GLCC Disclosure Obligations

8/9/2019 GLCC Disclosure Obligations

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Section Two: Issuers Continuing Disclosure ObligationsIssuers are considered to have adequate current information publicly available to the extentsuch information is updated to reflect new developments after the publication of the initialissuer disclosure statement. In general, an issuer shall provide updates to the most recentbalance sheet, income statement and statement of cash flows, as required under Item XVabove, as well as disclose changes in any other of the above disclosure items no later than

45 days after the end of any fiscal quarter (Quarterly Updates) and 90 days after the end ofany fiscal year (Annual Updates). Issuers shall also provide updates (Current Updates)within 10 business days in the event that any of the information contained in the disclosurestatement (including information contained in any prior Update) has become materiallyinaccurate or incomplete, or upon the occurrence of certain events described under theCurrent Reporting Obligations section. The specific requirements for Quarterly, Annual andCurrent Updates are set forth below.

Insiders, affiliates and control persons of issuers shall be aware that Rule 144 under theSecurities Act requires that adequate current information be publicly available if they wish tosell any of their securities in the public secondary markets.

Quarterly Reporting Obligations In order to be considered as having adequate current information publicly available, issuersmust publish Quarterly Updates to their disclosure statements on the Pink Sheets NewsService, no later than 45 days after the end of each fiscal quarter. Quarterly Updates shouldcontain responses to the following items, and should follow the format below.

Item I Exact name of the issuer and the address of its principalexecutive offices.

In answering this item, the issuer shall provide the information required by Items I and II ofthe requirements for initial disclosure statements in Section One of these Guidelines. Theissuer may state No Change if there has been no change to the information previouslyprovided.

Good Life China CorporationB603, 8 BuildingTechnology Fortune CenterXue Cing RoadHaidian DistrictBeijing, China

Tel: 0086-10-87094698 Web: www.haorizi.com

North American Office

Good Life China Corporation1 Yonge StreetSuite 1801Toronto, ONT M5E 1W7Canada

http://www.goodlifechina.comPhone: 1-800-365-4331Fax: 866-455-6270


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Item 2 Shares outstanding.In answering this item, the issuer shall provide the information required by Item Xof Section One of these Guidelines with respect to the fiscal quarter end.

April 11, 2008 Authorized: 2,500,000,000 Outstanding: 168,518,988 Float: 4,583,388 Number of beneficial shareholders: 1,552 Total number of shareholders of record: 1,683

Item 3 Interim financial statements.The issuer shall include financial statements for the most recent fiscal quarter,

which quarterly financial statements shall meet the requirements of Item XV ofSection One of these Guidelines.

See Attached Item XV, as of December 31, 2007.

Item 4 Managements discussion and analysis or plan of operation.The issuer shall provide the information required by Item XVII of Section One ofthese Guidelines.

See Attached Item 4, Managements discussion and analysis or plan of

operation.Item 5 Legal proceedings.The issuer shall provide the information required by Item V(a)(11) of Section Oneof these Guidelines, to the extent not already disclosed in a prior disclosurestatement.

There are no current legal proceedings currently filed or anticipated.

Item 6 Defaults upon senior securities.If there has been any material default in the payment of principal, interest, a

sinking or purchase fund installment, or any other material default not curedwithin 30 days, with respect to any indebtedness of the issuer exceeding 5% ofthe total assets of the issuer, (i) identify the indebtedness and (ii) state the natureof the default, the amount of the default and the total arrearage as of a recentdate.

If any material arrearage in the payment of dividends has occurred or if there hasbeen any other material delinquency not cured within 30 days, with respect to


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any class of preferred stock of the issuer, give the title of the class and state thenature of the arrearage or delinquency. In the case of a default in the payment ofdividends, state the amount and the total arrearage as of a recent date.The issuer need not respond to this item with respect to any class of securities allof which is held by, or for the account of, the issuer or its totally held subsidiaries.

Issuers need not repeat information that has been previously disclosed in a priordisclosure statement, although the issuer shall provide updates regardingpreviously reported defaults.

There have been no material defaults on any of the Corporations securities.

Item 7 Other information.The issuer shall include here responses to any items that the issuer would berequired include in a Current Update. See the Current Update section belowregarding the information required to be in a Current Update.

Changes in Corporate Officers and Directors: On January 27, 2008, Han J. Pettersson resigned as a Director and Officer of the Corporation.

On January 27, 2008, Mr. Garr Winters accepted a position as an officer and director of the corporation. He is the Secretary of the Corporation, and the sole authority to issue stock on behalf of the Corporation.

Mr. Winters created his first public company, Quebec Outdoor Amusements Corporation,in 1967 for operations at Expo 67. Has subsequently partnered in the acquisition,

operation and development of a diverse group of successful companies includingCanada's leading travel ware manufacturer and importer, Frontier Town USA (a themeamusement park), a national Internet Service Provider, an international satelliteorganization, an international sub prime lending group and currently heads a small &micro cap funding corporation.

On February 1, 2008, Ms. Dongmei Jia accepted to be an officer and director of the Corporation. She was appointed Chief Executive Officer and President.Her experience includes:

Dongmei

2007 Chairman & CEO Esprit Good Life 2006 - Present : President of Good Life Group Ltd. 2002 - 2003: MBA of Tsinghua University 1998 - 2006: Founder/ CEO/ Chairman of Hebei Cang Zhou Good Life

Supermarket Ltd. 1988 - 1998: Founder/General Manager of Feitian Decoration Ltd.

On February 1, 2008, Mr. JinMing Wang accepted to be an officer and director of the Corporation. He was appointed Treasurer of the Corporation.


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Item 8 Exhibits.The issuer shall either describe or attached any exhibits that are required under

Items XVIII and XIX of Section One, and which have not already been describedor attached in any prior disclosure statement, except that the issuer mustdescribe or attach any amendments to any previously described or attachedexhibits. The issuer shall also include current certifications, meeting therequirements contained in Item XX of Section One, relating to the QuarterlyUpdate.

