chinese government, along with others, will substantially change the ownership structure of the PRC mineral industry in the near future.

Government regulations of our proposed industry

In general, there are three sets of laws governing foreign ownership of businesses in China: the "Sino-foreign Equity Joint-Venture Law," the "Sino-foreign Cooperative Law" and the "Wholly Foreign-owned Enterprise Law." These laws, along with the PRC's "Company Law" and "Contract Law," formulate the general framework for owning and operating a business in the PRC. The foreign joint-venture laws have been in place for over 20 years and are relatively well developed and predictable. In 2003 alone, the PRC received approximately US$53 billion in foreign direct investments.

In the natural resources sector, the PRC has enacted a series of laws and regulations over the past 20 years. The "China Mineral Resources Law" declares state ownership of all mineral resources in the PRC. However, mineral exploration rights can be purchased, sold and transferred by the PRC to foreign owned companies. Under the law, the central government has issued detailed rules and regulations including the "regulation on mineral resource survey and registration" and the "regulation on mineral resource exploration." The government also publishes the "Guidance on Foreign Direct Investment" and the "Guiding Catalogue of Foreign Investment Projects", which classify into four categories the industries and specific types of minerals in the PRC and their availability to foreign direct investments, which categories are either: "encouraged," "permitted," "restricted" or "prohibited." For example, minerals with radiation, such as uranium, are prohibited from survey exploration by any non-state entity, including foreign owned companies. Minerals such as gold, silver, tungsten, are "restricted" from foreign ownership, while foreign investments in minerals such as ore, copper, tin, lead and aluminum are "encouraged." Subject to the type of mineral resources to be explored, foreign companies exploring mineral resources may be required to take a specific corporate form in order to comply with PRC laws and regulations (such as a joint venture or cooperative joint venture with a PRC national or to be majority owned by a PRC national). In recent years, the PRC government has encouraged foreign direct investment into the west inland of China (where most of the unexplored mineral resources are located) and has permitted foreign investors to own all or a majority of the companies exploring mineral resources that would otherwise be in the "restricted" category.

To implement government policy in natural resource–related industries, the PRC issued several types of permits and certificates to related businesses such as: "Permit for mineral survey," "Permit for mineral exploration" and "Permit for land use." Holders of the permits are required to pay a one-time fee for such permit. The fees are determined in one of several ways – by a professional evaluator licensed with the government, through a public auction or through bidding. The right that the permits represent may be exploited or they may be purchased, sold or otherwise transferred. The permits normally specify the location, area, type of mineral, scale of production and time period. Other than normal business licenses, the smelting and processing businesses usually do not require any special permits discussed above. Imports and exports of various mineral resources require quota licenses, which are issued by the PRC's Ministry of Business. The list of mineral resources subject to such quota licenses is published annually. It is anticipated that foreign ownership in the PRC mineral resources industry will be further accessible with the development of the PRC's economy and the integration of the PRC into the world economy.

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Effecting a business combination

General

Although substantially all of the net proceeds of this offering are intended to be applied generally toward effecting a business combination as described in this prospectus, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in us without an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares in the United States, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth.

We have not identified a target business

To date, we have not selected any target business on which to concentrate our search for a business combination. Accordingly, there is no basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination. To the extent we effect a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings; we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of target businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, who may present solicited or unsolicited proposals. Our officers and directors and their affiliates may also bring to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finder's fee or other compensation. In no event, however, will we pay any of our existing officers, directors or stockholders or any entity with which they are affiliated any finder's fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination.

Selection of a target business and structuring of a business combination

Subject to the requirement that our initial business combination must be with a target business with a fair market value that is at least 80% of our net assets at the time of such acquisition, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. Although our efforts in identifying a prospective target business will not be limited to a particular industry, we initially intend to focus our search on target businesses in the PRC that are engaged in the mineral industry. In evaluating a prospective target business, our management will consider, among other factors, the following:

•	financial condition and results of operation;

•	resource reserves and sustainable growth;

•	experience and skill of management and availability of additional personnel;

•	capital requirements;

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•	competitive position;

•	stage of development of the products, processes or services;

•	degree of current or potential market acceptance of the products, processes or services;

•	regulatory environment of the industry; and

•	costs associated with effecting the business combination.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which will be made available to us.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

The initial target business that we acquire must have a fair market value equal to at least 80% of our net assets at the time of such acquisition. The fair market value of such business will be determined by our board of directors based upon standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value. If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm which is a member of the National Association of Securities Dealers, Inc. with respect to the satisfaction of such criteria. Since any opinion, if obtained, would merely state that fair market value meets the 80% of net assets threshold, it is not anticipated that copies of such opinion would be distributed to our stockholders, although copies will be provided to stockholders who request it. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business does have sufficient fair market value.

Probable lack of business diversification

While we may seek to effect business combinations with more than one target business, our initial business combination must be with a target business which satisfies the minimum valuation standard at the time of such acquisition, as discussed above. Consequently, it is probable that we will have the ability to effect only a single business combination. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may

•	subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and

•	result in our dependency upon the continued market expansion of a single or limited number of natural resources

•	lead to substantial reduction of demand for the natural resources we acquire in case of substitute product or technology being developed in the future.

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Limited ability to evaluate the target business' management

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business' management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our directors, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following a business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our directors will have significant experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Opportunity for stockholder approval of business combination

Prior to the completion of a business combination, we will submit the transaction to our stockholders for approval, even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law. In connection with seeking stockholder approval of a business combination, we will furnish our stockholders with proxy solicitation materials prepared in accordance with the Securities Exchange Act of 1934, which, among other matters, will include a description of the operations of the target business and audited historical financial statements of the business.

In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering in accordance with the vote of the public stockholders owning a majority of the shares of our common stock sold in this offering. This voting arrangement shall not apply to shares included in units purchased in this offering or purchased following this offering in the open market by any of our existing stockholders, officers and directors. We will proceed with the business combination only if the public stockholders, who own at least a majority of the shares of common stock sold in this offering, vote in favor of the business combination and less than 20% of the shares held by public stockholders acquired in this offering are converted pursuant to the conversion rights described in the next paragraph.

Conversion rights

At the time we seek stockholder approval of any business combination, we will offer each public stockholder the right to have his or her shares of common stock converted into cash if he or she votes against the business combination and the business combination is approved and completed. The actual per-share conversion price will be equal to the amount in the trust fund, inclusive of any interest, as of the record date for determination of stockholders entitled to vote on the business combination, divided by the number of shares sold in this offering. Without taking into any account interest earned on the trust fund, the initial per-share conversion price would be $5.10, or $.90 less than the per-unit offering price of $6.00. An eligible stockholder may request conversion at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose, but the request will not be granted unless the stockholder votes against the business combination and the business combination is approved and completed. Any request for conversion, once made, may be withdrawn at any time up to the date of the meeting. It is anticipated that the funds to be distributed to stockholders entitled to convert their shares who elect conversion will be distributed promptly after completion of a business combination. Any public stockholder who converts stock into her share of the trust fund still has the right to exercise the warrants that she received as part of the units. We will not complete any business combination if public stockholders, owning 20% or more of the shares sold in this offering, exercise their conversion rights.

