- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b - 2 of the Exchange Act)    Yes  o     No x

Commission File Number 0-25765

CHINA FORESTRY, INC .

(Exact name of Registrant as specified in its charter)

Nevada		87-0429748
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Room 517, No. 18 Building

Nangangjizhong District, High-Tech Development Zone

Harbin, Heilongjiang Province, The People’s Republic of China

(Address of principal executive offices)

(011) (86) 0451-87011257

(Registrant's telephone number)

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes  x     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer  o      Accelerated Filer  o      Non-accelerated Filer  o      Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):   Yes  o      No x

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: August 12, 2010, 156,000,000 shares.

 

 

 

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CHINA FORESTRY, INC.

Form 10-Q for the period ended June 30, 2010

TABLE OF CONTENTS

			Page
PART I - FINANCIAL INFORMATION
	ITEM 1 - FINANCIAL STATEMENTS
		Consolidated Balance Sheets at June 30, 2010 (Unaudited) and December 31, 2009	3
		Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2010 and 2009	4
		Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009	5
		Notes to Unaudited Consolidated Financial Statements	6
	ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		7
	ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
	ITEM 4 - CONTROLS AND PROCEDURES		10
PART II - OTHER INFORMATION
	ITEM 5 - OTHER INFORMATION		10
	ITEM 6 - EXHIBITS		11
		SIGNATURES	12

 

 

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CHINA FORESTRY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
		June 30,				December 31,
		2010				2009
		(Unaudited)
ASSETS
Current Assets
Cash		$	1,334				1,599
Total Current Assets			1,334				1,599
Timberlands - net of accumulated amortization			824,012				829,445
Total Assets		$	825,346				831,044
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses		$	6,370				10,126
Other payables			50,000				-
Due to related parties			140,887				154,628
Total Current Liabilities and Total Liabilities			197,257				164,754
Shareholders' Equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized;
None issued and outstanding			-				-
Common stock, $0.001 par value; 200,000,000  shares authorized,
56,000,000 shares issued and outstanding			56,000				56,000
Additional Paid-in Capital			1,938,764				1,938,764
Accumulated Deficit			(1,426,337	)			(1,384,354	)
Accumulated comprehensive income			59,662				55,880
Total Shareholders' Equity			628,089				666,290
Total Liabilities and Shareholders' Equity		$	825,346				831,044

See Notes to Consolidated Financial Statements

 

 

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CHINA FORESTRY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
		For the Three Months ended								For the Six Months ended
		June 30,								June 30,
		2010				2009				2010				2009
Expenses
General and administrative expenses		$	12,855			$	20,070			$	41,983			$	75,039
Net Loss			(12,855	)			(20,070	)			(41,983	)			(75,039	)
Other comprehensive income-Foreign exchange gain (loss)			(374	)			(1,079	)			3,782				(54	)
Comprehensive income (loss)		$	(13,229	)		$	(21,149	)		$	(38,201	)		$	(75,093	)
Net Loss per share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding- basic and diluted			56,000,000				56,000,000				56,000,000				56,000,000

See Notes to Consolidated Financial Statements.

 

 

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CHINA FORESTRY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
		For the Six Months ended
		June 30,
		2010				2009
Operating Activities:
Net loss		$	(41,983	)		$	(75,039	)
Adjustments to reconcile loss to net cash provided by (used in) operations
Amortization			5,433				8,845
Changes in operating assets and liabilities:
Prepaid expenses			-				2,009
Accounts payable and accrued expenses			(3,756	)			257
Other payables			50,000				-
Net cash provided by (used in) operating activities			9,694				(63,928	)
Financing Activities
Advances from related parties			(13,741	)			65,177
Net cash provided by (used in) financing activities			(13,741	)			65,177
Effect of exchange rate changes on cash			3,782				(1,218	)
Increase(decrease)  in cash			(265	)			31
Cash at beginning of period			1,599				2,652
Cash at end of period		$	1,334				2,683
Supplemental cash flow information
Interest paid		$	-			$	-
Income tax paid		$	-			$	-

 

See Notes to Consolidated Financial Statements.

 

 

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CHINA FORESTRY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of China Forestry, Inc. and Subsidiaries (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in China Forestry’s latest Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K, have been omitted.