In November 2007, China Good Life, LLC was formed pursuant to the Limited Liability Company Act of the State of Nevada as a member operated company.The members included:

Hebei Haorizi Trade Stock Co., Ltd.

Asia Pacific Enterprises Limited (for the benefit of Hebei Haorizi Trade Stock Co., Ltd. Esprit Financial Group, Inc.

The members of the Company signed an operating agreement on November 27,2007 under which a majority of the members are empowered to make all operating decisions and enter into contracts with third parties in relation to the operations of this Limited Liability Company.

On January 7th, 2008, THE League Publishing Inc. acquired the assets of Esprit Financial Group, Inc. in an all stock transaction valued at $57 million USD with

the total number of shares to be issued to MonArc Corporation (previously Esprit Financial Group, Inc.) of 95 million common shares.

This acquisition included substantially all of the North American operations of Esprit Financial Group with the exceptions of the IFGX division, cash and accounts receivable derived during the normal course of business. The acquisition also included Asia Pacific Enterprises Limited, a Belize based subsidiary of Esprit Financial Group, Inc.

Asia Pacific Enterprises Limited is a Special Purpose Corporation whose only assets are a 100% interest in Hebei Haorizi Trade Stock Co., Ltd. The operations

and business model are detailed in answer to Item 4 Managements discussion and analysis or plan of operation.

On January 27th, 2008, The League Publishing Inc. was renamed Good Life China Corporation pursuant to a board resolution.

Of this total number of shares issued to MonArc, MonArc will, in turn, issue 80 million shares to Asia Pacific Enterprises, Limited, and up to 14 million shares will


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be distributed as a special stock dividend to investors who held shares at the closing bell on February 1 st , 2008. The remaining shares shall be retained by MonArc, the disposition of which shall be determined by the Companys management and Board of Directors.

An additional 35,129,443 shares were issued to Corporate Bank PLC as an allocation towards a PPM offering, which offering is intended to raise up to $12 million USD over the next 8 12 months, with net proceeds to fund continued expansion of the Corporations business activities, as directed by the Officers and Board of Directors. These shares are to be held in escrow, and being released to accredited investors as the contract for placement comes due.

On April 9, 2008 a new ticker symbol was issued for the Corporation, and the Corporation began trading under the GLCC ticker symbol.

The Issuers primary SIC code is 5331 - Variety stores.Its secondary SIC code is 6799 - Investors, Not Elsewhere Classified


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Item 4

Managements discussion and analysis or plan of operation.

Good Life China Corporation

March 31, 2008


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INTRODUCTION:

Goo Life China Corporation is a diversified international company active in NorthAmerica and China. China based operations represent the lions share of revenue and

profit, centered around a large and rapidly growing chain of convenience stores servingrural markets.

Good Life is one of most successful and fastest growing chain of Convenience Stores inrural areas of Hebei Province, China.

The Company has enjoyed meteoric growth rates over the last 10 years, growing from amere 8 stores in 1999 to almost 1,600 in 2007, becoming the largest chain store network of convenience stores serving more than 2.4 million people in the rural areas of China.

The Company expects to continue rapid expansion of its retail footprint through the next

several years, and plans to begin launching stores in large urban areas beginning in 2008.Current plans call for the Company to expand to 4,000 franchised stores in 2008, andreach upwards of up to 15,000 locations by the end of 2010.

Hebei Province, Peoples Republic of ChinaPopulation: 65 million


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Good Life Projected Growth

4,0001600

13611080

400

10,000

15,000

20,000

0

20,000,000

40,000,000

60,000,000

80,000,000

No. of Stores 400 1080 1361 1600 4,000 10,000 15,000 20,000

Net Profit 595,577.72 1,112,047.84 1,587,405.38 2,292,751 6,228,329 12,231,868 19,170,127 27,676,845

Revenue 16,412,153.6 9,787,625.68 3,245,602.05 6,253,526 15,539,365 30,431,136 47,432,328 67,579,716

2005 2006 2007 Jan.-August

2007 E 2008 E 2009 E 2010 E 2011 E

In 2007, the Company modified its business model to move away from company ownedand operated retail outlets and converted all of its stores to a franchise model. With theeconomies of scale the Company is achieving as it continues to grow, it will focus oncore areas of expertise including logistics and group buying of consumer and farmsupplies and products.

The Company has established 3 logistics/distribution centers that provide web-enabledsupport to handle order entry, shipping and billing functions of products to itsfranchisees. With its emphasis on serving rural areas, the Companys stores are wellpositioned to provide a comprehensive one-stop shop for a wide variety of goods andservices to meet the needs of its farm-based customers.

The Company is in the process of diversifying its operations to include sub-primefinancial services to its millions of customers. This diversification is planned to includecrop insurance for local area farmers, as well as small loan lending services.

In addition, the Company also plans to expand areas of operation for its franchise storesto provide warehousing and distribution services for farm input products, as well asproviding commodity sales of crops on behalf of local farmers.

Much like the original Hudson Bay Company at the turn of the last century, farmers willbe able to borrow against farm inputs, purchase consumer goods and services for personalconsumption, and rely on Esprit / Good Life stores to sell their crops after harvest. Theywill be tied to Good Life stores for a great portion of their purchases due to the multipleservice relationships that will all be interconnected.


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CHINESE OPERATIONS

Good Life Group Limited was incorporated in 1998, by founder Ms.Dongmei JIA, in conjunction with Hebei Province Supply and MarketAssociation and other private investors, with contributed capital over $8 million USD.

Established to develop convenience stores in rural areas within Hebei Province, theCompany has been extremely successful. It has grown from a handful of stores to thelargest chain of convenience stores with roughly 1,600 retail outlets serving more than2.4 million people under the Haorizi retail banner in Hebei.

The current run rate of gross retail sales generated by the chain of Franchisees is over 800RMB, or $107 million USD.

