China Health Resource 10-Q 2010 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:
For the Quarterly Period ended:  September 30, 2010
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from __________________ to __________________

Commission File Number: 000-50029

CHINA HEALTH RESOURCE, INC.

(Name of Small Business Issuer in its Charter)

Delaware	73-1629948
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

343 Sui Zhou Zhong Road

Suining, Sichuan Province, P.R. China

(Address of Principal Executive Offices)

+(86-825) 239-1788

(Issuer’s Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 x 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.

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

Number of shares outstanding of each of the issuer’s classes of common equity, as of September 30, 2010:  159,935,953 shares of Common Stock of par value US $0.001

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties.  The issuer’s actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “the Company believes,” “management believes” and similar language, including those set forth in the discussions under “Notes to Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Resul ts of Operations” as well as those discussed elsewhere in this Form 10-Q.  We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
		Page
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4T.	CONTROLS AND PROCEDURES	17
PART II.  OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	18
ITEM 1A.	RISK FACTORS AFFECTING FUTURE RESULTS	18
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	18
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	18
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	18
ITEM 5.	OTHER INFORMATION	18
ITEM 6.	EXHIBITS	18
SIGNATURES		19
INDEX TO EXHIBITS		20

PART I.  FINANCIAL INFORMATION

		Page
ITEM 1.	FINANCIAL STATEMENTS	1
	Index to Financial Statements	1
	Unaudited Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009	2
	Unaudited Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2010 and 2009	3
	Unaudited Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2010 and 2009	4
	Notes to Unaudited Consolidated Financial Statements for the Three and Nine Months ended September 30, 2010 and 2009	5

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the period ended September 30, 2010 are not necessarily indicative of the results that can be expected for the full year.

1

China Health Resource, Inc. and Subsidiary

Unaudited Condensed Consolidated Balance Sheets

As of September 30, 2010 and December 31, 2009

ASSETS	September 30, 2010			December 31, 2009
CURRENT ASSETS				(Audited)
Cash and Cash Equivalents	$	39,787		$	18,211
Accounts Receivable		1,426,461			889,020
Note Receivable		-			350,312
Employee Advances		-			14,916
Advances to Suppliers		56,200			55,630
Inventory		1,571,254			29,006
TOTAL CURRENT ASSETS		3,093,703			1,357,094
FIXED ASSETS
Property, Plant, and Equipment		977,757			959,557
Accumulated Depreciation		(152,873	)		(126,507	)
TOTAL NET FIXED ASSETS		824,884			833,050
TOTAL ASSETS	$	3,918,587		$	2,190,144
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities	$	401,972		$	268,849
Other Payables		110,129			113,592
Due to Shareholder		376,457			376,457
Taxes Payable		830,660			309,574
Notes Payable		-			234,322
TOTAL CURRENT LIABILITIES		1,719,219			1,302,794
TOTAL LIABILITIES		1,719,219			1,302,794
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock Class A ( 500,000,000 shares authorized,
159,935,953 issued and outstanding, par value $0.001)		280,289			142,289
Preferred Stock (50,000,000 shares authorized,
0 issued and outstanding)		-			-
Additional paid in capital		1,145,833			1,145,833
Accumulated other comprehensive income		211,953			157,143
Retained earnings (deficit)		561,293			(557,914	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		2,199,368			887,350
TOTAL LIABILITIES AND EQUITY	$	3,918,587		$	2,190,144

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

2

China Health Resource, Inc. and Subsidiary

Unaudited Condensed Consolidated Statement of Operations

For the Three and Nine Months Ended September 30, 2010 and 2009

	For the 3 months ended				For the 9 months ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
REVENUES
Sales	$	2,925,676	$	1,535,111	$	6,425,332	$	2,818,426
Cost of Sales		1,435,436		1,266,501		4,288,820		2,289,858
GROSSPROFIT		1,490,240		268,610		2,136,512		528,568
OPERATING EXPENSES
Selling, General, and Administrative		382,200		176,764		531,098		405,502
Interest Expense		15,772		4,074		24,645		37,817
TOTALOPERATINGEXPENSES		397,973		180,838		555,743		443,319
OPERATINGINCOME(LOSS)		1,092,267		87,772		1,580,769		85,249
OTHER INCOME / (EXPENSES)
Other		5		-		2,022		7,254
TOTALOTHERINCOME/(EXPENSE)		5		-		2,022		7,254
NETINCOME(LOSS)BEFORETAXES		1,092,272		87,772		1,582,791		92,503
INCOME TAX EXPENSE		340,002		2		463,585		24,567
NET INCOME (LOSS)	$	752,270	$	87,770	$	1,119,207	$	67,936
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign Currency Translation (Loss) Gain		40,270		15,426		54,810		16,002
COMPREHENSIVE INCOME (LOSS)	$	792,540	$	103,196	$	1,174,017	$	83,938
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic		150,132,031		142,288,894		144,903,273		142,288,894
Fully diluted		150,132,031		142,288,894		144,903,273		142,288,894
NET LOSS PER COMMON SHARE
Basic		**		**		**		**
Fully diluted		**		**		**		**
** Less than $.01