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Liquidation if no business combination

If we do not complete a business combination within 18 months after the consummation of this offering, or within 24 months if the extension criteria described below have been satisfied, we will be dissolved and will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount in the trust fund, inclusive of any interest, plus any remaining net assets. Following our dissolution, we would no longer exist as a corporation. Our existing stockholders have waived their rights to participate in any liquidation distribution with respect to shares of common stock owned by them immediately prior to this offering. There will be no distribution from the trust fund with respect to our warrants.

If we were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust fund, and without taking into account interest, if any, earned on the trust fund, the initial per-share liquidation price would be $5.10, or $.90 less than the per-unit offering price of $6.00. The proceeds deposited in the trust fund could, however, become subject to the claims of our creditors which could be prior to the claims of our public stockholders. We cannot assure you that the actual per-share liquidation price will not be less than $5.10, plus interest, due to claims of creditors. Each member of our board of directors has agreed pursuant to an agreement with us and Broadband Capital Management that, if we liquidate prior to the consummation of a business combination, they will be personally liable to pay debts and obligations to vendors or other entities that are owed money by us for services rendered or products sold to us in excess of the net proceeds of this offering not held in the trust account. We cannot assure you that our directors would be able to satisfy those obligations.

If we enter into either a letter of intent, an agreement in principle or a definitive agreement to complete a business combination prior to the expiration of 18 months after the consummation of this offering, but are unable to complete the business combination within the 18-month period, then we will have an additional six months in which to complete the business combination contemplated by the letter of intent, agreement in principle or definitive agreement. If we are unable to do so by the expiration of the 24-month period from the consummation of this offering, we will then liquidate. Upon notice from us, the trustee of the trust fund will commence liquidating the investments constituting the trust fund and will turn over the proceeds to our transfer agent for distribution to our stockholders. We anticipate that our instruction to the trustee would be given promptly after the expiration of the applicable 18-month or 24-month period.

Our public stockholders shall be entitled to receive funds from the trust fund only in the event of our liquidation or if the stockholders seek to convert their respective shares into cash upon a business combination which the stockholder voted against and which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust fund.

Competition

In identifying, evaluating and selecting a target business, we expect to encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further:

•	our obligation to seek stockholder approval of a business combination may delay the completion of a transaction;

•	our obligation to convert into cash shares of common stock held by our public stockholders in certain instances may reduce the resources available to us for a business combination; and

•	our outstanding warrants and options, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

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Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as us in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business in the PRC and elsewhere. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Facilities

We maintain our executive offices at c/o Fu & Tong LLC, 245 Park Avenue, New York, New York. Fu & Tong LLC charges us a $500 per-month fee for general and administrative services pursuant to a letter agreement between us and Fu & Tong LLC. We consider our arrangement with Fu & Tong LLC adequate for our current operations.

Employees

We have five directors, two of whom (Dr. Simon Mu and Dr. Bing Zhao) are also our executive officers. These individuals are not obligated to contribute any specific number of hours per week and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on the availability of suitable target businesses to investigate, although we expect Dr. Simon Mu, our chief executive officer, president and a member of our board of directors, will devote an average of approximately ten hours per week to our business. We do not intend to have any full time employees prior to the consummation of a business combination.

Legal Proceedings

We are not involved in or a party to any material legal proceedings.

Periodic Reporting and Audited Financial Statements

On or around the date on which the SEC declares effective the registration statement of which this prospectus is a part, we will register our securities under the Securities Exchange Act of 1934, as amended, and thereafter we will have reporting obligations, including the requirement that we file annual and quarterly reports with the SEC. In accordance with the requirements of the Securities Exchange Act of 1934, our annual reports will contain financial statements audited and reported on by our independent accountants.

We will not acquire a target business if audited financial statements based on United States generally accepted accounting principles cannot be obtained for the target business. Additionally, our management will provide stockholders with audited financial statements, prepared in accordance with generally accepted accounting principles, of the prospective target business as part of the proxy solicitation materials sent to stockholders to assist them in assessing the target business. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with United States GAAP or that the potential target business will be able to reconcile its financial statements in order to bring them into conformity with United States GAAP. The financial statements of a potential target business will be required to be audited in accordance with United States GAAS. To the extent that this requirement cannot be met, we will not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, given the broad range of companies with which we may consummate a business combination, we do not believe that the narrowing of the pool will be material.

Comparison to offerings of blank check companies

The following table compares and contrasts the terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated by the SEC assuming that the gross proceeds,

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underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering and that the underwriters will not exercise their over-allotment option. None of the terms under a Rule 419 offering will apply to this offering.

				Terms of Our Offering				Terms Under a Rule 419 Offering
Escrow of offering proceeds				$20,400,000 of the net offering proceeds will be deposited into a trust fund maintained by Continental Stock Transfer & Trust Company.				$19,440,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds				The $20,400,000 of net offering proceeds held in trust will only be invested in "government securities," defined as any Treasury Bill issued by the United States having a maturity of one hundred and eighty days or less.				Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Limitation on Fair Value or Net Assets of Target Business				The initial target business that we acquire must have a fair market value equal to at least 80% of our net assets at the time of such acquisition.				We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
Trading of securities issued				The units may commence trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin to trade separately on the 90th day after the date of this prospectus unless Broadband Capital Management informs us of its decision to allow earlier separate trading, provided we have filed with the SEC an audited balance sheet reflecting our receipt of the proceeds of this offering.				No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants				The warrants cannot be exercised until the later of the completion of a business combination or one year from the date of this prospectus, and, accordingly, will only be exercised after the trust fund has been terminated and distributed.				The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

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				Terms of Our Offering				Terms Under a Rule 419 Offering
Election to remain an investor				We will give our stockholders the opportunity to vote on the business combination. In connection with seeking stockholder approval, we will send each stockholder a proxy statement containing information required by the SEC. A stockholder following the procedures described in this prospectus is given the right to convert his or her shares into his or her pro rata share of the trust fund. However, a stockholder who does not follow these procedures or a stockholder who does not take any action would not be entitled to the return of any funds.				A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
Business combination deadline				A business combination must occur within 18 months after the consummation of this offering or within 24 months after the consummation of this offering if a letter of intent or definitive agreement relating to a prospective business combination was entered into prior to the end of the 18-month period.				If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.
Release of funds				The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.				The proceeds held in the trust account will not be released until the earlier of the completion of a business combination or our liquidation upon failure to effect a business combination within the allotted time.

