Anhui Taiyang Poultry (PKVG) 10-Q 2011 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2011

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

For the Transition Period from _________ to _________

Commission file number: 000-53491

ANHUI TAIYANG POULTRY CO., INC.

(Exact name of registrant as specified in its charter)

Delaware	65-0918608
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

No. 88, Eastern Outer Ring Road

Ningguo City, Anhui Province, 242300

People’s Republic of China

(Address of principal executive offices) (zip code)

(+86) 0563-430-9999

Registrant’s telephone number, including area code:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

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

As of November 21, 2011, there were 10,440,033 shares of registrant’s common stock outstanding.

ANHUI TAIYANG POULTRY CO., INC.

INDEX
PART I.	FINANCIAL INFORMATION
	ITEM 1	Financial Statements
		Consolidated balance sheets as of September 30, 2011 (unaudited) and December 31, 2010	3
		Consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2011 and 2010	4
		Consolidated statements of cash flows for the nine months ended September 30, 2011 and 2010	5
		Consolidated statement of shareholders equity	6
		Notes to financial statements (unaudited)	7-48
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49-58
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	58
	ITEM 4.	Controls and Procedures	59-60
PART II.	OTHER INFORMATION
	ITEM 1.	Legal Proceedings	61
	ITEM 1A.	Risk Factors	61
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
	ITEM 3.	Defaults Upon Senior Securities	61
	ITEM 4.	(Reserved)	61
	ITEM 5.	Other Information	61
	ITEM 6.	Exhibits	61
	SIGNATURES

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc., see note 1(a))

Interim Consolidated Balance Sheets

(Expressed in United States Dollars)

	September 30,		December 31,
	2011		2010
ASSETS
Current assets
Cash and cash equivalents	$	2,437,658	$	1,930,319
Trade accounts receivable, net (note 3)		5,057,154		5,348,650
Loans receivable (note 4)		3,404,577		4,268,057
Inventories, net (note 5)		2,448,059		1,762,709
Prepaid and other current assets (note 6)		3,601,087		1,140,234
Proceeds receivable from sale of fertilizer plant, net (note 22(b))		469,594		889,174
Total current assets		17,418,129		15,339,143
Construction in progress (note 8)		6,394,979		5,634,476
Property, plant and equipment, net (note 8)		20,340,479		20,495,162
Land use rights (note 9)		10,910,777		10,660,988
Other long term assets (note 10)		2,719,055		1,808,384
Total assets	$	57,783,419	$	53,938,153
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade accounts payable and accrued expenses (note 11)	$	2,754,281	$	3,413,393
Income tax payable (note 20)		1,260,548		703,098
Derivative financial instruments (note 12)		1,330,490		1,480,261
Other accounts payable (note 13)		2,350,178		4,542,855
Due to related parties (note 7)		128,823		30,249
Loans payable, current portion (note 14)		13,461,689		7,864,727
Total current liabilities		21,286,009		18,034,583
Loans payable, long term portion (note 14)		8,284,931		11,016,050
Total liabilities		29,570,940		29,050,633
Commitments and contingencies (note 22)
Subsequent events (note 25)
Stockholders’ equity
Common stock, par value $0.001, 75,000,000 shares authorized, 10,440,033 and 9,865,033 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively (note 16)		10,440		9,865
Additional paid-in capital		12,914,779		12,219,355
Appropriated retained earnings (note 21)		1,353,912		1,353,912
Unappropriated retained earnings		11,899,515		10,154,034
Accumulated other comprehensive income		2,033,833		1,150,354
Total equity		28,212,479		24,887,520
Total liabilities and stockholders’ equity	$	57,783,419	$	53,938,153

The accompanying notes form an integral part of these consolidated financial statements.

3

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc., see note 1(a))

Interim Consolidated Statements of Operations and Comprehensive Income

(Expressed in United States Dollars)

(Unaudited)

	Nine months ended September 30,						Three months ended September 30,
	2011			2010			2011			2010
				(Restated - see note 24)						(Restated - see note 24)
Revenues (note 19(b))	$	23,221,725		$	30,756,737		$	7,159,083		$	11,110,167
Cost of goods sold (note 7)		16,732,445			24,606,466			5,267,525			8,384,715
Gross Profit		6,489,280			6,150,271			1,891,558			2,725,452
Sales and marketing expenses		28,631			33,683			11,081			10,823
General and administrative expenses		3,915,880			1,860,298			2,010,990			542,800
Operating profit		2,544,769			4,256,290			(130,513	)		2,171,829
Gain on change in fair value of derivative financial instruments (note 12)		473,272			—			37,372			—
Other income (expense) (note 18)		195,854			1,777,530			(29,990	)		5,409
Subsidy income (note 15)		130,738			108,835			8,257			292
Interest expense, net (note 17)		(1,041,702	)		(1,461,683	)		(343,880	)		(559,707	)
Income (loss) before income taxes		2,302,931			4,680,972			(458,754	)		1,617,823
Income tax expense (benefit) (note 20)		557,450			267,294			(136,990	)		169,738
Net income (loss)	$	1,745,481		$	4,413,678		$	(321,764	)	$	1,448,085
Comprehensive income:
Net income (loss)	$	1,745,481		$	4,413,678		$	(321,764	)	$	1,448,085
Foreign currency translation adjustment		883,479			411,040			296,957			333,810
Comprehensive income (loss)	$	2,628,960		$	4,824,718		$	(24,807	)	$	1,781,895
Earnings (loss) per share:
Basic and diluted (note 16)	$	0.17		$	0.67		$	(0.03	)	$	0.22
Weighted average number of common shares outstanding:
Basic and diluted (note 16)		10,300,015			6,577,551			10,440,033			6,577,551

The accompanying notes form an integral part of these consolidated financial statements.