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

3

China Health Resource, Inc. and Subsidiary

Unaudited Condensed Consolidated Statement of Cash Flows

For the Nine Months Ended September 30, 2010 and 2009

	For the 9 months ended
	September 30, 2010			September 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income after income tax	$	1,119,207		$	67,936
Adjustments to reconcile net income to
net cash used in operating activities:
Stock-based compensation		138,000			84,251
Depreciation		23,590			25,474
Accounts receivable		(512,384	)		(770,146	)
Employee Advances and Other Receivable		15,437			149,047
Prepaid Expenses		-			59,647
Inventory		(1,166,089	)		143,958
Accounts payable and accrued liabilities		130,534			(38,721	)
Other payable		(5,529	)		74,230
Tax payable		509,155			(13,732	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		251,921			(218,055	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Notes Receivable					12,869
Proceeds from sale of property and equipment		-			102,248
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		-			115,117
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on short-term-note payable		(235,008	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		(235,008	)		-
FOREIGN CURRENCY TRANSLATION		4,663			16,002
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		21,576			(86,936	)
CASH AND CASH EQUIVALENTS:
Beginning of period		18,211			101,497
End of period	$	39,787		$	14,561
SUPPLEMENTAL CASH FLOW INFORMATION:
Common stock issued for settlement of convertible debt	$	-		$	-
Inventory received in exchange for Note Receivable	$	350,384		$	-

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

4

China Health Resource, Inc. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2010 and 2009

(Expressed in USD)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with both generally accepted accounting principles for interim financial information, and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, considered necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim financial information have read or have access to the Company’s annual audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2009 and 2008 thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2009. 

2. ORGANIZATION AND BUSINESS BACKGROUND

China Health Resource Inc., f/k/a Voice Diary Inc. (the “Company” or “CHRI”) was incorporated in the State of Delaware on February 26, 2002. In June and July 2002, the Company acquired approximately 99% of the outstanding shares of Voice Diary Ltd., an Israeli corporation (“VDL”), through the exchange of shares of the Company with former shareholders of the Subsidiary. VDL was disposed of on August 22, 2006 pursuant to the agreement between the Company, VDL and Arie Hinkis, the former president of the Company. On May 21, 2007, the Company changed its name to “China Health Resource Inc.”.

On June 13, 2006, CHRI (“acquiree”) executed a Plan of Exchange with Sui Ning Shi Yin Fa Bai Zhi Chan Ye You Xian Gong Si, a corporation organized and existing under the laws of the Peoples’ Republic of China (“Yin Fa” or ‘acquirer”), the shareholders of Yin Fa (the “Yin Fa Shareholders”) and the Majority Shareholder of the CHRI, pursuant to which six simultaneous transactions were consummated at closing, as follows: (1) settlement of the liabilities of CHRI, (2) a deposit of 7,977,023 (pre-split) new shares of Class A Common Stock and 2,000 new shares of Class B Common Stock via hand delivery by Mr. Hinkis in exchange for a payment of $264,000 in cash , (3) a deposit of 1,305,000 (pre-split) shares of Class A Common Stock via hand delivery by Mr. Hinkis in exchange for a payment of $136,000 in cash, (4) the issuance of  30,000,000 (post-split) investment shares of Class A Common Stock of the Registrant to the Yin Fa shareholders pursuant to Regulation S under the Securities Act of 1933, as amended, in exchange for all of the shares of registered capital of Yin Fa, (5) vending out the CHRI subsidiary after closing, and (6) retirement of 744 shares of Class B Common Stock owned Mr. Hinkis at closing against payment of $74,000 and settlement of all unpaid salaries and severance pay to Mr. Hinkis in the amount of $100,000, of which both amounts was taken from the payment made to CHRI for the issued shares.

The Plan of Exchange was consummated on August 22, 2006; as a result, Yin Fa became a wholly-owned subsidiary of CHRI. The transaction was treated for accounting purposes as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree.

Accordingly, the consolidated financial statements include the following:

(1)	The balance sheet consists of the net assets of the acquirer at historical cost and the net assets of the acquiree at historical cost.
(2)	The statement of operations includes the operations of the acquirer for the periods presented and the operations of the acquiree from the date of the merger.

5

China Health Resource, Inc. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2010 and 2009

(Expressed in USD)

Yin Fa was founded on April 24, 2001 in China.  The main business plan includes the manufacturing, processing, and sales of Dahurian Angelica Root (DAR) and its related products.  DAR is one of the major herbs used in Chinese traditional medicines.  In 2004 and 2005, the company and Sichuan Yingfa Resource Development Co., Ltd., (Sichuan) began the process of applying for Good Agricultural Practice of Medical Plants and Animals (GAP) for DAR. The project passed the inspection of the State Food and Drug Administration (SFDA), and the SFDA made the final, official announcement on February 26, 2006.  