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MANAGEMENT

Directors and Executive Officers

Our current directors and executive officers are as follows:

Name				Age				Position
Daniel Kunz					51			Chairman of the Board of Directors
Dr. Simon Mu					47			Chief Executive Officer, President and Director
Dr. Bing Zhao					42			Chief Financial Officer, Secretary and Director
Cui Guisheng					57			Director
Ma Xiao					39			Director

Daniel Kunz has over 25 years of experience in international mining, construction, engineering and natural resource development. He has extensive management experience with public resource companies, including project and corporate finance, accounting, reporting, operations, and engineering. From March 2003 to March 2004, he served as President and Director of Pacific Minerals, Ltd. (now known as Jinshan Gold Mines), a subsidiary company of Ivanhoe Mines listed on the TSX Venture Exchange, which is engaged in the exploration for copper, gold and platinum group metals in China. From November 1996 to March 2003, Mr. Kunz was President and a Director of Ivanhoe Mines, Ltd., a Toronto Stock Exchange and Nasdaq National Market listed company. From May 1990 to November 1995, Mr. Kunz served as President, Chief Executive Officer and a director of MK Gold Company, a Nasdaq OTC listed company, which owned and operated several gold mines in the western United States and provided contract-mining services to the industry. Mr. Kunz is a member of the board of directors of Americana Gold and Diamonds Holdings, a Nasdaq OTC listed company. Mr. Kunz holds a B.Sc. in Engineering from the University of Montana Tech (Montana School of Mines) and an M.B.A. from Boise State University.

Dr. Simon Mu is the founder and Chairman of General Components Inc., a broadband technology company with global operations, since September 1998. Dr. Mu is also the Managing Director of Capital Bridge Investment Ltd., a Chinese company specializing in mergers, acquisitions and distressed debt financings in China, since August 2003. He was Vice-Chairman of Jinpan International Ltd., an AMEX listed company, between August 1997 to December 1999. From February 1995 to August 1998, Dr. Mu was President of Patron America Inc., a financial advisory company. From September 1993 to January 1995, he served as Vice President of Investment Banking for Salomon Brothers in Hong Kong. Prior to joining Salomon, he was an Assistant Professor at the Lyndon Johnson School, the University of Texas at Austin, from 1991 to 1993. Dr. Mu holds a Masters in Econometrics and a Ph.D. in Planning and Development Finance, both from the University of North Carolina at Chapel Hill. He has a B.S. degree in Urban Planning from Nanjing University.

Dr. Bing Zhao has over 12 years experience in structured finance and trading services. His specialties are in structuring and placement of asset-backed securities involving credit enhancement arrangements and various commodity/natural resources related trade finance expertise. Dr. Zhao is the co-founder and a Director of Capital Bridge Investment Ltd., a Chinese company specializing in mergers, acquisitions and distressed debt financing in China, since August 2003. From 1999 to the present, Dr. Zhao has served as the Managing Director of Simplex Capital Asia Limited, an investment advisory firm. From January 2000 to December 2001, he served as Executive Director of Central China Enterprises Limited, a Hong Kong publicly listed company with investments in power, coking coal manufacturing and a broadband cable network. From April 2000 to December 2001, he served as Managing Director of China Hi-Tech Group Limited, a Shanghai Stock Exchange Listed company specializing in venture capital financings. From 1998 to 1999, Dr Zhao served as Managing Director of the Asia Growth Fund Limited, a hedge fund he co-founded that specialized in credit and interest rate arbitrage trading. From September 1992 to May 1997, he was a Vice President at Salomon Brothers at its proprietary desk trading structured products. He is also a registered investment adviser under the Securities Ordinance of Hong Kong and has counseled numerous listed and non-listed companies in Hong Kong and Mainland China on investment strategies and risk

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management techniques. Dr. Zhao holds a Master's degree in Applied Mathematics from Illinois Institute of Technology and a Ph.D. in Operational Research from Columbia University. He has a B.S. in Mechanical Engineering from the University of Science and Technology, China.

Cui Guisheng has over 30 years experience in mineral resource trading, investments, mergers and acquisitions of resource related business. Since April 2001 he has served as Chairman of Hong Kong Yellow-River Science and Technology Group, a company investing in and acquiring technology-related Chinese companies. From 1998 to 2001, Mr. Guisheng served as President of China Non-Ferrous Metals (Hong Kong) Company, a Hong Kong publicly listed company. From 1998 to 2001, he served as Vice-Chairman and Executive Director of Oriental Metals Company (OMC), a Hong Kong publicly listed company. From 1998 to 2001, he was a Director of China Merchants China Direct Investment, Ltd. Mr. Guisheng graduated from Guilin Foreign Language College.

Ma Xiao has over 16 years experience in minerals trading, financing, hedging and metals projects. Since 2000, Mr. Xiao has served as Managing Director of Shenzhen Gloryharvest Investment Ltd., an investment company specialized in trading and acquisition of mineral resources related business in China. From December 1988 to November 1991, he worked as Manager of the Copper Department of China National Metals & Minerals Import & Export Corp. During that period he was involved in the merger and acquisition of several mineral companies. From December 1991 to January 1996, Mr. Xiao was General Manager of Base Metals Dept of Minerals (UK) Ltd. in London where he consummated copper contracts with Jiangxi Copper Corp. and several other Chinese mining companies. During that period, Mr. Xiao was responsible for over US$2billion copper warrants hedging and financing transactions for China National Stockpile Bureau on the LME. From August 1998 to October 1999, he served as Vice President of Shenzhen Mindu Industrial Enterprise, a Chinese company mainly investing and trading aluminum. From November 1999 to January 2001, he worked as a representative of Enami Ltd., the second largest copper mining and smelting company in Chile, mainly trading copper concentrates and cathodes in China. From April 2002 to October 2002, Mr. Xiao served as a consultant to Pirelli Cables Ltd. Baoyin Plant, a joint venture between a Chinese and an Italian company, where he was responsible for the price risk management and local purchase of copper. Mr. Xiao holds a B.A. in English Literature from Jiangxi University and a Postgraduate Diploma in Cross Cultural Communication and Media from Beijing Foreign Studies University.

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Ma Xiao and Cui Guisheng, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Daniel Kunz and Dr. Bing Zhao, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Dr. Simon Mu will expire at our third annual meeting of stockholders. None of these individuals has been a principal of a blank check company or a shell company. However, we believe that the skills and expertise of these individuals in:

•	operating mineral resource related businesses, trading in mineral resources and investing in and financing mineral resource related projects,

•	building and operating companies within the PRC,

•	identifying, negotiating and structuring the acquisition of companies based in the PRC, and

•	investing in and providing consulting services to companies in the PRC

will play a key role in identifying and evaluating prospective acquisition candidates, selecting target businesses, and structuring, negotiating and consummating a business combination.

Executive Compensation

No executive officer has received any cash compensation for services rendered. No compensation of any kind, including finders and consulting fees, will be paid by us to any of our existing stockholders, including our directors, or any of their respective affiliates, for services rendered prior to or in connection with a business combination. However, our existing stockholders will be reimbursed

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by us for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. As a result of the foregoing, our directors may not be deemed "independent."

Conflicts of Interest

Our officers and directors do not have any pre-existing fiduciary obligations that will interfere with their duties owed to us. However, potential investors should be aware of the following potential conflicts of interest:

•

None of our officers or directors is required to commit their full time to our affairs. In fact, none of our officers or directors has committed a specific amount of time per week to our affairs as the amount of time may vary depending upon the stage of identification of an acquisition candidate. Accordingly, they may have conflicts of interest in allocating management time among various business activities.

•	In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

•	Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by us.

•	Since our directors own shares of our common stock which will be released from escrow only if a business combination is successfully completed, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination.