NOTE 2 - GOING CONCERN

The Company’s ability to continue as a going concern is ultimately contingent upon its ability to attain profitable operations through the successful development of its business plan. As shown in the accompanying consolidated financial statements, the Company has incurred an accumulated deficit of $1,426,337 as of June 30, 2010 through its limited operations. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners’ investment. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis" and the Notes to Financial Statements, are "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements.

GENERAL DESCRIPTION OF BUSINESS

Introduction

We were originally incorporated in Nevada on January 13, 1986. Since inception, we have not had active business operations and were considered a development stage company. In 1993, we entered into an agreement with Bradley S. Shepherd in which Mr. Shepherd agreed to become an officer and director and use his best efforts to organize and update our books and records and to seek business opportunities for acquisition or participation. The acquisition of the share capital of Hong Kong Jin Yuan was such an opportunity.

As a result of a Share Exchange, Hong Kong Jin Yuan became our wholly-owned subsidiary, Harbin SenRun became our indirect wholly-owned subsidiary, and we succeeded to the business of Harbin SenRun Forestry Development Co., Ltd., a producer of forest products with approximately 1,561 hectares of State forest assets located mainly over the Small Xing An Mountains, Jin Yin County, and the Harbin Wu Chang District of Heilongjiang Province of Northern China.

Harbin SenRun was founded in 2004. It currently has a workforce of 8 full time employees, mainly in sales, administration and in supporting services. It recruits temporary part-time workers to carry out felling, cutting and forestry plantation and protection.

Harbin SenRun engages in the business of conserving and managing forests and forest lands to provide a sustained supply of forest products, forest conditions, and other forest values desired by its position as a forest user. Its primary operations are felling trees and selling the logs. Its principal revenue producer is log sales.

Philosophy & Values

Since its inception, Harbin SenRun’s founders and management team have been committed to the philosophy of “the forest as an independent ecosystem,” and believe this focus will continue to help Harbin SenRun grow and develop as a strong and lasting enterprise.

Holding true to its values, Harbin SenRun treats the forest as a renewable resource, a sustainable resource, a storable resource, and a beneficial resource, yielding economic benefits, ecosystem benefits and social benefits.

Competition

Log Sales

We have no strong competitors in the Heilongjiang Province. We believe that any logging operation that might compete with Harbin SenRun produces products that are lesser in quality than our products. Moreover, most of these competitors produce products that are considered lower grade than the our products. Our logs include alley woods (20%), the highly demanded charcoal wood material used for construction materials (35%), and thick woods (45%).

 

 

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RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements included in this report and is qualified in its entirety by the foregoing.

CRITICAL ACCOUNTING POLICIES

For purposes of this section entitled “Critical Accounting Policies,” Harbin SenRun and Hong Kong Jin Yuan shall hereafter together be referred to as “Harbin SenRun.”  During the preparation of the financial statements Harbin SenRun is required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, Harbin SenRun evaluates its estimates and judgments, including those related to sales, returns, pricing concessions, bad debts, inventories, investments, fixed assets, intangible assets, income taxes and other contingencies. Harbin SenRun bases its estimates on historical experience and on various other assumptions that it believes are reasonable under current conditions.  Actual results may differ from these estimates under different assumptions or conditions.

In response to the SEC’s Release No. 33-8040, “Cautionary Advice Regarding Disclosure About Critical Accounting Policy,” Harbin SenRun identified the most critical accounting principles upon which its financial status depends.  Harbin SenRun determined that those critical accounting principles are related to the use of estimates, inventory valuation, revenue recognition, income tax and impairment of intangibles and other long-lived assets. Harbin SenRun presents these accounting policies in the relevant sections in this management’s discussion and analysis, including the Recently Issued Accounting Pronouncements discussed below.

Timberlands . We carried timberland at historical cost less accumulated amortization. Since private ownership of timberland is not allowed in the People’s Republic of China, the Company acquired the user right of timberland from the government. We capitalized the acquisition costs of the user right and allocated that cost to the timberland. The user right is good for from 50 to 70 years and with the user right, the timber on the timberland is under the Company’s ownership. Amortization of the use right on timberland is primarily determined using the straight-line method over the life of usage right.

We review the carrying value of our long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. We assess recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value.