A GAP certificate means that the planning, quality, and manufacturing of DAR meet a high and certifiable standard.  The GAP certificate is in the name of Sichuan and the company manages the processing and sales of DAR. CHRI and its wholly owned subsidiary Yin Fa are hereafter referred to as (the “Company”).

3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Fair Value Measurements and Disclosures

(Accounting Standards Update (“ASU”) 2010-06)

In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements.” ASU 2010-06 requires new disclosures regarding transfers in and out of the Level 1 and 2 and activity within Level 3 fair value measurements and clarifies existing disclosures of inputs and valuation techniques for Level 2 and 3 fair value measurements. ASU 2010-06 also includes conforming amendments to employers’ disclosures about postretirement benefit plan assets. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure of activity within Level 3 fair value measurements, which is effective for fiscal year s beginning after December 15, 2010, and for interim periods within those years. The adoption of this statement is not expected to have a material impact on our consolidated financial position or results of operation.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)  SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

4. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the period ended September 30, 2010 and 2009 are summarized as follows:

Cash paid during the 9 months ended September 30, 2010 and 2009 for interest and income taxes:

	September 30, 2010		September 30, 2009
Income Taxes		463,585		0
Interest		24,645		0

6

China Health Resource, Inc. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2010 and 2009

(Expressed in USD)

5. INVENTORIES

Inventories as of September 30, 2010 and December 31, 2009 consist of the following:

	September 30, 2010		December 31, 2009
Raw materials	$	1,542,230	$	3,064
Low value consumables		13,753		6,388
Finished goods		15,271		19,554
	$	1,571,254	$	29,006

For the year ended September 30, 2010 and December 31, 2009, no provision for obsolete inventories was recorded by the Company.

6. NOTE RECEIVABLE

For the second quarter of 2010, we had a receivable trade off for raw DAR with a non-related business partner at the end of April, 2010. According to the contract, we accepted to collect 868,900 kg of raw DAR with a unit price of RMB 2.87 per kilogram (approximately US $0.42 per kilogram) to offset an amount of US $350,312 (as of December 31, 2009) receivable balance from this partner. 

For the third quarter of 2010, there was no new issue related to or belong to note receivable.

7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net as of September 30, 2010 and December 31, 2009 consists of the following:

	September 30, 2010			December 31, 2009
Property, plant and equipment		977,757			959,557
Less: accumulated depreciation		(152,873	)		(126,507	)
Property, plant and equipment, net	$	824,884		$	833,050

8. SHARE-BASED COMPENSATION

Effective August 20, 2010, the Company’s Board of Directors appointed Mr. Jiayin Wang Chief  Executive Officer of the Company. The Board of Directors has approved the following compensation for Mr. Wang in his capacity as the Company’s Chief Executive Officer: 

(a) no annual base salary will be paid until such time as the Company achieves $1,000,000 in annual net income, whereupon Mr. Wang will receive an annual base salary of based upon the Company’s market capitalization and fair market rate of a public company chief executive officer;

7

China Health Resource, Inc. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2010 and 2009

(Expressed in USD)

(b) a signing bonus totaling $50,000, payable on August 20, 2010 in shares of the Company's Class A common stock (the "Common Stock") based on a price per share of $0.00782, the average of the closing prices of the Common Stock as quoted on the OTC Bulletin Board for the five (5) trading days ending on such date.  Mr. Wang received 6,393,862 shares of Common Stock as a signing bonus which shares are not registered under the U.S. Securities Act of 1933, as amended (the "1933 Act");

c) a grant of stock options to purchase 6,000,000 shares of Common Stock at an exercise price of $0.02 per share, vesting over 18 months in equal monthly installments.  The stock options were granted pursuant to the Company’s 2009 Omnibus Incentive Plan and have a grant date of August 20, 2010; and

(d) performance bonuses payable in shares of the Common Stock (which shares will not registered under the 1933 Act) based upon milestones and terms as follows:

i.  If the Company achieves $500,000 in net income for the three-month period ended September 30, 2010 as shown in the Company's financial statements contained in the Quarterly Report on Form 10-Q for such period, Mr. Wang will receive a bonus of $40,000 payable in shares of Common Stock valued at $0.02 per share.

ii. If the Company achieves $1,000,000 in net income for the six-month period ended December 31, 2010, Mr. Wang will receive a bonus of $100,000 payable in shares of Common Stock valued at $0.05 per share.

iii. If the Company achieves $1,500,000 in net income for the nine-month period ended March  31, 2011, Mr. Wang will receive a bonus of $160,000 payable in shares of Common Stock valued at $0.08 per share.