•	The personal and financial interests of our directors and officers may influence their motivation in identifying and selecting a target business, completing a business combination timely and securing the release of their stock.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

•	the corporation could financially undertake the opportunity;

•	the opportunity is within the corporation's line of business; and

•	it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has agreed, until the earlier of a business combination, our liquidation or such time as he ceases to be an officer or director, to present to us for our consideration, prior to presentation to any other entity, any business opportunity which may reasonably be required to be presented to us under Delaware law. The foregoing does not include pre-existing and currently planned business opportunities that our officers and directors might have. None of our executive officers or directors has been a principal of a blank check company or a shell company.

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In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock which were owned prior to this offering in accordance with the vote of the public stockholders owning a majority of the shares of our common stock sold in this offering. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution but only with respect to those shares of common stock acquired by them prior to this offering.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our existing stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our stockholders from a financial perspective.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of July 1, 2004, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus, by:

•	each person known by us to be the owner of more than 5% of our outstanding shares of common stock;

•	each of our officers and directors; and

•	all our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

Name and Address of Beneficial Owner(1)				Amount and Nature of Beneficial Ownership				Approximate Percentage of Outstanding Common Stock
								Before Offering				After Offering
Daniel Kunz(2)(3)					250,000				25.0	%			5.0	%
Dr. Simon Mu(3)(4)					250,000				25.0	%			5.0	%
Dr. Bing Zhao(3)(5)					250,000				25.0	%			5.0	%
Cui Guisheng(3)					125,000				12.5	%			2.5	%
Ma Xiao(3)					125,000				12.5	%			2.5	%
All directors and executive officers as a group (5 individuals)					1,000,000				100.0	%			20.0	%

(1)	Unless otherwise indicated, the business address of each of the individuals is China Mineral Acquisition Corporation, c/o Fu & Tong LLC, 245 Park Avenue, New York, New York 10167.

(2)	Daniel Kunz is our chairman of the board.

(3)	Each of these individuals is a member of our board of directors.

(4)	Dr. Simon Mu is our chief executive officer and president.

(5)	Dr. Bing Zhao is our chief financial officer and secretary.

Upon consummation of this offering, our existing stockholders, which includes all of our officers and directors, collectively, will beneficially own 20.0% of the then issued and outstanding shares of our common stock. Because of this ownership block, these stockholders may be able to effectively exercise control over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of a business combination.

All of the shares of our common stock outstanding prior to the date of this prospectus will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until the earlier of:

•	Three years following the date of this prospectus;

•	our liquidation; or

•	the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our consummating a business combination with a target business.

During the escrow period, the holders of these shares will not be able to sell their securities, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock. If we are unable to effect a business combination and liquidate, none of our existing stockholders will receive any portion of the liquidation proceeds with respect to common stock owned by them prior to the date of this prospectus.

Dr. Simon Mu, our chief executive officer, president and a member of our board of directors, Dr. Bing Zhao, our chief financial officer, secretary and a member of our board of directors, and Daniel

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Kunz, our chairman of the board, have each agreed with the representative of the underwriters that after this offering is completed and within the first twenty trading days after separate trading of the warrants has commenced, Dr. Mu, or certain of his affiliates or designees, will collectively purchase up to 334,000 warrants and Dr. Bing Zhao and Mr. Kunz, or certain of their affiliates or designees, will collectively purchase up to 666,000 warrants (for a total of 1,000,000 warrants) in the public marketplace at prices not to exceed $0.65 per warrant. The warrants may trade separately on the 90th day after the date of this prospectus unless Broadband Capital Management determines that an earlier date is acceptable. In no event will Broadband Capital Management allow separate trading of the common stock and warrants until we file an audited balance sheet reflecting our receipt of the proceeds of this offering. Purchases of warrants demonstrate confidence in our ultimate ability to effect a business combination because the warrants will expire worthless if we are unable to consummate a business combination and are ultimately forced to liquidate.

Dr. Simon Mu, Dr. Bing Zhao and Mr. Kunz may be deemed to be our "parents" and "promoters," as these terms are defined under the Federal securities laws.

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CERTAIN TRANSACTIONS

Prior to the date of this prospectus, we issued 750,000 shares of our common stock to Dr. Simon Mu, Dr. Bing Zhao and Daniel Kunz at purchase prices of approximately $.0333 per share. We also issued a total of 250,000 shares of our common stock to Cui Guisheng and Ma Xiao at a purchase price of $0.0001 per share as set forth below:

Name				Number of Shares				Relationship to Us
Daniel Kunz					250,000			Chairman of the Board of Directors
Dr. Simon Mu					250,000			Chief Executive Officer, President and Director
Dr. Bing Zhao					250,000			Chief Financial Officer, Secretary and Director
Cui Guisheng					125,000			Director
Ma Xiao					125,000			Director

The holders of the majority of these shares will be entitled to make up to two demands that we register these shares pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow. In addition, these stockholders have certain "piggy-back" registration rights on registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

Fu & Tong LLC has agreed that, commencing on the effective date of this prospectus through the acquisition of a target business, it will make available to us certain office and secretarial services, as we may require from time to time. We have agreed to pay Fu & Tong LLC $500 per month for these services.

Dr. Simon Mu has made an advance of $11,668 and Dr. Bing Zhao and Daniel Kunz have each made advances of $11,666, aggregating $35,000, to us as of the date of this prospectus to cover expenses related to this offering. The loans will be payable with interest at a rate of 4% per year on the earlier of April 22, 2005 or the consummation of this offering. We intend to repay these loans from the proceeds of this offering.

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of accountable out-of-pocket expenses reimbursable by us, which will be reviewed only by our board or a court of competent jurisdiction if such reimbursement is challenged.

Other than reimbursable out-of-pocket expenses payable to our officers and directors, no compensation or fees of any kind, including finders and consulting fees, will be paid by us to any of our existing stockholders, officers or directors who owned our common stock prior to this offering, or to any of their respective affiliates for services rendered to us prior to or with respect to the business combination.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates, will be on terms believed by us to be no less favorable than are available from unaffiliated third parties and will require prior approval in each instance by a majority of the members of our board who do not have an interest in the transaction.

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DESCRIPTION OF SECURITIES

General

We are authorized to issue 20,000,000 shares of common stock, par value $.0001, and 1,000,000 shares of preferred stock, par value $.0001. As of the date of this prospectus, 1,000,000 shares of common stock are outstanding, held of record by five persons. No shares of preferred stock are currently outstanding.

Units

Each unit consists of one share of common stock and two warrants. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants will begin to trade separately on the 90th day after the date of this prospectus unless Broadband Capital Management informs us of its decision to allow earlier separate trading, provided that in no event can the common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this offering. The audited balance sheet will reflect proceeds we receive from the exercise of the over-allotment option, if the over-allotment option is exercised prior to the filing of the Form 8-K.

Common stock

Our stockholders are entitled to one vote for each share held of record on all matters to be voted on by stockholders. In connection with the vote required for any business combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering in accordance with the vote of the public stockholders owning a majority of the shares of our outstanding common stock. This voting arrangement shall not apply to shares included in units purchased in this offering or purchased following this offering in the open market by any of our existing stockholders, officers and directors. Additionally, our existing stockholders, officers and directors will vote all of their shares in any manner they determine, in their sole discretion, with respect to any other items that come before a vote of our stockholders.