The Companys five year plan is toreach gross retail sales 30 billionRMB, valued at just over $4 billionUSD. This would see the chain grow to20,000 retail locations, with roughly 20logistics centers supporting these stores.

The Company has met with greatsuccess serving the rural areas of HebeiProvince, (population of 66 million). It is well-positioned to expand services from a

simple retail model to a multi-service franchise system that delivers financial services tomeet the specific needs of local farmers.

As it does so, it will begin expanding geographically into key neighboring markets andtargeted urban centers:

Beijing (Second largest and capital city of PRC. .Population 15 million) Tianjin (Urban area is the third largest in China, after Shanghai and Beijing.

Population: 10.4 million). Shandong Province (Population: 92 million) Henan Province (Population: 97 million) Shanxi Province (Population: 32 million)

Jiangsu Province (Population: 70 million)


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RETAIL STORES

From corporate stores to franchise model:

As the Company has continued to grow, it has developed expertise in logistics, and hasrefocused corporate efforts to concentrate on the efficiencies generated throughadvanced, web-enabled systems and on the supply side as well as the retail distributionprocesses.

In 2007, the Company moved forward from a corporate owned retail store strategy to afranchise system. All 1,600 stores have been converted to franchises, and are nowoperated by franchisees. Aggressive expansion of the retail footprint will be made on thisbasis.

The franchise approach works incredibly efficiently. The Company has developedadvanced logistics and efficient stock inventory, sales reporting and back end corporatesoftware solutions, adopting many best practices used by major retailers in the Westernworld.

The rate at which the Company can establishnew retail locations is astonishing. Standardstore sizes are 100 sq. meters per location. Retailoutlets are based on a standardized format forthe Haorizi convenience store banner. Storefixtures, computer systems, signage andstocking is achieved in a matter of days, ratherthan months.

The chain will open nearly 600 new stores this year, and plans call for an acceleratedpace for the next five years that is staggering; reaching 4,000 locations by the end of 2008.

Retail Outlets:

A typical Haorizi store is roughly 100 sq. meters in size, and stocks a very wide selectionof products. This includes:

Fast food and snack

Groceries Alcoholic Beverages Health and Beauty Aids Kitchen appliances Soft Goods (clothing and footwear) Toys Newspapers and magazines Hardware Specialty regional products


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Average annual sales per store run RMB600,000 (roughly $80,000 USD). The stores aresupported by a sophisticated POS information system, tracking stock and providing web-enabled purchasing. Good Life incorporates advanced retail concepts bar codes whichdetail product as well as supplier information. This is a significant achievement, given therural areas within which the Company operates.

Each store also offers the option of becoming a retail member. Membership offers thebenefits of online ordering and payment, local delivery

The Membership Concept .

Good Life has developed a multi-tier membership concept, that operates at all levels of the supply and retail chain.

In addition to traditional retail sales, each store also features a membership option for its

customers. Members can order products online via the Companys web-enabled e-commerce website (www.huozhan.com ). Deliveries can be m ade to customers within a1 kilometer trading area around each store, or retail products can be ordered for pickup ata local franchise store.

This membership concept provides a powerful tool to cross-market products and serviceswell beyond the traditional offering of a convenience store. In rural areas, farmers canorder farm input supplies and products, and Good Life will be expanding into new areasin the short-term, such as farm crop insurance, small loans etc.

The Company also utilizes Customer Relation Management (CRM) within it web-enabled services, to provide higher levels of loyalty and monitor the effectiveness of itscustomer service policies and procedures.

A typical store has a membership of 400 local customers.

Franchisees have their own membership program. This provides comprehensive back-office services, financial reporting, regular news of new products and promotionalprograms, store services such as signage etc. At the wholesale level, suppliers and

manufacturers can also apply formembership. They must meet strictstandards re: product quality, pricing,and timely delivery of products.


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Franchise Systems:

Good Life is applying proven successful retail concepts to the Chinese market, withexcellent success. It is important to remember that many of the retail concepts we take forgranted are absolutely new to many of the Provinces in China. Consumers, particularly

in rural areas, are not accustomed to barcoded products, or computerized check-outs etc.These are revolutionary business practices.

Potential franchisees are required to meet strict eligibility prerequisites to ensure thesuccess of each new retail location, as well as to maintain consistent standards of products and services across the chain.

Once a potential franchisees application is accepted, they receive training at theCompanys head office; including operations manuals, store layout, policies, signagerequirements. Importantly, they are also trained on the operation of the Companys e-commerce enabled POS & back office systems.

Standard Franchisee Store Front

Ongoing training upgrades provide opportunity for successful operators to advance up theorganizations management structure.

Franchisees regularly tour Company headquarters to for guidance on store operations andmerchandizing, briefing on upcoming promotions and familiarization with the ever-expanding portfolio of products and services.


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One of the most significant initiatives is its expanding line of private labeledconsumer products, providing increased margins for the Company.

Sample of Haorizi Branded Products

Additionally, the Company is expanding its service delivery capabilities, to incorporatebanking services, postal services, telecommunications, online gaming etc.

Marketing and promotion are also being standardized across the retail network, providingadditional economies of scale previously non-existent in most areas served by theCompany.


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BUSINESS MODEL:

The Company has evolved from Corporate owned stores to a franchise system. Based onthe in-house knowledge based that has been developed in running these stores, Good Life

has put together a complete turnkey package to offer its franchisees, as well as a fullyintegrated supply chain management system.

Good Life has advanced logistics in place for its three existing warehouses, withaggressive plans to expand along with the Companys increasing store count.

It has developed sophisticated e-commerce capabilities that encompass suppliers,franchise stores and even end-consumers. Good Life has developed proprietaryintellectual property products that provide important competitive advantages in growingthe Company at a rapid pace. These include a logistics platform servicing the needs of both franchisees and suppliers and manufacturers. Internet e-commerce enabledconsumer level as well as franchisee payment systems; supply chain SCM, CRM systemsas well as integrated POS and back office management information systems andinventory and shipping monitoring systems round out the Companys InformationTechnology capabilities.