4

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc., see note 1(a))

Interim Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

(Unaudited)

	Nine months ended September 30,
	2011			2010
				(Restated - see note 24)
Cash provided by (used for):
Operating activities:
Net income for the period	$	1,745,481		$	4,413,678
Items not affecting cash:
Depreciation and amortization		1,135,924			765,777
Gain on sale of assets		(19,867	)		(880,231	)
Amortization of debt discount		14,235			104,455
Imputed interest expense		—			74,648
Gain on change in fair value of derivative financial instruments		(473,272	)		—
Reserve against loans receivable		349,484			—
Reserve against fertilizer plant proceeds receivable		462,364			—
Changes in non-cash working capital:
Trade accounts receivable		471,083			(2,906,271	)
Inventories		(614,134	)		(723,952	)
Prepaid and other current assets		(2,386,256	)		(858,466	)
Due from related parties		—			(428,022	)
Trade accounts payable and accrued expenses		(750,218	)		(2,038,873	)
Income tax payable		557,450			267,294
Due to related parties		96,015			101,479
Net cash provided by (used for) operating activities		588,289			(2,108,484	)
Investing activities:
Cash proceeds from sale of fertilizer plant		—			2,053,870
Long term equity investment		—			(1,467,050	)
Deposits against equipment and land use rights		(886,043	)		(3,001,705	)
Capitalized interest expense		(281,573	)		(169,901	)
Purchase of property and equipment		(685,094	)		(1,962,784	)
Net cash used in investing activities		(1,852,710	)		(4,547,570	)
Financing activities:
Repayments received (net of advances made) pursuant to loans receivable		647,587			(1,581,559	)
Advances received (net of repayments made) pursuant to loans payable		(1,973,884	)		3,265,293
Borrowings under bank loans payable		14,317,860			18,574,624
Repayments under bank loans payable		(12,160,163	)		(14,069,010	)
Borrowing under convertible loans payable		—			555,000
Capital investment, net of offering costs of $130,500 in 2011 and $Nil in 2010		1,019,500			—
Net cash provided by financing activities		1,850,900			6,744,348
Effect of exchange rate difference on cash and cash equivalents		(79,140	)		13,884
Net increase in cash and cash equivalents		507,339			102,178
Cash and cash equivalents, beginning of period		1,930,319			605,392
Cash and cash equivalents, end of period	$	2,437,658		$	707,570
Supplementary information:
Interest and finance charges paid	$	1,631,927		$	923,556
Discount on convertible note payable		—			44,671
Fair value of shares allocated to warrant derivative at financing inception		323,501			—

The accompanying notes form an integral part of these consolidated financial statements.

5

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc., see note 1(a))

Interim Consolidated Statements of Stockholders’ Equity

(Expressed in United States Dollars)

											Accu-
											mulated
					Addi-		Appro-		Unappro-		Other		Total
					tional		priated		priated		Compre-		Stock-
	Common stock				Paid-in		Retained		Retained		hensive		holders’
	Shares		Amount		Capital		Earnings		Earnings		Income		Equity
Balance as at December 31, 2010 (audited)		9,865,033	$	9,865	$	12,219,355	$	1,353,912	$	10,154,034	$	1,150,354	$	24,887,520
Capital contribution (notes 1(a) and 12)		575,000		575		695,424		—		—		—		695,999
Net income for the period		—		—		—		—		1,745,481		—		1,745,481
Foreign currency translation adjustment for the period		—		—		—		—		—		883,479		883,479
Balance as at September 30, 2011 (unaudited)		10,440,033	$	10,440	$	12,914,779	$	1,353,912	$	11,899,515	$	2,033,833	$	28,212,479

The accompanying notes form an integral part of these consolidated financial statements.