We will proceed with a business combination only if the public stockholders who own at least a majority of the shares of common stock sold in this offering vote in favor of the business combination and public stockholders owning less than 20% of the shares sold in this offering exercise conversion rights discussed below.

Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

If we are forced to liquidate prior to a business combination, our public stockholders are entitled to share ratably in the trust fund, inclusive of any interest, and any net assets remaining available for distribution to them after payment of liabilities. Our existing stockholders have agreed to waive their rights to share in any distribution with respect to common stock owned by them prior to the offering if we are forced to liquidate.

Our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock, except that each public stockholder has the right to have her shares of common stock converted to cash equal to her pro rata share of the trust fund if she votes against the business combination and the business combination is approved and completed. Any public stockholder who converts her stock into her share of the trust fund still has the right to exercise the warrants that she received as part of the units.

Preferred stock

Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of a blank check preferred stock with such designation, rights and preferences as may be determined

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from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock, although the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust fund, or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

Warrants

No warrants are currently outstanding. Each warrant, when issued, entitles the registered holder to purchase one share of our common stock at a price of $5.00 per share, subject to adjustment as discussed below, at any time commencing on the later of:

•	the completion of a business combination; or

•	one year from the date of this prospectus.

The warrants will expire five years from the date of this prospectus at 5:00 p.m., New York City time.

We may call the warrants for redemption,

•	in whole and not in part,

•	at a price of $.01 per warrant at any time after the warrants become exercisable,

•	upon not less than 30 days' prior written notice of redemption to each warrantholder, and

•	if, and only if, the reported last sale price of the common stock equals or exceeds $8.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrantholders.

The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. Reference is made to the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrantholders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No warrants will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. We have agreed to meet these conditions and to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants, under the terms of the warrant agreement. However, we cannot assure you that we will be able to do so. The

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warrants may be deprived of any value and the market for the warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside.

No fractional shares will be issued upon exercise of the warrants. However, if a warrantholder exercises all warrants then owned of record by him, we will pay to the warrantholder, in lieu of the issuance of any fractional share which is otherwise issuable to the warrantholder, an amount in cash based on the market value of the common stock on the last trading day prior to the exercise date.

Purchase Option

We have agreed to sell to the representative of the underwriters an option to purchase up to a total of 400,000 units at a per-unit price of $9.90. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the option have an exercise price of $6.95 (139% of the exercise price of the warrants included in the units sold in the offering). For a more complete description of the purchase option, see the section below entitled "Underwriting — Purchase Option."

Dividends

The holders of our common stock are entitled to receive dividends if, and when, our board of directors determines to pay dividends. We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of dividends in the future will be contingent upon regulations within the PRC, our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. Additionally, our common stockholders' rights to dividends may be reduced to the extent we issue preferred stock or debt instruments in connection with a business combination that contain dividend preferences or restrictions on our ability to pay dividends to common stockholders. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent and Warrant Agent

The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

Shares Eligible for Future Sale

Immediately after this offering, we will have 5,000,000 shares of common stock outstanding, or 5,600,000 shares if the underwriters' over-allotment option is exercised in full. Of these shares, the 4,000,000 shares sold in this offering, or 4,600,000 shares if the over-allotment option is exercised, will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 1,000,000 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. None of those will be eligible for sale under Rule 144 prior to May 2005. Notwithstanding this, all of those shares have been placed in escrow for a period of three years from the date of this prospectus and will only be released prior to that date under certain limited circumstances.

Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

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•	1% of the number of shares of common stock then outstanding, which will equal 50,000 shares immediately after this offering (or 56,000 if the underwriters' exercise their over-allotment option); and

•	the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell their shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

SEC Position on Rule 144 Sales

The Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, would act as an "underwriter" under the Securities Act when reselling the securities of a blank check company. Accordingly, the Securities and Exchange Commission believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144.

Registration Rights

The holders of our 1,000,000 issued and outstanding shares of common stock on the date of this prospectus will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering. The holders of the majority of these shares are entitled to make up to two demands that we register these shares. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which these shares of common stock are released from escrow. In addition, these stockholders have certain "piggy-back" registration rights on registration statements filed subsequent to the date on which these shares of common stock are released from escrow. We will bear the expenses incurred in connection with the filing of any such registration statements.

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UNDERWRITING

In accordance with the terms and conditions contained in the underwriting agreement, we have agreed to sell to each of the underwriters named below, and each of the underwriters, for which Broadband Capital Management is acting as representative, have severally, and not jointly, agreed to purchase on a firm commitment basis the number of units offered in this offering set forth opposite their respective names below:

Underwriters				Number of Units
Broadband Capital Management LLC
Total					4,000,000

A copy of the underwriting agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part.

State Blue Sky Information

We will offer and sell the units to retail customers only in Delaware, the District of Columbia, Florida, Hawaii, Illinois, Maryland, New York and Rhode Island. In New York and Hawaii, we have relied on exemptions from the state registration requirements for transactions between an issuer and an underwriter involving a firm-commitment underwritten offering. In the other states, we have applied to have the units registered for sale and will not sell the units in these states until such registration is effective. Additionally, we believe that the units, from and after the effective date of this offering, and the common stock and warrants comprising the units, once they become separately transferable, will be eligible for sale on a secondary market basis in each of the following states based upon the registration of the units, common stock and warrants in those states or the availability of an applicable exemption from the state's registration requirements:

•	immediately in Alabama, Colorado, Delaware, the District of Columbia, Florida, Georgia, Illinois, Kentucky, Maryland, New York, Pennsylvania, Rhode Island and Wisconsin;

•	commencing 90 days from the date of this prospectus in Iowa, Maine, Missouri, Nevada, New Mexico; and

•	commencing 180 days from the date of this prospectus in Massachusetts.

Additionally, the units, from and after the effective date of this offering, and the common stock and warrants comprising the units, once they become separately transferable, will be eligible for sale on a secondary market basis in certain states based on exemptions from such states' registration requirements as a result of the National Securities Markets Improvement Act of 1996. The National Securities Markets Improvement Act exempts from state registration requirements secondary market trading transactions that are exempt from registration under the Securities Act of 1933. However, under the act, the states are able to continue to require notice filings and collect fees with regard to these transactions. As of the date of this prospectus, we have not determined which states we will submit the required notice filing and applicable fee to in order to take advantage of this exemption.

We will amend this prospectus for the purpose of disclosing additional states, if any, in which our securities will be eligible for resale in the secondary trading market. If you are not an institutional investor, you may purchase our securities in this offering or in any subsequent trading market which may develop, only in the jurisdictions described above.

Institutional investors in every state except in Idaho and South Dakota may purchase the units in this offering and in the secondary market pursuant to exemptions provided to such entities under the Blue Sky laws of various states. The definition of an "institutional investor" varies from state to state but generally includes financial institutions, broker-dealers, banks, insurance companies and other qualified entities.

Pricing of Securities

We have been advised by the representative that the underwriters propose to offer the units to the public at the initial offering price set forth on the cover page of this prospectus. They may allow

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some dealers concessions not in excess of $             per unit and the dealers may reallow a concession not in excess of $             per unit to other dealers.

Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the representative. Factors considered in determining the prices and terms of the units, including the common stock and warrants underlying the units, include:

•	the history and prospects of companies whose principal business is the acquisition of other companies;

•	prior offerings of those companies;

•	our prospects for acquiring an operating business in the PRC at attractive values;

•	our capital structure;

•	an assessment of our management and their experience in identifying operating companies;

•	general conditions of the securities markets at the time of the offering; and

•	other factors as were deemed relevant.

However, although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities for an operating company in a particular industry since the underwriters are unable to compare our financial results and prospects with those of public companies operating in the same industry.

The underwriters or members of the selling group may, at their option, charge a customary ticket charge to purchasers in this offering.

Over-Allotment Option

We have also granted to the underwriters an option, exercisable during the 45-day period commencing on the date of this prospectus, to purchase from us at the offering price, less underwriting discounts and the non-accountable expense allowance, up to an aggregate of 600,000 additional units for the sole purpose of covering over-allotments, if any. The over-allotment option will only be used to cover the net syndicate short position resulting from the initial distribution. The underwriters may exercise that option if the underwriters sell more units than the total number set forth in the table above. If any units underlying the option are purchased, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

Commissions and Discounts

The following table shows the public offering price, underwriting discount to be paid by us to the underwriters and the proceeds, before expenses, to us. This information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

				Per unit				Without option				With option
Public offering price				$	6.00			$	24,000,000			$	27,600,000
Discount				$	0.42			$	1,680,000			$	1,932,000
Non Accountable Expense Allowance				$	0.18			$	720,000			$	828,000
Proceeds before expenses(1)				$	5.40			$	21,600,000			$	24,840,000

(1)	The offering expenses are estimated at $270,000.

Purchase Option

We have agreed to sell to the representative, for $100, an option to purchase up to a total of 400,000 units. The units issuable upon exercise of this option are identical to those offered by this prospectus except that the warrants included in the option have an exercise price of $6.95 (139% of

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the exercise of the warrants included in the units sold in the offering). This option is exercisable at $9.90 per unit commencing on the later of the consummation of a business combination or one year from the date of this prospectus and expiring five years from the date of this prospectus. The option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period following the date of this prospectus. However, the option may be transferred to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. Although the purchase option and its underlying securities have been registered under the registration statement of which this prospectus forms a part of, the option grants to holders demand and "piggy back" rights for periods of five and seven years, respectively, from the date of this prospectus with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

Warrant Solicitation Fee

We have engaged Broadband Capital Management, the representative of the underwriters, on a nonexclusive basis, as our agent for the solicitation of the exercise of the warrants. To the extent not inconsistent with the guidelines of the NASD and the rules and regulations of the SEC, we have agreed to pay the representative for bona fide services rendered a commission equal to 5% of the exercise price for each warrant exercised more than one year after the date of this prospectus if the exercise was solicited by the underwriters. In addition to soliciting, either orally or in writing, the exercise of the warrants, the representative's services may also include disseminating information, either orally or in writing, to warrantholders about us or the market for our securities, and assisting in the processing of the exercise of warrants. No compensation will be paid to the representative upon the exercise of the warrants if:

•	the market price of the underlying shares of common stock is lower than the exercise price;

•	the holder of the warrants has not confirmed in writing that the underwriters solicited her exercise;

•	the warrants are held in a discretionary account;

•	the warrants are exercised in an unsolicited transaction; or

•	the arrangement to pay the commission is not disclosed in the prospectus provided to warrantholders at the time of exercise.

Regulatory Restrictions on Purchase of Securities

Rules of the SEC may limit the ability of the underwriters to bid for or purchase our securities before the distribution of the securities is completed. However, the underwriters may engage in the following activities in accordance with the rules:

•	Stabilizing Transactions.    The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities, so long as stabilizing bids do not exceed a specified maximum.

•

Over-Allotments and Syndicate Coverage Transactions.    The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative syndicate covering transactions by purchasing our securities in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option.

•	Penalty Bids.    If the representative sells shares in the open market in a stabilizing transaction or syndicate coverage transaction, it may reclaim a selling concession from the underwriters and selling group members who sold those securities as part of this offering.

45

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Stabilization and syndicate covering transactions may cause the price of the securities to be higher than they would be in the absence of these transactions. The imposition of a penalty bid might also have an effect on the prices of the securities if it discourages resales of the securities.

Neither we nor the underwriters makes any representation or prediction as to the effect that the transactions described above may have on the prices of the securities. These transactions may occur on the OTC Bulletin Board, in the over-the-counter market or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

Other Terms

We have granted the representative the right to have its designee present at all meetings of our board of directors for a period of two years from the date of this prospectus. The designee will be entitled to the same notices and communications sent by us to our directors and to attend directors' meetings, but will not have voting rights. The representative has not named a designee as of the date of this prospectus.

Although they are not obligated to do so, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future, but there are no preliminary agreements or understandings between any of the underwriters and any potential targets. We are not under any contractual obligation to engage any of the underwriters to provide any services for us after consummation of this offering, but if we do, we may pay the underwriters a finder's fee that would be determined at that time in an arm's length negotiation where the terms would be fair and reasonable to each of the interested parties; provided that no agreement will be entered into and no fee will be paid prior to the one year anniversary of the date of this prospectus.

We have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in this respect.

LEGAL MATTERS

The validity of the securities offered in this prospectus are being passed upon for us by Loeb & Loeb LLP, New York, New York. Littman Krooks LLP, New York, New York, is acting as counsel for the underwriters in this offering.

EXPERTS

The financial statements included in this prospectus and in the registration statement have been audited by Goldstein Golub Kessler LLP, independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere in this prospectus and in the registration statement. The financial statements and the report of Goldstein Golub Kessler LLP are included in reliance upon their report given upon the authority of Goldstein Golub Kessler LLP as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of our securities. Although this prospectus, which forms a part of the registration statement, contains all material information included in the registration statement, parts of the registration statement have been omitted as permitted by rules and regulations of the SEC. We refer you to the registration statement and is exhibits for further information about us, our securities and this offering. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 205491004. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

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Disclosure of Commission Position
on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions of our Amended and Restated Certificate of Incorporation and our By-laws, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

47

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China Mineral Acquisition Corporation
(a corporation in the development stage)

INDEX TO FINANCIAL STATEMENTS

Independent Auditor's Report				F-2
Financial Statements
Balance sheet				F-3
Statement of operations				F-4
Statement of stockholders' equity				F-5
Statement of cash flows				F-6
Notes to financial statements				F-7 - F-8

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors
China Mineral Acquisition Corporation

We have audited the accompanying balance sheet of China Mineral Acquisition Corporation (a corporation in the development stage) as of April 22, 2004, and the related statements of operations, stockholders' equity and cash flows for the period from March 30, 2004 (inception) to April 22, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Mineral Acquisition Corporation as of April 22, 2004, and the results of its operations and its cash flows for the period from March 30, 2004 (inception) to April 22, 2004 in conformity with U.S. generally accepted accounting principles.