ConsumptionGoods

AgriculturalGoods

Orderconsumption

goods

AgriculturalProductionMaterials

Goodspayment

Goodspayment

Goods Goods

Storemembers/

Farmermembers

Suppliermembers

E-paymentSafe, Simple, Swift

Good LifeE-commerce

Platform:Information

& trade

Good Life Logistics:Timely, accurate,

efficient


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Logistics:

The Company currently has 3 logistics centers operating inCangzhou, Shijiazhuang and Beijing. Cangzhou, Shijiazhuangregional logistics centers sere a total distribution radius of 150

km, while the Beijing center handles logistics within a radius of 50 km.

Good Lifes business plans call for an aggressive growth plan within the next three tofive years serving the Beijing-Tianjin - Hebei markets; building a total of 19 logisticscenters, handling approximately 8,000 vendors, 50,000 network shops, and handlingdistribution of more than 50 billion yuan (nearly $7billion USD) in products annually.

The logistics centers will deliver agricultural inputs aswell as consumer products throughout its network. Rural

farmers will be able to sign up as members at the localstore level, entitling them to order their requirementsonline, for delivery within local trading areas.

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((MMee mm bb ee rr ))


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Revenue Streams

Franchisees: An upfront fee for the purchase of a franchise generates income over athree year period. Monthly licensing fees are also levied to cover the use of the Haorizibrand banner.

On an ongoing basis, revenues are generated throughshipping charges built in to the cost of product.

Software Licensing is a secondary source of revenue.The Company generates income from 1 time softwarepurchase and as well as ongoing monthly maintenancefees for POS and back-office systems, as well asinventory management.

Head Office IT DepartmentSuppliers and Manufacturers: Logistics charges for products shipped, merchandising,promotion and stocking fees are the primary sources of revenues.

Software licensing generates additional revenue on a similar approach as the franchisees;1 time purchase and ongoing monthly maintenance.

Private Label Products: The expanding portfolio of Haorizi branded products generatesadditional margins for the Company. Over time, these are anticipated to become quitesignificant.

Direct to Consumer : Consumers who are members can also order products and pay forthem online.


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MANAGEMENT TEAM

Chairman & CEO Dongmei Jia ei JiaDongmei

2007 Chairman & CEO Esprit Good Life 2006 - Present : President of Good Life Group Ltd. 2002 - 2003: MBA of Tsinghua University 1998 - 2006: Founder/ CEO/ Chairman of Hebei Cang Zhou Good Life

Supermarket Ltd. 1988 - 1998: Founder/General Manager of Feitian Decoration Ltd.

GOOD LIFE CHINA

Vice President, E-CommerceWenpeng GUI

2005 - Present: Vice President/E-commerce Manager of Hebei Good LifeBusiness Ltd.

2001 - 2005: COO of Beijing Jun He Online Technology Ltd. 1998 - 2000: Operation Manager of Beijing Zhong Gong Information Technology

Ltd. 1997 - 1998: Development Manager of Hua Cheng, Branch of The Peoples Bank

of China

Vice President, LogisticsBaoxin Yang

2007 - Present: Vice President /Logistics manager of Good Life Group. Ltd 1981 - 2007: Vice President /Purchasing manager of Beijing Chaoshifa Co.Ltd 1976 - 1980: Serve in the army

CFOGuoying Zhang

2006~present: CFO of Good Life Group. Ltd 2002~2006: Manager of Hebei Hongxiang Certified Public Accountants Co. Ltd 2002~1994: Cost manager of Shijiazhuang Interlining Factory


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CTOMing Zen

Ph.D.&M.S. in computer Sciences, Beijing Univ.; B.S. in Computer Sciences,Zhejiang Univ. 2001 - Present: CTO of Good Life Group. Ltd 2000 - 2001 Established internet construction materials purchasing platform

NORTH AMERICAN DIVISION

COO, Forex Trading DivisionPeter Presland

Peter Presland has a long and proven track record in developing companies from start-up tofinancial success. He has over 35 years experience, covering the entire gamut of sales andmarketing to managing his own business enterprises. Peter brings extensive knowledge of various core business practices. Over the past several years he has focused on Forex tradingto develop and establish key trading skills and strategies. He will be an asset in furthering theCompanys success story.Peter has a degree in Business Administration from London, England. He immigrated to theUnited States of America in 1969.

Network Operations, Web DevelopmentRon Macari

Ron has over 7 years of experience in the computing field including extensive industryand academic experience. He has earned a BCOM from Ryerson University and hasvarious diplomas from business and E-Commerce. He has delivered professional businesssolutions in mission critical applications and backend data management. Ron isresponsible for the entire Technical Department and is deeply involved in themaintenance and management of the entire IT structure for the Esprit Financial Group of companies.


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Sub Prime Small Loans

www.moneylendingbusiness.com/

The Company is a pioneer in the payday loan industry, and continues to develop the mostcomprehensive menu of services in the cash advance industry.

Operations include licensing of a comprehensive suite of Internet-based payday loan andcheck cashing software and private label back end office systems for the sub primemarket. The company's proven business model comprises operations in the U.S. andCanadian markets.

Money Lending Business .com offers complete turnkeysolutions for Internet delivered payday loans. The Companysproducts are licensed to third parties as standalone businesses.Revenue is derived from the initial purchase of the software,and monthly administrative fees, creating an ongoing revenuestream. These fees are not royalties, and allow licensees topursue aggressive growth without being weighed down byservice fees that eat into their margins.

CHECK EXPRESS SYSTEM

The perfect solution for a home based Internet payday loan business without the expense of operating a retail storefront. CHECK EXPRESS offers powerful and robust functionality andfeatures, such as reporting, exporting data, Trust Vault integration, electronic funds transfer(EFT) capabilities and a Credit Bureau interface feature.