Mr. Wang will also be eligible to receive periodic stock grants and participate in the Company's incentive plans and benefit plans for which he is eligible.  

  In recognition of Mr. Wang's contributions to the Company's achievement of various corporate and financial milestones, effective August 20, 2010, the Board of Directors approved a bonus for Mr. Wang in the amount of $88,000 payable in shares of Common Stock based on a price per share of $0.00782, the average of the closing prices of the Common Stock as quoted on the OTC Bulletin Board for the five (5) trading days ending on such date.  Mr. Wang received 11,253,197 shares of Common Stock that are not registered under the 1933 Act under this bonus.

For the 9 month ended September 30, 2010, total 17,647,059 shares of Common Stock in amount of $138,000 was recognized as share-based compensation.

9.   GOING CONCERN UNCERTAINTIES

These consolidated financial statements have been prepared assuming that Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future, also with the macro condition of the fact of the booming traditional Chinese medicine market.

8

China Health Resource, Inc. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2010 and 2009

(Expressed in USD)

As shown in the accompanying audited financial statements, the Company has a surplus book value and a positive cash flow from operations; the nearly 50% of gross profit margin indicates that the traditional Chinese medicine market has been booming for the third quarter of the year 2010; the ever-increasing amount of accounts receivable have placed a doubt as to whether the Company can maintain its growth as a going concern. The ability of the Company to improve its profit level is dependent on developing operations, continued increasing revenues, and obtaining new capital. In terms of operating profit and cash flow analysis, the Company’s operating profit and cash flow are improved tremendously compare to the same period last year. The reason for the improvement is that the Company has put greater effort in expanding the sales market development, widening the selling channel, introducing some byproducts of DAR; and the most important factor is the skyrocketed traditional Chinese medicine end-user market price recently. In the future, the Company will have a capital expansion plan and sales promotion plan which will give the bigger advantage to the Company’s asset and profit level.

Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations through September 30, 2010.  As a result, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

9

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto included in Item 1 of this report and is qualified in its entirety by the foregoing.

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 of Financial Condition and Results of Operations” and the Notes to Consolidated 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, 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, our expansion and acquisition strategy, our ability to achieve operating efficiencies, our ability to successfully develop, manufacture and deliver Dahurian Angelica Root and related products on a timely basis and in the prescribed condition, evolving standards in the Traditional Chinese Medicine industry, domestic and international regulatory matters, general economic and business conditions, the strength and financial resources of our competitors, our ability to raise sufficient capital in order to effectuate our business plan, our ability to find and retain skilled personnel and key executives, the political and economic climate in which we conduct operations and the risk factors described from time to time in our other documents and reports filed with the Securities and Exchange Commission (the “Commission”).

General

All references in this Quarterly Report on Form 10-Q to the “Company,” “CHRI,” the “Registrant,” “we,” “us” or “our” are to China Health Resource, Inc., a Delaware corporation.  These terms also refer, where context requires, to our subsidiary corporation, Suining Shi Yinfa Bai Zhi Chan Ye You Xian Gong Si, a corporation organized and existing under the laws of the Peoples’ Republic of China (“Yinfa”), acquired in August 2006.

We were incorporated in the State of Delaware on February 26, 2002.  In June and July 2002, we acquired approximately 99% of the outstanding shares of Voice Diary Ltd., an Israeli corporation (“VDL”), through an exchange of shares of the Company with shareholders of VDL.  On June 13, 2006, we, as the acquirer, executed a Plan of Exchange with Yinfa (acquiree), the shareholders of Yinfa and the Company’s then majority shareholders, pursuant to which we issued 30,000,000 (post-split) new shares of our Class A Common Stock to the Yinfa shareholders in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance upon Regulation S thereunder, in exchange for all of their shares of registered capital of Yinfa. As a result, Yinfa b ecame our wholly-owned subsidiary.  Yinfa was founded on April 24, 2001, with registered capital of US $125,500 (RMB 1,000,000) and total assets of US $1,475,795.  Yinfa’s business incorporates a self-owned production base and a network of DAR (as defined below) associates, farmers and research and development affiliates.  The transaction was treated for accounting purposes as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree.  We disposed of VDL on August 22, 2006 pursuant to the agreement between the Company, VDL and Arie Hinkis, our former president.  On May 21, 2007, we changed our name to China Health Resource, Inc. to more accurately reflect our business operations.