Goldstein Golub Kessler LLP
New York, New York

May 14, 2004

F-2

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China Mineral Acquisition Corporation
(a corporation in the development stage)

Balance Sheet

				April 22, 2004
ASSETS
Current asset — Cash				$	59,980
Deferred offering costs					3,335
Total assets				$	63,315
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses				$	3,896
Notes payable, stockholders					35,000
Total current liabilities					38,896
Commitment
Stockholders' equity
Preferred stock, $.0001 par value Authorized 1,000,000 shares; none issued
Common stock, $.0001 par value Authorized 20,000,000 shares
Issued and outstanding 1,000,000 shares					100
Additional paid-in capital					24,900
Deficit accumulated during the development stage					(581	)
Total stockholders' equity					24,419
Total liabilities and stockholders' equity				$	63,315

See accompanying notes to financial statements.

F-3

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China Mineral Acquisition Corporation
(a corporation in the development stage)

Statement of Operations

For the period from March 30, 2004 (inception) to April 22, 2004
Formation and operating costs				$	581
Net loss				$	(581	)
Weighted average shares outstanding					1,000,000
Net loss per share				$	.00

See accompanying notes to financial statements

F-4

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China Mineral Acquisition Corporation
(a corporation in the development stage)

Statement of Stockholders' Equity
For the period from March 30, 2004 (inception) to April 22, 2004

				Common Stock								Addition paid-in capital				Deficit Accumulated During the Development Stage				Stockholders' Equity
				Shares				Amount
Common shares issued April 22, 2004 at $.0333 per share					750,000			$	75			$	24,900							$	24,975
Common shares issued April 22, 2004 at $.0001 per share					250,000				25												25
Net Loss																	(581	)			(581	)
Balance at April 22, 2004					1,000,000			$	100			$	24,900			$	(581	)		$	24,419

See accompanying notes to financial statements.

F-5

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China Mineral Acquisition Corporation
(a corporation in the development stage)

Statement of Cash Flows

March 30, 2004 (inception) to April 22, 2004,
Cash flow from operating activities
Net loss				$	(581	)
Increase in accrued expenses					561
Net cash used in operating activities					(20	)
Cash flows from financing activities
Proceeds from note payable, stockholder					35,000
Proceeds from sale of common stock					25,000
Net cash provided by financing activities					60,000
Increase in Cash					59,980
Cash at beginning of period					—
Cash at end of period				$	59,980
Supplemental schedule of non-cash financing activities:
Accrual of deferred offering costs				$	3,335

See accompanying notes to financial statements.

F-6

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China Mineral Acquisition Corporation
(a corporation in the development stage)

Notes to Financial Statements

1.    Organization, Business Operations and Significant Accounting Policies

China Mineral Acquisition Corporation ("Company") was incorporated in Delaware on March 30, 2004 as a blank check company whose objective is to acquire an operating business having its primary operations in the People's Republic of China.

At April 22, 2004, the Company had not yet commenced any operations. All activity through April 22, 2004 relates to the Company's formation and the proposed public offering described below. The Company has selected December 31 as its fiscal year-end.

The Company's ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering ("Proposed Offering") which is discussed in Note 2. The Company's management has broad discretion with respect to the specific application of the net proceeds of this Proposed Offering, although substantially all of the net proceeds of this Proposed Offering are intended to be generally applied toward consummating a business combination with a company with its primary operations in the People's Republic of China ("Business Combination"). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, $20,400,000, or $23,640,000 if the underwriters' over-allotment option is exercised in full, of the net proceeds from the Proposed Offering, or $5.10 per unit, will be held in a trust account ("Trust Fund") and invested in government securities until the earlier of (i) the consummation of its first Business Combination or (ii) liquidation of the Company. The remaining proceeds may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. All of the Company's stockholders prior to the Proposed Offering, which is comprised of all of the officers and directors of the Company ("Initial Stockholders"), have agreed to vote their 1,000,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company ("Public Stockholders") with respect to any Business Combination. In the event that Public Stockholders owning a majority of the shares sold in the Proposed Offering vote against the Business Combination or Public Stockholders owning 20% of more of the outstanding stock seek conversion of their shares, the Business Combination will not be consummated.

With respect to the first Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares into cash. The per share conversion price will equal the amount in the Trust Fund as of the record date for determination of stockholders entitled to vote on the Business Combination divided by the number of shares of common stock held by Public Stockholders at the consummation of the Proposed Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Fund computed without regard to the shares held by Initial Stockholders.

The Company's Amended and Restated Certificate of Incorporation provides for mandatory liquidation of the Company, without stockholder approval, in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Proposed Offering, or 24 months from the consummation of the Proposed Offering if certain extension criteria have been satisfied. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per share in the Proposed Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Proposed Offering discussed in Note 2).

Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

F-7

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China Mineral Acquisition Corporation
(a corporation in the development stage)

Notes to Financial Statements – Continued

The Company recorded a deferred income tax asset for the tax effect of net operating loss carryforwards and temporary differences, aggregating approximately $200. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at April 22, 2004.

The effective tax rate differs from the statutory rate of 34% due to the increase in the valuation allowance.

Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

2.    Proposed Public Offering

The Proposed Offering calls for the Company to offer for public sale up to 4,000,000 units ("Units"). Each Unit consists of one share of the Company's common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants ("Warrants"). Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a business combination with a target business or one year from the effective date of the Proposed Offering and expiring five years from the date of the prospectus. The Warrants will be redeemable at a price of $.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to date on which notice of redemption is given.

3.    Deferred Offering Costs

Deferred offering costs consist principally of legal fees incurred through the balance sheet date that are related to the proposed offering and that will be charged to capital upon the receipt of the capital raised.

4.    Notes Payable, Stockholders

The Company issued an aggregate of $35,000 unsecured promissory notes to three stockholders on April 22, 2004. The notes bear interest at a rate of 4% per year and are payable on the earlier of April 22, 2005 or the consummation of the Company's initial public offering. Due to the short-term nature of the notes, the fair value of the notes approximates their carrying amount.

5.    Commitment

The Company presently occupies office space provided by its attorneys. Its attorneys have agreed that, until the acquisition of a target business by the Company, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $500 per month for such services commencing on the effective date of the Proposed Offering.

6.    Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

F-8

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Until                      , 2004, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that the information is correct as of any time subsequent to the date of this prospectus.

Table of Contents

				Page
Prospectus Summary					1
Summary Financial Data					5
Risk Factors					6
Use of Proceeds					17
Dilution					19
Capitalization					20
Management's Discussion and Analysis of Financial Condition and Results of Operations					21
Proposed Business					22
Management					32
Principal Stockholders					36
Certain Transactions					38
Description Of Securities					39
Underwriting					43
Legal Matters					46
Experts					46
Where You Can Find Additional Information					46
Disclosure of SEC Position on Indemnification for Securities Act Liabilities					47
Index to Financial Statements					F-1

$24,000,000

China Mineral Acquisition Corporation

4,000,000 Units

PROSPECTUS

Broadband Capital Management LLC

                     , 2004

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions and the Representative's non-accountable expense allowance) will be as follows:

Initial Trustees' fee				$	1,000.00	(1)
SEC Registration Fee					10,166.42
NASD filing fee					8,524.01
Printing and engraving expenses					25,000.00
Accounting fees and expenses					25,000.00
Directors & Officers liability insurance premiums					125,000.00	(2)
Legal fees and expenses (including blue sky services and expenses)					175,000.00
Miscellaneous					25,309.57
Total				$	395,000.00

(1)

In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company annual fees of $3,000 for acting as trustee, $4,800 for acting as transfer agent of the registrant's common stock, $2,400 for acting as warrant agent for the registrant's warrants and $1,800 for acting as escrow agent.