Our System is designed to enable our Licensees to provide Payday Loans over the Internet orface to face (where allowed by law) in a small office environment. Our License does not callfor any royalty payments and monthly fees are priced in flat costs. All licensees receive acustomized website which is dynamic and interactive in nature. Customers apply via on-lineapplication forms at licensee websites, hosted by the Companys proprietary booking engine.

THE TRUST VAULT

Esprits proprietary Trust Vault provides a secure online environment in which sensitivefinancial information and transaction data can be held in a secure manner. Loan processingand consumer information is provided and transacted within this secure vault. It is designedto be very consumer friendly and extremely simple to use.


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"Check 21" (Check Clearing for the 21st Century Act) is a U.S. federal law that becameeffective on October 28, 2004. It is designed to enable banks to handle more checkselectronically, which should make check processing faster and more efficient.Under Check 21, banks can capture a picture of the front and back of the check along withthe associated payment information and transmit this information electronically.

Front and Back view of a substitute check (Source: Federal Reserve)


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The international check clearing market represents huge potential for growth. While Check 21 is being increasingly adopted in the United States, it is quite a new conceptinternationally. Checks drawn on a U.S. Account, for deposit in international markets oftentake 30-45 days to clear, and sometimes even longer. Esprits Cash Now 21 reduces theclearance time to a mere 3 business days or less.

For foreign markets such as Asia and South America that have significant funds flow back and forth from the U.S., this becomes an invaluable asset. Esprit is intent on being first tomarket with as non-financial institution to offer this service.

Initial rollout of services is slated for the Chinese markets. There is very significant latentdemand for this service and we have received an overwhelming response from preliminarydiscussions with Chinese banks for our service. Most Chinese banks handle significantnumbers of U.S. denominated checks, whether payroll checks for U.S. citizens working inChina, or for export related payments to international destinations.


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GOOD LIFE FOREX TRADING

The Corporations Forex division is an introductorybroker to FXDirectDealer, LLC (FXDD). Thisdivision will be providing 24 hour access to asophisticated trading platform, directly linked to theInterbank clearing systems, for active day traders.Heading the division is Peter Presland based at theCompanys Florida office.

This division previously worked as an IntroductoryBroker for Advanced Markets, and The Forex divisionis currently preparing to reconstruct its website to reflect

its recent switch to FXDD.

The Foreign Exchange market, also referred to as the"Forex" or "FX" market is the largest financial marketin the world, with a daily average turnover of US$1.9trillion 30 times larger than the combined volume of all U.S. equity markets. "Foreign Exchange" is the simultaneous buying of one currency andselling of another. Currencies are traded in pairs, for example Euro/US Dollar (EUR/USD) orUS Dollar/Japanese Yen (USD/JPY). Industry estimates suggest that a full 95% of trading isspeculative, and not tied to international trade.

The division currently trades Forex for its own corporate account, and will be offering awider variety of added value services such as managed trading and advanced automatedtrading services.


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GOOD LIFE CHINA CORPORATION

ITEM XV

FINANCIAL STATEMENTS


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December 31, 2007

GOOD LIFE CHINA CORPORATION

Table of Contents

PageFinancial Statements

Management Introduction 3

Asia Pacific Balance Sheet 4

Asia Pacific Statement of Income & Expense 5

Asia Pacific Statement of Cash Flows 6

Esprit Financial Group Balance Sheet 8

Esprit Financial Group Statement of Income & Expense 9

Esprit Financial Group Statement of Cash Flows 10

Esprit Financial Group Notes to the Financial Statements 11-

.


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GOOD LIFE CHINA CORPORATION MANAGEMENT INTRODUCTION

On January 7 th, 2008, THE League Publishing Inc. acquired the assets of Esprit Financial Group, Inc.

This acquisition included substantially all of the North American operations, as well as those of AsiaPacific Enterprises Limited, a Belize based subsidiary of Esprit Financial Group, Inc.

Asia Pacific Enterprises Limited is a holding company whose only assets are a 100% interest in HebeiHaorizi Trade Stock Co., Ltd.

The Corporation was subsequently renamed Good Life China Corporation pursuant to a board resolutionon January 27 th, 2008.

The following financial statements show the results of operations for both Esprit Financial Group, Inc. andAsia Pacific Enterprises for the year ended December 31 st, 2007.

These have not been consolidated, and are provided for additional disclosure purposes on behalf of Investors interested in the financial performance of the acquired companies prior to the actual acquisition inJanuary 2008.

It should also be noted that the Asia Pacific statements may not reflect Generally Accepted AccountingPrinciples of the United States, given the fact that the Companys accounting practices reflect those of China.

Additionally, it should be noted that Asia Pacifics accounting practices do not reflect total revenuesgenerated by their 1,600 plus franchisees, which is well in excess of $100 million USD. The Companysrevenues reflect wholesale revenues from its franchisees, and cost associated thereto.

Esprit Financial Group, inc. have been previously reported on behalf of the Company for he year endedDecember 31, 2007.


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ASIA PACIFIC ENTERPRISES, LIMITED BALANCE SHEET

FOR THE YEAR ENDED December 31, 2007(Unaudited)

BALANCE SHEET

ASSETS 2007CURRENT ASSETS

Cash $ 3,945,834Accounts Receivable 3,719,655Inventory 2,490,029Deposits & Prepaid Expenses 2,874,734

13,030,252

LONG-TERM INVESTMENTS 483,097

FIXED ASSETSProperty Plant & Equip - net 4,212,957Construction in Progress 1,061,675

5,274,632

OTHER ASSETS 1,974,140

TOTAL ASSETS $ 20,762,121

LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES

Accounts payable and accrued liabilities $ 1,160,528Bank Indebtedness 959,614Received in Advance 1,769,677Accrued Payroll 59,304Taxes Payable 1,094,826