10

Our Business

Since the completion of the Plan of Exchange with Yinfa, our core business has been in pharmaceuticals and the continued operations of Yinfa. Yinfa is a Chinese pharmaceutical company focused on producing, processing and commercializing Dahurian Angelica Root (“DAR”), a popular Traditional Chinese Medicine (“TCM”) herb employed extensively as an ingredient in food, medicine and cosmetics. The Suining district in China’s Sichuan Province is the major planting and production area in China for DAR as a result of the unique and ideal local climate and soil properties. Over 70% of DAR for general use and 100% of DAR for pharmaceutical use in China is produced in Suining. We have partnered with Chengdu University of Traditional Chinese Medicine for scientific development and technical su pport. Our business strategy involves continued development in research and developmemt (“R&D”) base fields, retaining experienced DAR farmers, using scientific methods to develop new drugs , and leveraging the DAR Association (this association explained below) for DAR production and competitive market advantage. Besides the producing and sales of DAR, we also make further processing of DAR due to its functions in expelling wind (in TCM terminology, which describes wind-cold exterior syndrome manifested by headache, supraobital pain and nasal obstruction), detoxification, anti-inflamatory and pain relieving. We, currently, offer the following products:

1.   Yishen Capsule: the Yishen Capsule is a TCM health care product, with Sichuan DAR as main ingredient together with other TCM herbs, such as Panax quinquefolius (commonly known as Ginseng), Rhizoma gastrodiae (commonly known as Tian ma), Eriobotrya japonica (commonly known as loquat or medlar), etc. This Yishen Capsule is effective in treating weariness, caused by hypoxia (hypoxia is a pathological condition in which the body is deprived of adequate oxygen supply).

2.    Bailing Capsule: the Bailing Capsule is made from Sichuan DAR (main ingredient), Glossy ganoderma (Glossy ganoderma helps to strengthen blood function and improve leukocyte level. Also, it is highly effective for strengthening body's own anticancer activity), Coix seed (Coix seeds stimulate the digestive and cardiovascular systems, are anti-inflammatory, and induce diuresis. Coix seeds are also used to treat the symptoms of diarrhea and arthritis), Chrysanthemum (which has properties of anti-HIV-1, antibacterialand antimycotic), etc. The production process includes raw ingredient selecting, drying, raw ingredient crushing, raw ingredient mixing, sterilizing, filling and packaging. It is a good medicine for healing exogenous headach es, migraine headaches, vascular headache to name a few.

3.     Zhiyuan Fragrant Bag: In this fragrant bag, the Sichuan DAR, together with Rhizoma atractylodis, Patchouli, Borneol, Rhizoma ligustici wallichii, Chinese cinnamon, chrysanthemum, Eupatorium fortunei Turcz. and peppermint, can be effective in cleansing, refreshing, and strengthening the immune system with its aroma-therapy properties. This fragrant bag, a further developed health care product originated from the traditional fragrant bag, is effective in anti-flu and anti-carsickness. 4. Kimchee Mate: This Kimchee Mate, with Sichuan DAR as main ingredient, is produced in modernized, high-temperature sterilization and vacuum packing. Kimchee Mate is used for making kimchee, and helps make the kimchee more fragrant and crisp.

On February 26, 2006, Sichuan Yinfa Resource Development Co., Ltd (“Yinfa Resource”), an affiliate company, successfully obtained the Good Agricultural Practice of Medical Plants and Animals (“GAP”) certification for DAR. The standards which must be met to obtain certification include the inspections of our environmental quality, seed quality, and strict monitoring of chemical residue levels from pesticides and fertilizers. These standards were adopted by the Chinese State Food and Drug Administration (the “SFDA”). On January 1, 2007, Yinfa Resource entered into, with Yinfa, a contract for the exclusive right of using the DAR GAP certificate from January 1, 2007 to December 31, 2017. Our R&D Fields for GAP production involves approximately 133,334 square meters of R&D planting fields farmed directly by Yinfa, and 1,333,340 square meters of fields farmed under the instructions and directions of Yinfa, all of which passed inspection by the SFDA and meet the specifications for GAP.  In order to expand production and meet the DAR demand in market, Yinfa increased, in December 2008, fields farmed under the instructions and directions of Yinfa by 2,141,544 square meters, with such fields of a total 3,474,884 square meters.

11

In December 14, 2006, Sichuan Province Suining City DAR Association (“Association”) successfully obtained the “Suining Sichuan Angelica” certified trademark issued by the China State Administration of Industry and Commerce through December 13, 2016, and is renewable. Yinfa signed an agreement with the Association, in which Yinfa has exclusive rights to use and benefit from the trademark. The significance of the trademark is that it is commonly known that the best quality DAR comes from Suining, Sichuan. There are approximately 235 regional certification trademarks like these in China, including 65 for natural resources, of which over 20 are for natural herb resources, which shows that these trademarks for natural resources are difficult to obtain. The development of Suining Sichuan DAR w ith GAP standard is supported by the National Scientific and Technical Supporting Program of the Ministry of Science and Technology of PRC; and also the National Scientific and Technical Supporting Program of Sichuan Provincial Science and Technology Department of PRC.

