Item 1.01 Entry into a Material Definitive Agreement.

On July 10, 2009, Lions Petroleum, Inc. ("Company") entered a Share Exchange Agreement with Heller Biotech International, Inc, a Delaware corporation ('Heller"), by which Company will issue 100,000,000 shares of common stock to Daxin Ren, the sole shareholder of Heller, in exchange for all the issued and outstanding stock of Heller. Upon the closing of this share exchange transaction, Heller will become Company's wholly owned subsidiary.

Heller was incorporated in Delaware on December 08, 2008. On March 18, 2009, Heller acquired 100% of the ownership of Heilongjiang Hongxing Science and Technology Development Co, Ltd ("Hongxing").

Hongxing was originally organized under the laws of People's Republic of China on February 03, 2004. On July 09, 2009, Hongxing entered a Consultation and Operation Agreement with Beijing Hongxing Decheng Science and Technology Development Co, Ltd ("Beijing Hongxing"). Under the Consultation and Operation Agreement, Beijing Hongxing grants exclusive right to Hongxing to manage and operate all the general business operations of Beijing Hongxing, including operating and managing a website http://www.pb178.com and providing a variety of online services and products through this website, such as agricultural products, farming equipments and supplies, agriculture related government policy information and trade news, tourism information, etc.