Tsing Da Century Education Technology Co. Ltd. (0001381790)

On September 16, 2010, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which the Company completed an offering of units for total gross proceeds of $9,600,000. Each Unit is priced at $1.60 and consists of one:

• one ordinary share, par value $0.000128 per share
  
• Series A Stock Purchase Warrant to purchase 35% of the number of Ordinary Shares.  The initial Warrant exercise price is $2.08 per share (all on a post three-for-one consolidation basis, as discussed in the Company’s recent Preliminary 14C Information Statement) and the Warrant term is five (5) years. The Warrant may be exercised on a cashless basis three (3) months after the Ordinary Shares are listed on the Over-the-Counter Bulletin Board, the Pink Sheets or a major stock exchange. The Company and the Investors entered into other ancillary agreements, some of which included certain shareholders of the Company. These agreements are described in part below.

Effective May 24, 2010, Compass Acquisition Corporation and its controlling shareholders entered into a share exchange agreement with Tsing Da Century Education Technology Co. Ltd.

Company Snapshot:

Leading on-line and off-line provider of educational services throughout PRC.

Industry Snapshot:

• The severe need for ancillary education in the PRC is due to a number of factors. China’s vast territory and large population have lead to a significant disparity in public educational offerings between urban and rural areas. According to official statistics, there is a significant gap in the average education investment of students between rich and poor provinces
  
• According to information published by the PRC government, Tsingda Education’s target population market as of December 31, 2010 is approximately 360 million individuals.
  
• Based on industry data, market scale of online education in 2008 in the PRC amounted to approximately $5.1 Billion with 2012 projections reaching $10.6 Billion. Moreover, online education learners in China will climb to 23.1 million in 2010, twice as much as that in 2007.
  
• Chinese online education market will experience an average growth of 150% in the next five years.
  
• For its offline learning centers, the Company has avoided direct competition from the larger learning companies by avoiding the geographics of first tier cities. In addition, the Company has separated itself from most of its competition (both online and offline) due to its digitized and video content, which includes textbooks from virtually all regions served. Moreover, the Company’s menu of online classrooms far exceeds it competitors.

Post Merger Share Calculation:

•   3,743,531: Pre reverse merger outstanding shares 
•   6,239,220: Newly issued shares of Common Stock
• 24,402,278: Shares from convertible preferred associated with private placement

GeoTeam® best effort calculation of total post reverse merger shares assuming full conversions:  34,385,029

Financial Snapshot:

• Tsingda Education’s fiscal 2009 revenues increased approximately 101% from the prior year and pre-tax net income increased by approximately 79% to $7.07 million from the prior year.