The price of raw DAR depends on supply and demand. As our business grows, we intend to further expand the Suining Sichuan DAR trademark, which is the highest quality DAR available grown within GAP standards and is most ideal for pharmaceutical use.

We believe our business model will help facilitate the process of growing and commercializing DAR, research and development, sales and marketing. Our current DAR-related products include the Bailing Capsule, Yisheng Capsule, Kimchee-Mate and Fragrant Bag, all of which have been certified by the SFDA and are being sold into the market via regional distributors throughout China. We will continue to explore the development and addition of DAR products in a range of foods, medicines and cosmetics. In addition, we continue to consider and explore opportunities to expand our current asset base and product offerings to increase our revenues. These opportunities may include, but are not limited to, acquisitions or licensing of additional products and the partnership or merger of Yinfa with other Chinese companies in sy nergistic or complementary industries.

Seasonality

The planting of DAR is subject to seasonal fluctuations. DAR is planted during the winter months and is suitable for harvest in the summer. The prime season for harvest is typically from July through November, subject to climate conditions. As a result, we typically enter into contracts with farmers during the first quarter of the fiscal year for the purchase of raw DAR, and purchase raw DAR from farmers during the third and forth quarters. We then process the harvested DAR and sell products to our customers throughout the year. Therefore, our revenues occur throughout the year.

Critical Accounting Policies

Revenue recognition

Our revenue recognition policies are in accordance with Staff Accounting Bulletin No. 104. Sales revenue is recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable, and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer.

We recognize revenue when the goods are delivered and title has passed. Sales revenue represents the invoiced value of goods, net of a value-added tax (“VAT”). All of our products that are sold in the PRC are subject to a Chinese value-added tax at a rate of 17% of the gross sales price or at a rate approved by the Chinese local government. This VAT may be offset by the VAT paid by us on raw materials and other materials included in the cost of producing their finished product.

12

Inventory

Inventory includes raw material, package material, low-value consumables and merchandise. We have adopted a perpetual inventory system and inventories are recorded at actual cost. Raw material, package material and merchandise are priced at cost upon acquisition, and with the weighted average method upon issuance and shipment. Low-value consumables are amortized at 50% of the amount upon application and amortized an additional 50% upon obsolescence.

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost, less accumulated depreciation and impairment. Repairs and maintenance expenditures, which are not considered improvements and do not extend the useful life of property, plant, and equipment, are expensed as incurred. The cost and related accumulated depreciation, applicable to sold or no longer in service property, plant, and equipment, are eliminated from the accounts and any gain or loss is included in the statement of operations.

Depreciation is calculated to write-off the cost or basis of the property, plant, and equipment over their estimated useful lives for the date on which they become fully operational and after taking into account their estimated residual values (salvage value), using the straight-line method, at the following rates per year:

Equipment:	Straight-line for 5 to 20 years with a 0% salvage value
Building:	Straight-line for 20 years with a 5% salvage value
Useful life of land	Straight-line for 15 years with a 5% salvage value

We recognize an impairment loss on property, plant, and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification.  All other non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative.  The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database.  The Codification is effective fo r interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification.  There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the quarter ended June 30, 2010.

As a result of the Company’s implementation of the Codification during the quarter ended June 30, 2010, previous references to new accounting standards and literature are no longer applicable.  In the current quarter financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

13

Results of Operations for the Nine Months Ended September 30, 2010

Balance Sheet

Our total assets for the nine months ended September 30, 2010 were US $3,918,587 compared to the nine months ended September 30, 2009 were US $2,581,011. Total liabilities increased to US $1,719,219 for the nine months ended September 30, 2010 from US $1,085,254 for the nine months ended September 30, 2009, principally due to a cancellation of a PPE (property, plant, equipment) injection  and related convertible debt, as well as an increase of accrued taxes payable.

Balance Sheet	September 30, 2010		September 30, 2009
Total Assets	$	3,918,587	$	2,581,011
Total Liabilities		1,719,219		1,085,254
Net Assets		2,199,368		1,495,757

Results of Operations

Profit/Loss	For the Nine Months Ended
	September 30, 2010			September 30, 2009
Operating Income (Loss)	$	1,580,769		$	85,249
Net Income (Loss) Before Tax		1,582,791			92,503
Corp. Income Tax		(463,585	)		(24,567	)
Net Income (Loss)		1,119,2077			67,936

Revenues

Our revenues for the nine months ended September 30, 2010 were US $6,425,332, an increase of 128% over revenues of US $2,818,426for the nine months ended September 30, 2009. The increase in sales revenues was due primarily to an increase in the volume of sales and the increase of unit sales price of DAR received during the nine months ended September 30, 2010. Most of the revenue growth was attributable to increased volume sales in raw DAR. Our sales arrangements are not subject to any warranties. In this period, TCM prices including DAR retail prices increased significantly due to inflation.

