EXHIBIT 10.12

                    APPROVED & EXECUTED ON DECEMBER 30, 2005

                          GENERAL PARTNERSHIP AGREEMENT
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         This Agreement is made and entered into as of the 30 day of December,
2005 between GENESIS EQUITY PARTNERS, LLC, a US limited liability partnership
(referred to as "GEP") and JIN MA GROUP, LTD., registered in the People's
Republic of China (referred to as the "Company").

          In consideration of the mutual promises made herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1. PURPOSE. The Company hereby engages GEP for the term specified in
Section 2 hereof to provide consulting services to the Company as a
non-exclusive external consultant in connection with financial and similar
matters upon the terms and conditions set forth herein.

         2. TERM. Except as otherwise specified in Section 4 hereof, this
Agreement between GEP and the Company is for the 18 month period commencing on
the date hereof and may be terminated by the Company or GEP at any time upon 60
days written notice.

         3. DUTIES OF GENESIS EQUITY PARTNERS.

                  3.1 REGISTRATION SERVICES: During the term of this Agreement,
GEP shall provide the Company with corporate finance and related financial
registration services, advice with regards to, establishing the Company as a
registered corporation in the United States, raising money in the private sector
through a private placement, going public and filing a registration statement,
advise the Company with regards to listing its stock on the Pink Sheets, OTCBB,
NASDAQ SmallCap, NASDAQ NMS or other Western public stock exchanges.

                  GEP may recommend and obtain legal counsel; an SEC registered
accounting firm, transfer agent and financial printer on behalf of and for the
Company. GEP shall be responsible for all legal and professional costs up to and
through the effectiveness of a registration statement. All subsequent fees and
costs are included hereunder in section 4.2

                  GEP shall devote such time and effort to the performance of
its duties hereunder as GEP deems reasonably necessary. GEP may look to others
for such factual information, investment recommendations, economic advice and/or
research, upon which to base its advice to the Company hereunder, as it shall
deem appropriate.

                  In addition, GEP shall hold itself ready to assist the Company
in evaluating and negotiating particular contracts or transactions, if requested
to do so by the Company, upon reasonable written notice, and GEP will undertake
such evaluations and negotiations upon prior written agreement as to additional
compensation to be paid by the Company to GEP with respect to such evaluations
and negotiations and their related expenses.

                  The Company recognizes that GEP now renders and may continue
to render financial and other registration services to other individuals and
entities which may or may not conduct activities similar to those of the Company
and acknowledges that GEP shall be free to render services of any kind to any
other corporation, firm, individual or association.

                                                    GENESIS EQUITY PARTNERS, LLC
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                    APPROVED & EXECUTED ON DECEMBER 30, 2005

                  3.2 POST-REGISTRATION SERVICES: GEP will provide the Company
Post-Registration services including but not limited to:

      o   Assistance in preparation and completion of documents required for
         submission to the SEC by the Company via the EDGAR database

      o   Assistance in public relations, including coordination of all investor
         relation's efforts, including stock market support and awareness

      o   Assistance in quarterly and annual reports preparation

      o   Assistance in financial auditing

      o   Assistance in SEC regulation compliance

      o   Assistance in fund raising

      o   Design and set up of a US Website for the Company to address US
         shareholder needs

      o   Assistance in locating and pre-qualifying potential merger candidates

      o   Assistance in business development in other areas that the Company may
         need

         4. COMPENSATION.

                  4.1 REGISTRATION SERVICES: In consideration for the services
rendered within 90 days by GEP to the Company pursuant to section 3.1
("Registration Services") of this Agreement, the Company shall pay a service fee
of USD 100 to GEP upon entering into the agreement herein.

                  Upon completion of the Company's registration, the Company
shall issue and deliver to GEP shares of common stock equivalent to 35% of the
Company's total shares.

                  In the case of a Reverse Merger, GEP will be responsible for
the cost of the