We capitalized reforestation costs incurred in developing viable seedling plantations (up to two years from planting), such as site preparation, seedlings, planting, fertilization, insect and wildlife control, thinning and herbicide application. We expensed all other costs, such as property taxes and costs of forest management personnel, as incurred. Once the seedling plantation was viable, we expensed all costs to maintain the viable plantations, such as fertilization, herbicide application, insect and wildlife control, and thinning, as incurred. We capitalized costs incurred to initially build roads as land improvements, and we expensed as incurred costs to maintain these roads.

Income Taxes. China Forestry has adopted Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (SFAS 109). SFAS 109 requires the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consist of taxes currently due plus deferred taxes. Since China forestry had no operations within the United States there is no provision for US income taxes and there are no deferred tax amounts as of December 31, 2009. The charge for taxation is based on the results for the year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they related to income taxes levied by the same taxation authority and the Company intends to settle current tax assets and liabilities on a net basis.

 

 

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Three Months Ended June 30, 2010 Compared to the Three Months Ended June 30, 2009

Net Sales

We had no sales for the three months ended June 30, 2010 and 2009. This result is a function of lack of business during these periods since we do not have a wood-cutting quota for log sales from the local government.

Net Loss

Our net loss was $12,855 and $20,070 for the three months ended June 30, 2010 and 2009, respectively. The net losses in these periods were due to primarily to general and administrative expenses, which were $12,855 and $20,070 for the three months ended June 30, 2010 and 2009, respectively.  The decrease in net loss was the result of lower general and administrative expenses for the period.

Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30, 2009

Net Sales

We had no sales for the six months ended June 30, 2010 and 2009. This result is a function of a lack of business during these periods since we do not have a wood-cutting quota for log sales from the local government.

Net Loss

Our net loss was $41,983 and $75,039 for the six months ended June 30, 2010 and 2009, respectively. The net losses in these periods were due to primarily to general and administrative expenses, which were $41,983 and $75,039 for the six months ended June 30, 2010 and 2009, respectively.  The decrease in net loss was the result of lower general and administrative expenses for the six months ended June 30, 2010.

Liquidity and Capital Resources

Our ability to continue as a going concern is ultimately contingent upon our ability to attain profitable operations through the successful development of our business plan. As shown in the accompanying consolidated financial statements, we have incurred an accumulated deficit of $1,426,337 as of June 30, 2010 through our limited operations. We have working capital deficits and negative operating cash flows. These conditions raise substantial doubt as to our ability to continue as a going concern. We are actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners’ investment.

As of June 30, 2010, cash and cash equivalents totaled $1,334. This cash position was the result of a combination of cash at the beginning of the period in the amount of $1,599 and net cash used in financing activities in the amount of $13,741, offset by net cash provided by operating activities in the amount of $9,694.  

We believe that said level of financial resources is a significant factor for our future development and accordingly may choose at any time to raise capital through private debt or equity financing to strengthen our financial position, facilitate growth and provide us with additional flexibility to take advantage of business opportunities.

Subsequent Events

On June 10, 2010, we executed a Share Exchange Agreement (the “Agreement”) by and between us, Financial International (Hong Kong) Holdings Company Limited, a company organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“FIHK”); LIU, Shengli, the owner of 60% of the outstanding share capital of FIHK (“Liu”), and LI, Bin, the owner of 40% of the outstanding share capital of FIHK (“Li”) (Liu and Li collectively being the “Shareholders”), and Hanzhong Hengtai Bio-Tech Limited, a company organized and existing under the laws of the People’s Republic of China (“Hengtai”). FIHK and Hengtai are hereinafter referred to as the “FIHK Companies.”  A copy of the Agreement is attached as Exhibit 10 to our Form 8-K filed with the Commission on June 16, 2010, and is hereby incorporated by reference.

 

 

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Closing of the Share Exchange

Pursuant to and at the closing of the Agreement, which occurred on July 15, 2010, we acquired one hundred percent (100%) of all of the issued and outstanding share capital of FIHK from the Shareholders, as well as a cash payment of $50,000 from Hengtai, in exchange for One Hundred Million (100,000,000) newly issued shares of our common stock and a Convertible Note in the principal amount of $1.0 million, which note is convertible into 68,000,000 shares of our common stock (the “Convertible Note”).  Further, we authorized Interwest Transfer Company, Inc., our transfer agent, to issue to the Shareholders the 100,000,000 shares of our common stock, with 60,000,000 shares to Liu and 40,000,000 shares to Li.