Cost of Sales; Gross Profit

Cost of sales are expenses directly related to manufacturing and selling our products, including costs of raw materials purchased from farmers, product delivery and direct labor cost. Our cost of sales for the nine months ended September 30, 2010 was US $4,288,820, or approximately 67% of revenues, compared to US $2,289,858, or approximately 81% of revenues for the nine months ended September 30, 2009. The increased costs of sales and comparatively higher gross profit rate for the nine months ended September 30, 2010 were principally due to the costs related to the increase of sales volume. For the nine months ended September 30, 2009, rising DAR costs could not be passed on to consumers, but for the nine months ended September 30, 2010, retail DAR prices increased along with the retail prices in the TCM indust ry in general due to significant inflation.  This higher retail price resulted in higher cost of goods margins. From the beginning of the year 2010, drought hit many production places of DAR, resulting in a price increase for raw DAR. Also, we had to purchase more raw DAR due to the increased demand, and with shortage of supply in the market, resulted in the increased cost of sales for the nine months ended September 30, 2010. For the third quarter of 2010, the reason we can keep our cost of goods sold for raw DAR is because we had a receivable trade off (the receivable was paid in the form of DAR instead of cash) for raw DAR with a non-related business partner at the end of April, 2010. According to the contract, we accepted to collect 868,900 kg of raw DAR with a unit price of RMB 2.87 per kilogram (approximately US $0.42 per kilogram) to offset an amount of US $350,312 receivable balance from this partner. Also in anticipation for increasing raw DAR prices, we purchased additional inventory duri ng the beginning of the year. Because we were able to use this inventory while raw DAR prices increased, we were able to keep our costs of goods relatively low.

14

Gross profit for the nine months ended September 30, 2010 increased by approximately 304% to US $2,136,512from US $528,568 for the nine months ended September 30, 2009. Gross profit margin for the nine months ended September 30, 2010 was 33.25% compared to 18.75% for the nine months ended September 30, 2009. This was primarily due to acquiring inventory at low prices in the beginning of the year, and the inventory trade-off at the end of April 2010, and that retail prices of DAR significantly increased due to inflation. The trade-off was inventory that we accepted to satisfy a receivable, instead of cash, from a non-related business partner.

Operating Expenses

Operating expenses for the nine months ended September 30, 2010 increased by 25% to US $555,743 from US $443,319for the nine months ended September 30, 2009. The operating expenses included selling, general and administrative (“SG&A”) expense and interest cost. SG&A increased overall to US $531,098 for the nine months ended September 30, 2010 compared to US $405,502 for the nine months ended September 30, 2009. The increase of SG&A is primarily due to a increase in fees and expenses producing and distributing product, which was a result of higher volume of DAR sales.  Selling expense for the nine months ended September 30, 2010 increased to US $78,228 compared to US $30,346 for the nine months ended September 30, 200 9. This increase is primarily due to the increase sales volume, an increase number of sales personnel, and the increase of expenses and costs for delivery and storage in warehouse directly correlated to the increase of product sales. The interest cost for the nine months ended September 30 decreased to US $24,645 compared to US $37,817 for the nine months ended September 30, 2009 due to an increase in the Company’s indebtedness.

Other Income/Expense

For the nine months ended September 30, 2010, we had total other income of US $2,022, including rental income of US $969, and non-operating income of US $1,815, and we had non-operating expense of US $762, compared to other income of US $7,254 for the nine months ended September 30, 2009. The decrease in total other income was due primarily to the termination of the lease in Chengdu.

Impact of Inflation

We believe that inflation has had a significant effect on operations for the nine months ended September 30, 2010. The inflation rate in the Sichuan Province has been lower than the average national inflation rate for China.  However, the beginning of the year 2010 was impacted by drought that hit many production places of DAR, resulting in a price increase for raw DAR. We believe this is a short-term impact on inflation. The significantly increased inflation throughout China has raised retail prices of DAR, and most TCM products in general. We also believe that we can offset any inflationary increases in the cost of sales by continuing to increase our sales of DAR in response to continued demand and by improving operating efficiencies.

Taxes

According to the Corporate Income Tax Law of China, companies without any tax abatement programs are charged at a 25% income tax rate. For the nine months ended September 30, 2010, we accrued income taxes of US $463,585. For the nine months ended September 30, 2009, we accrued income taxes of US $24,567.

Net Income

We had net income for the nine months ended September 30, 2010 of US $1,119,207, an increase of 1547% compared to a net income for the nine months ended September 30, 2009 of US $67,936. The improvement in our net income for the nine months ended September 30, 2010 is attributable principally to increased sales revenue, and a foreign currency translation gain between the RMB and U.S. dollar of US $54,810. The increased sales revenue is primary due to increased volume sales in raw DAR.