5,043,949LONG-TERM LIABILITIES

Long-term loans 4,002,961

TOTAL LIABILITIES 9,046,910

SHAREHOLDERS EQUITYCAPITAL STOCKPaid-in Capital 10,677,633

RETAINED EARNINGS 1,037,57811,715,211

TOTAL LIABILITIES & SHAREHOLDERS EQUITY $ 20,762,121


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ASIA PACIFIC ENTERPRISES, LIMITED

STATEMENTS OF INCOME AND EXPENSEFOR THE TWELVE MONTHS ENDED DECEMBER 31, 2007

(Unaudited)

2007

REVENUE $ 5,938,107

COST OF SALESCost of main operations 1,659,732Operating expense 821,142Tax and levies on main operations 14,207

TOTAL COST OF SALES 2,495,081

GROSS PROFIT 3,443.026

OPERATING EXPENSESGeneral and administrative 1,009,430Financing Expense 418,207

TOTAL 1,427,637

Net Profit from Operations 2,015,389

Investment IncomeSubsidy Income 184,339Non-operating income 3,206Non-operating expense 69,820

TOTAL PROFIT 2,272,754

INCOME TAXES 491,242

NET PROFIT $ 1,781,513

DEFICIT Beginning of period ( 743,935)RETAINED EARNINGS End of the period $ 1,037,578


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ASIA PACIFIC ENTERPRISES, LIMITEDSTATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2007(Unaudited)

CASH FLOWS

Cash flows from operating activitiesProfit from operations $ 1,781,512

Adjustments for loss from operations

To cash flows from operating activities:Amortization of assets 226,273Gain on disposal of assets 66,614Finance Expenses 1,889

Net Change in-non cash operating itemsAccounts Receivable 3,049,741Inventory -1,870,167Prepaid Expenses 3,891Accounts Payable -4,213,359

Cash flows from operating activities $ -953,605Cash flows from investing activities:

Bank Indebtedness -105,206Cash from capital contributions 2,993,691Other cash from financing activities -

Cash used in investing activities $ 2,888,485 Cash flows from financing activities:

Acquisition of property & equipment -173,826Cash from disposal of investments -138,649Other cash relating to investment activities -

Cash used for financing activities $ -312,475Net increase (decrease) in cash 1,622,405Effect of Foreign Exchange 216,043Cash at the beginning of period 2,107,386Cash at the end of period $ 3,945,834


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ESPRIT FRINANCIAL GROUP, INC.December 31, 2007

Table of Contents

Page

Quarterly Financial Statements

Consolidated Balance Sheet 8

Consolidated Statement of Earnings and Deficiency 9

Consolidated Statement of Cash Flows 10

Consolidated Statement of Shareholders Deficiency 11

Notes to Consolidated Financial Statements 12-18


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ESPRIT FINANCIAL GROUPCONSOLIDATED BALANCE SHEET

FOR THE THREE MONTHS ENDED DECEMBER 31, 2007(Unaudited)

BALANCE SHEET

ASSETS Dec Qtr 07CURRENT ASSETS

Cash $ 74,365Accounts Receivable 42,756

Loan Receivable (Note 2) 18,750TOTAL CURRENT ASSETS 135,871

INVESTMENTS - Asia Pacific Enterprise (Note 3) 1,047,640- Check 21 China (Note 3) 898,894- Harbour 1 and Harbour 11 (Note 3) 110,000

LOAN RECEIVABLE - Long Term- Asiana Corporation (Note 2) 250,000

FIXED ASSETS (Note 8) 643,849GOODWILL 145,293TOTAL ASSETS $ 3,231,547

LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES

Accounts payable and accrued liabilities $ 112,562Line of Credit (Note 4) 75,000

TOTAL CURRENT LIABILITIES -187,562

SHAREHOLDERS EQUITYCAPITAL STOCK

Common stock, authorized 14,000,000,000 shares, 4,052,254Issued and outstanding 13,825,256,000 sharesPreferred Stock issued and outstanding 2,000 shares

DEFICIT (1,008,269)TOTAL SHAREHOLDERS EQUITY 3,043,985TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 3,231,547

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


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ESPRIT FINANCIAL GROUP

CONSOLIDATED STATEMENTS OF EARNINGS AND DEFICITFOR THE THREE MONTHS ENDED DECEMBER 31, 2007

(Unaudited)

EARNINGS Dec Qtr 07SALES

Franchise/License Sales $ 112,450IFGX Consulting Fees 84,350Interest Earned 27,224Other 21,400

TOTAL SALES 245,424

COST OF SALESContract Labour 66,200Commission 11,475Training and outside services 15,540

TOTAL COST OF SALES 93,215

GROSS PROFIT 152,209

OPERATING EXPENSESMarketing, Advertising and Promotion 76,600Auto and Travel 40,201Depreciation of Fixed Assets 138,135General and administrative 23,654Interest and Bank charges 7,640Legal and Accounting 33,420Office Expenses 33,760

Payroll taxes 9,350Salaries, Wages and benefits 75,750Telecommunication and Internet 50,300

TOTAL OPERATING EXPENSES 488,810

NET PROFIT (LOSS) $ (336,601)

DEFICIT Beginning of period (671,668)DEFICIT End of the period $ (1,008,269)



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CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE THREE MONTHS ENDED DECEMBER 31, 2007

(Unaudited)

CASH FLOWS

Cash flows from operating activitiesProfit/Loss from operations $ (336,601)

Adjustments for loss from operationsTo cash flows from operating activities:

Amortization of goodwill 0Depreciation of fixed assets 138,135Cash flows from operating activities $ (198,466)

Cash flows from investing activities:Capital expenditures -Investment in acquisitions (978,174)Increase accounts receivable 69,564Increase in loans to related companies -Cash used in investing activities $ (908,610)

Cash flows from financing activities:Increase in accounts payable and accrued liabilities 105,712Increase in loans from related companies 75,000Increase in loans payable -Issuance of capital stock 325,060Cash used for financing activities $ 505,772

Net increase (decrease) in cash $ (601,304)Cash at the beginning of period $ 675,669Cash at the end of period $ 74,365