As a result of the transactions consummated at the closing, shares representing 64.1% of our post-issuance outstanding shares of common stock were issued to the Shareholders, and all of the registered capital of FIHK was acquired by us. Upon completion of the physical exchange of the share certificates, FIHK, which provides advisory services in developing and marketing biological technology products, will be our wholly-owned subsidiary. Hengtai, which is engaged in the plantation business of Chinese Yew, Aesculus, Dove Tree and Dendrobium, will exist as a variable interest entity controlled by FIHK.

Operating Agreement

On June 17, 2010, we executed an Operating Agreement by and among us, FIHK, the Shareholders and Hengtai, in which we agreed to continue operating our subsidiary Jin Yuan Global Ltd., a limited liability corporation organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China (“Jin Yuan Global”), for at least 90 days after the closing of the share exchange in order to determine whether, as a business matter, Jin Yuan Global fits within our business plan, and, if not, whether we should dispose of the operating subsidiary to a third party.  Further, the parties have agreed that any incremental costs associated with auditing Jin Yuan Global after the closing of the Agreement shall be borne by us.  A copy of the Operating Agreement is attached as Exhibit 10 to our Form 8-K filed with the Commission..

We intend to rely on Regulation S under the Securities Act of 1933, as amended (the “Act”), for an exemption from the registration requirements of the Act applicable to the issuance of the 100,000,000 new investment shares and the Convertible Note to the Shareholders, on the basis that the Shareholders are not U.S. persons within the meaning of Rule 902 under the Act.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, our operations are exposed to fluctuations in interest rates. These fluctuations can vary the costs of financing and investing yields. During the first six months of 2010, we have not utilized any financing arrangements or investing arrangements and are not currently subject to any market risk.

ITEM 4 - CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer (the principal executive officer and principal financial officer, respectively) have concluded, based on their evaluation as of June 30, 2010, that the design and operation of the Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) are not effective to ensure that information required to be disclosed in the reports filed or submitted by us under the Exchange Act is accumulated, recorded, processed, summarized and reported to the management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding whether or not disclosure is required.

During the quarter ended June 30, 2010, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II - OTHER INFORMATION

ITEM 5 - OTHER INFORMATION

Pursuant to and at the closing of the Agreement, which occurred on July 15, 2010, we acquired one hundred percent (100%) of all of the issued and outstanding share capital of FIHK from the Shareholders, as well as a cash payment of $50,000 from Hengtai, in exchange for One Hundred Million (100,000,000) newly issued shares of our common stock and a Convertible Note in the principal amount of $1.0 million, which note is convertible into 68,000,000 shares of our common stock (the “Convertible Note”).  Further, we authorized Interwest Transfer Company, Inc., our transfer agent, to issue to the Shareholders the 100,000,000 shares of our common stock, with 60,000,000 shares to Liu and 40,000,000 shares to Li.

 

 

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As a result of the transactions consummated at the closing, shares representing 64.1% of our post-issuance outstanding shares of common stock were issued to the Shareholders, and all of the registered capital of FIHK was acquired by us. Upon completion of the physical exchange of the share certificates, FIHK, which provides advisory services in developing and marketing biological technology products, will be our wholly-owned subsidiary. Hengtai, which is engaged in the plantation business of Chinese Yew, Aesculus, Dove Tree and Dendrobium, will exist as a variable interest entity controlled by FIHK.

ITEM 6 – EXHIBITS

 

10.1	Share Exchange Agreement dated June 10, 2010 (incorporated by reference from Exhibit 10 to our Form 8-K filed on June 16, 2010).
10.2	Operating Agreement dated June 17, 2010 (incorporated by reference from Exhibit 10 to our Form 8-K filed on July 16, 2010).
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

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SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CHINA FORESTRY, INC.

(Registrant)

 

August 13 , 2010	/s/Yuan Tian
	Yuan Tian
	Chief Executive Officer
	(Principal Executive Officer)
August 13, 2010	/s/Man Ha
	Man Ha
	Chief Financial Officer
	(Principal Financial Officer)

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