15

We are working to strengthen our internal management processes and to grow our sales revenues, while maintaining an efficient cost structure. However, there can be no assurance that we will achieve or maintain continuing profitability, or that revenue growth will continue in the future.

Liquidity and Capital Resources

Net cash inflows from operating activities were US $251,921 for the nine months ended September 30, 2010, compared to net cash outflows of US $218,056 from operating activities for the nine months ended September 30, 2009. This increase was due to an increase of net profit of US $1,119,207 for the nine months ended September 2010 from a net income of US $67,936 for the nine months ended September 30, 2009. This was also due to an inventory outflow of US $1,166,089 for the nine months ended September 30, 2010 compare to an inflow of US $143,958 for the nine months ended September 30, 2009.This was also due to a decrease of accounts receivable outflow to US $512,384 for the nine months ended September 2010 from an outflow of US $770,146 for the nine months ended September 30, 2009. This was also due to a red uction of accounts payable and accrued liabilities inflow to US $130,534 for the nine months ended September 30, 2010 from an outflow of US $38,721 for the nine months ended September 30, 2009. This was also due to an increase of tax payable inflow to US $509,155 for the nine months ended September 30, 2010 from an outflow of US $13,732 for the nine months ended September 30, 2009.

There were no net cash flows provided by or used in investing activities during the nine months ended September 30, 2010 compared to a cash inflow of US $115,117 for the nine months ended September 30, 2009.

There were cash outflows of US $235,008 during the nine months ended September 30, 2010 compared to no  net cash flows used in or provided by financing activities for the nine months ended September 30, 2009.

Overall, we have funded our cash needs from inception through September 30, 2010 with a series of debt and equity transactions, primarily with related parties. If we are unable to receive additional cash from our related parties, we may need to rely on financing from outside sources through debt or equity transactions. Our related parties are under no legal obligation to provide us with capital infusions. Failure to obtain such financing could have a material adverse effect on operations and financial condition.

We had cash of US $39,787 on hand for the nine months ended September 30, 2010, an increase of US $21,576 from the beginning of the year and attributable in substantial part to an increase in cash inflow. A significant amount of cash was used to purchase inventory. Currently, we have enough capital to fund our operations because we have a sizable accounts receivable to fund operations. Our accounts receivable increased significantly in this quarter. A significant part of accounts receivable was paid off and our new accounts receivable has been added with new customers. The Company expects to receive these funds on time. But if accounts receivable cannot be collected timely, we may not be able to sustain our capital needs. Therefore, we will strengthen the management toward accounts receivable to quicken the col lection of such accounts receivable.

There was a note payable of $235,609 which was due October 21, 2010.  This note payable was paid off during this period.

On a long-term basis, our liquidity is dependent on continuation and expansion of our operations, receipt of revenues, and additional infusions of capital and debt financing. Our current capital and revenues are insufficient to fund such expansion. Modifications to our business plans may require additional capital for us to operate. For example, if we are unable to raise additional capital in the future we may need to curtail our number of product offers or limit our marketing efforts to the most profitable geographical areas. This may result in lower revenues and market share for us. In addition, there can be no assurance that additional capital will be available to us when needed or available on terms favorable to us.

16

Demand for our products and services will be dependent on, among other things, market acceptance of our products, the Chinese TCM in general, and general economic conditions, which are cyclical in nature. Inasmuch as a major portion of our activities is the receipt of revenues from the sales of our products, our business operations may be adversely affected by our competitors and prolonged recessionary periods.

Our success will be dependent upon implementing our plan of operations and the risks associated with our business plans. We manage the processing and DAR distribution business to retail consumers and wholesale buyers. We plan to strengthen our position in these markets and to expand our operations through aggressively marketing our products and our concept.

Off-Balance Sheet Arrangements

For the nine months ended September 30, 2010, we did not have any off-balance sheet arrangements.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this Item is not required of smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods.  Our Chief Executive Officer and our Chief Financial Officer (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures.  The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

During the third quarter of 2010, our Certifying Officers evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.

17

PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

None.

ITEM 1A.  RISK FACTORS

The information to be reported under this Item is not required for smaller reporting companies.

ITEM 2.      UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

None.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.       OTHER INFORMATION

None.

ITEM 6.   EXHIBITS

(1)           Exhibits: Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits following the signature page of this Form 10-Q, which is incorporated herein by reference.

18

SIGNATURES

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

	CHINA HEALTH RESOURCE, INC.
Dated:  November 22, 2010	By:  /s/   Wang, Jiayin
	Wang, Jiayin
	Chief Executive Officer and Director
	(Principal Executive Officer)
Dated:  November 22, 2010	By: /s/    Liu, Weihai
	Liu, Weihai
	Chief Financial Officer and Director (Principal Financial Officer)

19

INDEX TO EXHIBITS

Exhibit No.	Description	Incorporated Herein by Reference to	Filed Herewith
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

20