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STATEMENT OF SHAREHOLDERS DEFICIENCYFOR THE THREE MONTHS ENDED DECEMBER 31, 2007

(Unaudited)

Dec Qtr 2007 Preferred Stock Common Stock Deficit TotalShares Amount Shares Amount

Balance Sept 30, 2007 0 $ - 10,296,000,000 $3,727,194 ($ 671,668) $ 3,055,526

Issuance of stock 2,000 $ - 3,529,256,000 $ 325,060 $ (336,601) $ ( 11,541)

Balance Dec 31, 2007 2,000 $ - 13,825,256,000 $4,052,254 $ (1,008,269) $3,043,985



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED DECEMBER 31, 2007

(Unaudited)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

On July 12th 2004, Cash Now Corporation (formerly B Com Inc.) acquired all of the outstanding shares of Cash Now.Com LLC. Cash Now USA. Com Inc. and Cash Now Fransys Inc. in an all share transaction.

The company issued restricted shares to acquire 100% of the three entities crediting $ 1 to capital stock.Cash Now USA.Com Inc and Cash Now Fransys where sold in May 2005. Cash Now Capital Inc. CashNow Systems Inc. and Cash Now Developments where purchased in May 2005.

In May 2006 Cash Now Corporation acquired all of the outstanding shares of Cash Now Pty Ltd anAustralian Company operating the Australian Master Franchise since of Cash Now. Cash Now Pty Ltd hasoperating corporate stores and franchises in Australia and is a market leader in the payday lending and

cheque-cashing arena.In May 2007, the Company acquired all of the assets of ATM Business Solutions as well as IFGX.com Incin a stock for stock deal. Stock was also issued in the quarter to retire debt.

The company changed its corporate name to Esprit Financial Group Inc and a new CUSIP number wasissued on March 22nd, 2007. The company has a new ticker symbol (EFGO).

On April 17 th, 2007, the Company issued 2,000 preferred shares with 30 million:1 super voting rights inconjunction with a secured line of credit for up to $600,000.00 secured by a GSA on Company assets.

In May 2007, the Company acquired all of the assets of ATM Business Solutions as well as IFGX.com Inc.in a stock for stock deal. Stock was also issued in the quarter to retire debt.

These consolidated financial statements were compiled from the financial statements of the subsidiaries.The subsidiaries are noted below:

CASH NOW DEVELOPMENTS INC. IFGX INC. ATM BUSINESS SOLUTIONS

In November, 2007, Cash Now PTY. Ltd. Ceased operations. This was in response to new legislationpassed in Australia that essentially prohibited sub-prime payday loans. The consolidated statements of earnings reflect earnings from the above entities for the period.

NOTE 2. LOAN RECEIVABLE

In June, 2007, Esprit provided mezzanine financing to Global Vision Holdings, Ltd. In the amount of $250,000.The funding is in the form of subordinated debt, and carries an annual interest rate of 15%, payable twice a yearbeginning Dec 31st, 2007. Debt repayments begin March 31st, 2009 at the rate of $50,000 per quarter in 5installments.

Additionally, stock warrants have been granted, under the following terms; The lesser of $100,000 worth of stock, the face value of the debt still outstanding, or 5% of the

outstanding stock as of December 31st each year at a strike price based on the average price pershare traded in the previous 90 days.


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The stock warrants can only be exercised once in a calendar year, beginning June 30th, 2009.

NOTE 3. INVESTMENTS

Purchased 100% of GLOBAL VISION HOLDING INC on April 16th, 2007 for $80,000 and subsequently sold76.33% of the shares on May 2 nd 2007 to a private party for $200,000, realizing an extraordinary gain on sale of $138,934. The remaining 23.67% of Global was sold on August, 2007 for $175,000.

Purchased in May, 2007 Harbour I Inc. and Harbour II Inc. for a total of $110,000.

Purchased 100% of CHECK 21 CHINA on June 29th 2007 for a value of $898,894 financed through a stock issue of 1,787,787,990 shares of Esprit Financial Group (EFGO).-The Company has capitalized legal and accounting costs as well as proceeds from the sale of 3 billionshares of stock issued from treasury that relate to the purchase of Asia Pacific Enterprises Limited, totaling$1,047,640 during the last quarter of 2007.

NOTE 4. LINE OF CREDIT

On April 17 th, 2007, the Company issued 2,000 preferred shares with 30 million:1 super voting rights inconjunction with a secured line of credit for up to $600,000.00 secured by a GSA on Company assets.

The Company drew down a total of $75,000 on the Line of Credit during the fourth quarter.

NOTE 5. MATERIAL DEVELOPMENTS AND SUBSEQUENT EVENTS

Good Life China:

On October 8, 2007 the company entered into a Purchase Agreement to acquire 100 per cent of HebeiHaorizi Company Ltd. (Good Life), A mainland China based company, in consideration of five million incash and stock, for a total consideration of $47 million,. Subsequently, on December 24 th, 2007, the termsof the acquisition were modified in light of a number of considerations. These included the creation of aSpecial Purpose Corporation, Asia Pacific Enterprises Limited in Belize as a holding Company for GoodLife.

Additionally, on November 30, 2007 Esprit entered into a purchase and sale agreement with The LeaguePublishing, Inc. (TLGP), a Nevada corporation, which included the existing assets of Esprit and Good Life.Total consideration for the Acquisition was established at $60.5 million in an all stock transaction. TLGPwill issue 85 million common shares of TLGP at a value of $0.70 each, of which 80 million will beassignable to Asia Pacific Enterprises Limited upon closing, which is anticipated in the first quarter of 2008.

The company also passed a resolution to distribute approximately 14 million shares of TLGP stock toMonArc shareholders as of Friday February 1 st, 2008 on a 1:1 basis for shares of MonArc (subsequent to

the reverse split).

In November 2007, the company passed a resolution to reverse its stock from 14 billion shares to 14million shares in a 1000-1 stock reversal.