(2)	This amount represents the approximate amount of Director and Officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering and until it consummates a business combination.

Item 14.    Indemnification of Directors and Officers.

Our amended and restated certificate of incorporation provides that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

"Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a)    A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person 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, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

II-1

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(b)    A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit 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 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 against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)    To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

(d)    Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e)    Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f)    The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

(g)    A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was 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 against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h)    For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person

II-2

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who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i)    For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

(j)    The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k)    The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees)."

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Paragraph B of Article Eighth of our amended and restated certificate of incorporation provides:

"The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby."

Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the Underwriter and the Underwriter has agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

II-3

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Item 15.    Recent Sales of Unregistered Securities.

(a)    During the past three years, we sold the following shares of common stock without registration under the Securities Act:

Stockholders				Number of Shares
Daniel Kunz					250,000
Dr. Simon Mu					250,000
Dr. Bing Zhao					250,000
Cui Guisheng					125,000
Ma Xiao					125,000

Such shares were issued on April 22, 2004 in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to accredited investors. Of these shares, the 750,000 shares issued to Dr. Simon Mu, Dr. Bing Zhao and Daniel Kunz were sold at purchase prices of approximately $.0333 per share. The other shares issued to the individuals listed above were sold at purchase prices of $.0001 per share. The aggregate offering price for such shares was $25,000.

Item 16.    Exhibits and Financial Statement Schedules.

(a)    The following exhibits are filed as part of this Registration Statement:

Exhibit No.				Description
1.1*				Form of Underwriting Agreement.
1.2*				Form of Selected Dealers Agreement.
3.1				Amended and Restated Certificate of Incorporation(1).
3.2				By-laws(1).
4.1				Specimen Unit Certificate(1).
4.2				Specimen Common Stock Certificate(1).
4.3				Specimen Warrant Certificate(1).
4.4*				Form of Unit Purchase Option to be granted to Representative.
4.5				Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant(1).
5.1*				Form of Opinion of Loeb & Loeb LLP.
10.1				Letter Agreement among the Registrant, Broadband Capital Management LLC and Dr. Simon Mu (without schedules)(1).
10.2				Letter Agreement among the Registrant, Broadband Capital Management LLC and Dr. Bing Zhao (without schedules)(1).
10.3				Letter Agreement among the Registrant, Broadband Capital Management LLC and Daniel Kunz (without schedules)(1).
10.4				Letter Agreement among the Registrant, Broadband Capital Management LLC and Cui Guisheng (without schedules)(1).
10.5				Letter Agreement among the Registrant, Broadband Capital Management LLC and Ma Xiao (without schedules)(1).

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Exhibit No.				Description
10.6				Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant(1).
10.7				Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders(1).
10.8				Form of Promissory Note, dated as of April 22, 2004, in the principal amount of $11,668 issued to Dr. Simon Mu(1).
10.9				Form of Promissory Note, dated as of April 22, 2004, in the principal amount of $11,666, issued to each of Dr. Bing Zhao and Daniel Kunz(1).
10.10				Registration Rights Agreement among the Registrant and the Initial Stockholders(1).
10.11				Warrant Purchase Agreement among Dr. Simon Mu, Dr. Bing Zhao, Daniel Kunz and Broadband Capital Management LLC(1).
10.12*				Form of Letter Agreement between Fu & Tong LLC and the Registrant regarding administrative support.
23.1*				Consent of Goldstein Golub Kessler LLP.
23.2*				Consent of Loeb & Loeb LLP (included in Exhibit 5.1).
24				Power of Attorney(1).

*	Filed herewith.

(1)	Incorporated herein by reference to the Registration Statement of the Registrant on Form S-1 (Registration No. 333-115999).

Item 17. Undertakings.

(a)    The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.   To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such posteffective amendment shall be deemed to be a new registration statement relating to

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the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)    The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus field by this registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 1st day of July, 2004.

CHINA MINERAL ACQUISITION CORPORATION

By: /s/ Dr. Simon Mu                                                     Dr. Simon Mu Chief Executive Officer and President (Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Position		Date
/s/ Daniel Kunz		Chairman of the Board of Directors		July 1, 2004
Daniel Kunz
/s/ Dr. Simon Mu		Chief Executive Officer, President and Director (Principal executive officer)		July 1, 2004
Dr. Simon Mu
/s/ Dr. Bing Zhao		Chief Financial Officer, Secretary and Director (Principal financial and accounting officer)		July 1, 2004
Dr. Bing Zhao
*		Director		July 1, 2004
Cui Guisheng
*		Director		July 1, 2004
Ma Xiao

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EXHIBIT INDEX

Exhibit No.				Description
	1.1	*		Form of Underwriting Agreement.
	1.2	*		Form of Selected Dealers Agreement.
	3.1			Amended and Restated Certificate of Incorporation(1).
	3.2			By-laws(1).
	4.1			Specimen Unit Certificate(1).
	4.2			Specimen Common Stock Certificate(1).
	4.3			Specimen Warrant Certificate(1).
	4.4	*		Form of Unit Purchase Option to be granted to Representative.
	4.5			Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant(1).
	5.1	*		Form Opinion of Loeb & Loeb LLP.
	10.1			Letter Agreement among the Registrant, Broadband Capital Management LLC and Dr. Simon Mu (without schedules)(1).
	10.2			Letter Agreement among the Registrant, Broadband Capital Management LLC and Dr. Bing Zhao (without schedules)(1).
	10.3			Letter Agreement among the Registrant, Broadband Capital Management LLC and Daniel Kunz (without schedules)(1).
	10.4			Letter Agreement among the Registrant, Broadband Capital Management LLC and Cui Guisheng (without schedules)(1).
	10.5			Letter Agreement among the Registrant, Broadband Capital Management LLC and Ma Xiao (without schedules)(1).
	10.6			Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant(1).
	10.7			Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders(1).
	10.8			Form of Promissory Note, dated as of April 22, 2004, in the principal amount of $11,668, issued to Dr. Simon Mu(1).
	10.9			Form of Promissory Note, dated as of April 22, 2004, in the principal amount of $11,666, issued to each of Dr. Bing Zhao and Daniel Kunz(1).
	10.10			Registration Rights Agreement among the Registrant and the Initial Stockholders(1).
	10.11			Warrant Purchase Agreement among Dr. Simon Mu, Dr. Bing Zhao, Daniel Kunz and Broadband Capital Management LLC(1).
	10.12	*		Form of Letter Agreement between Fu & Tong LLC and the Registrant regarding administrative support.
	23.1	*		Consent of Goldstein Golub Kessler LLP.
	23.2	*		Consent of Loeb & Loeb LLP (included in Exhibit 5.1).
	24			Power of Attorney(1).

*	Filed herewith.

(1)	Incorporated herein by reference to the Registration Statement of the Registrant on Form S-1 (Registration No. 333-115999).

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