On December 31, 2007, the company formalized a SPC Agreement with Pacific Asia Group for the sale of its assets to TLGP.

On January 9 th, 2008 the company changed its name to MonArc Corporation..


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Pursuant to the name change, the company entered into a share purchase agreement with Canden FinancialGroup to acquire 100 per cent of Canden on an all-stock basis of one million post reverse payout.

NOTE 6. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting policies and procedures are listed below. The company has adopted a December 31 yearend.

Accounting Basis

We have prepared the consolidated financial statements according to generally accepted accountingprinciples (GAAP).

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less ascash equivalents. As of December 31, 2007, the company had no cash or cash equivalent balances in excessof the federally insured amounts. The Companys policy is to invest excess funds in only well capitalizedfinancial institutions.

Earnings per Share

The Company adopted the provisions of SFAS No. 128, "Earnings per Share." SFAS No. 128 requires thepresentation of basic and diluted earnings per share ("EPS"). Basic EPS is computed by dividing incomeavailable to common stockholders by the weighted-average number of common shares outstanding for theperiod. Diluted EPS includes the potential dilution that could occur if options or other contracts to issuecommon stock were exercised or converted.

The Company has not issued any options or warrants or similar securities since inception.

Stock Based Compensation

As permitted by Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure", which amended SFAS 123 ("SFAS 123"), "Accountingfor Stock-Based Compensation", the Company has elected to continue to follow the intrinsic value methodin accounting for its stock-based employee compensation arrangements as defined by AccountingPrinciples Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees, and relatedInterpretations including "Financial Accounting Standards Board Interpretations No. 44, Accounting forCertain Transactions Involving Stock Compensation", and interpretation of APB No. 25. At December 31,2007 the Company has not formed a Stock Option Plan and has not issued any options.

Dividends

The Company has adopted a policy regarding the payment of dividends. Dividends may be paid toshareholders once all divisions are fully operational and profitable. The Board may also pay dividends to

counter any short selling or undermining of the entity. See Note 1.Fixed Assets

Fixed assets are carried at cost. Depreciation is computed using the straight-line method of depreciationover the assets estimated useful lives. Maintenance and repairs are charged to expense as incurred; majorrenewals and improvements are capitalized. When items of fixed assets are sold or retired, the related costand accumulated depreciation are removed from the accounts and any gain or loss is included in income.


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Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in thedeferred income taxes. Provision is made for the deferred income taxes where differences exist between theperiod in which transactions affect current taxable income and the period in which they enter into thedetermination of net income in the financial statements.

Advertising

Advertising is expensed when incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in theUnited States of America requires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenue and expenses during the reporting period. Actual resultscould differ from those estimates.

Goodwill

Goodwill is created when we acquire a business. It is calculated by deducting the fair value of the netassets acquired from the consideration given and represents the value of factors that contribute to greaterearning power, such as a good reputation, customer loyalty or intellectual capital.

We assess goodwill of individual subsidiaries for impairment in the fourth quarter of every year, and whencircumstances indicate that goodwill might be impaired.

NOTE 7. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as agoing concern. The Company incurred a loss for the period through to Dec 31, 2007 of $ 336,601 The

Companys continuation as a going concern is dependent on its ability to meet its obligations, to obtainadditional financing as may be required and ultimately to attain profitability. These financial statements donot include any adjustments that might result from the outcome of this uncertainty.

NOTE 5. RECENTLY ISSUED ACCOUNTING STANDARDS

Management does not believe that any recently issued but not yet adopted accounting standards will have amaterial effect on the Company's results of operations or on the reported amounts of its assets and liabilitiesupon adoption.

NOTE 8. SHAREHOLDERS EQUITY

Common Stock:

On July 12, 2004 the Company purchased all issued and outstanding shares of Cash Now Fransys Inc.,Cash Now.com LLC and Cash Now USA.com LLC . In May 2005 the Company sold Cash Now USA.ComInc and Cash Now Fransys and purchased Cash Now Capital Inc. Cash Now Systems Inc. and Cash NowDevelopments. As of December 31, 2007 the company has 13,825,256,000 shares of common stock issuedand outstanding.

NOTE 9. PROVISION FOR INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109,


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Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach inaccounting for income taxes. Deferred tax assets and liabilities are recorded based on the differencesbetween the financial statement and tax bases of assets and liabilities and the tax rates in effect when thesedifferences are expected to reverse.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weightof available evidence, it is more likely than not that some or all of the deferred tax assets will not berealized. The provision for income taxes is comprised of the net changes in deferred taxes less thevaluation account plus the current taxes payable as shown in the chart below.

NOTE 10. FIXED ASSETS

Fixed assets consist of thefollowing at December 31, 2007 Cost Depreciation

AccumulatedDepreciation Net 4th Qtr

Proprietary Software $ 565,000 $ 113,235 $ 113,235 $ 451,765

Computer $ 143,560 $ 10,400 $ 90,325 $ 53,235

Furniture and Equipment $ 265,090 $ 14,500 $ 126,241 $ 138,849

Total $ 973,650 $ 138,135 $ 329,801 $ 643,849

These financial statements and notes thereto present fairly, in all material respects,the financial position of the company and the results of its operations and cash

flows for the periods presented, in conformity with accounting principles generallyaccepted in the United States, consistently applied and hereby certified by

Garr Winters, President, ESPRIT FINANCIAL GROUP.


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Certification of Current Information

I, Dongmei Jia, certify that:

1. I have reviewed this summary of Current Information of Good Life ChinaCorporation.

2. Based on my knowledge, this disclosure statement does not contain anyuntrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect tothe period covered by this disclosure statement; and

3. Based on my knowledge, the financial statements, and other financialinformation included or incorporated by reference in this disclosurestatement, fairly present in all material respects the financial condition,results of operations and cash flows of the issuer as of, and for, theperiods presented in this disclosure statement.

Date:

Dongmei JiaPresident and Director

GLCC Disclosure Obligations

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