6

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

1.	Nature of Business Operations:
(a)	Business
	The financial statements presented herein reflect the consolidated financial results as at September 30, 2011 and for the three and nine months ended September 30, 2011 and 2010 of Anhui Taiyang Poultry Co., Inc. (“Parent” or the “Company”), its wholly owned subsidiaries Dynamic Ally Ltd. (“Dynamic Ally”) and Ningguo Taiyang Incubation Plant Co., Ltd. (“Ningguo”), and Anhui Taiyang Poultry Co., Ltd. (“Taiyang”), a variable interest entity controlled by the Company as a result of the agreements described below. All significant intercompany transactions and balances have been eliminated upon consolidation.
	The Company was incorporated in the State of Delaware on April 7, 1999. Prior to January 20, 2011, the Company was called The Parkview Group, Inc. (“Parkview”). From inception through November 2010, the Company was in the business of providing management consulting services to corporate clients.
	On November 10, 2010 (the “Closing Date” and the closing of the reverse merger transaction, the “Closing”), the Company executed and consummated a share exchange agreement by and among Dynamic Ally and the stockholders of 100% of Dynamic Ally’s common stock (the “Dynamic Ally Shareholders”), on the one hand, and the Company and certain holders of the Company’s issued and outstanding common stock (the “Representative Shareholders”) on the other hand (the “Share Exchange Agreement” and the transaction, the “Reverse Merger Transaction”).
	In the Reverse Merger Transaction, Dynamic Ally’s shareholders exchanged all 10,000 issued and outstanding shares of Dynamic Ally for 6,577,551 newly issued shares of common stock of the Company. The exchange ratio used in the Reverse Merger Transaction was one share of Dynamic Ally for every 657.7551 shares of the Company. Upon completion of the Reverse Merger Transaction, Dynamic Ally became the Company’s wholly-owned subsidiary.
	Dynamic Ally owns 100% of Ningguo, which is a wholly foreign owned enterprise (“WFOE”) under the laws of the People’s Republic of China (“China” or the “PRC”). On May 26, 2010, Ningguo entered into a series of contractual agreements with Taiyang, which effectively give Ningguo control over the operations of Taiyang. The agreements include (i) a Consulting Services Agreement whereby Ninnguo has the exclusive right to provide to Taiyang general services related to the current and proposed operations of Taiyang’s business, (ii) an Operating Agreement whereby Ninnguo provides guidance and instructions on Taiyang’s daily operations, financial management and employment issues, (iii) an Equity Pledge Agreement whereby the Taiyang shareholders pledged all of their equity interests in Taiyang to Ninnguo to guarantee Taiyang’s performance of its obligations under the Consulting Services Agreement, (iv) an Option Agreement, whereby the Taiyang shareholders irrevocably granted Ninnguo or its designated person an exclusive option to purchase, to the extent permitted under Chinese law, all or part of the equity interests in Taiyang for the cost of the initial contributions to the registered capital, which is the amount of capital registered with the PRC government (“Registered Capital”) or the minimum amount of consideration permitted by applicable Chinese law, and (v) a Voting Rights Proxy Agreement, whereby Taiyang shareholders agreed to entrust all the rights to exercise their voting power to designee(s) of Ninnguo.
	Chinese laws and regulations concerning the validity of the contractual arrangements are uncertain, as many of these laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement by the Chinese government involves substantial uncertainty. Additionally, the contractual arrangement may not be as effective in providing control over Taiyang as direct ownership, which the Company is restricted from under current Chinese law. Due to such uncertainty, the Company may take such additional steps in the future as may be permitted by the then applicable laws and regulations in China to further strengthen its control over or toward actual ownership of Taiyang or its assets or business operations, which could include direct ownership of selected assets without jeopardizing any favorable government policies toward domestic owned enterprises. Because the Company relies on Taiyang for its revenue, any termination of or disruption to the contractual arrangement would detrimentally affect its business and financial condition.

7

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

1.	Nature of Business Operations (continued):
	(a)	Business (continued)
		Other than the interests in the contractual arrangements, none of the Company, Dynamic Ally, nor Ningguo owns any equity interests in Taiyang. As a result of these contractual arrangements, which obligates Ningguo to absorb a majority of the risk of loss from Taiyang’s activities and enable Ningguo to receive a majority of its expected residual returns, Taiyang is a Variable Interest Entity (“VIE”), because the owners of Taiyang do not have the characteristics of a controlling financial interest and the Company should be considered the primary beneficiary of Taiyang. Accordingly, the Company consolidates Taiyang’s results, assets and liabilities in the accompanying consolidated financial statements.
		Upon the completion of the Reverse Merger Transaction on November 10, 2010, the Company owned 100% of Dynamic Ally, which owned 100% of Ningguo, which controlled the operations of Taiyang through contractual arrangements. For financial reporting purposes, Reverse Merger Transaction is classified as a recapitalization of Dynamic Ally and the historical financial statements of Dynamic Ally, which are comprised principally of the operations of Taiyang, are reported as the Company’s historical financial statements.
		Taiyang is a limited liability company organized in the PRC in June 1996. Taiyang holds the government licenses and approvals necessary to operate the duck farming and processing businesses in China.
		As a result of the Reverse Merger Transaction, the Company acquired 100% of the capital stock of Dynamic Ally and consequently, control of the business and operations of Dynamic Ally, Ningguo, and Taiyang. Prior to the Reverse Merger Transaction, the Company was a public reporting company in the development stage. From and after the Closing Date of the Share Exchange Agreement, the Company’s primary operations consist of the business and operations of Taiyang, which are conducted in China, and controlled through contractual arrangements described herein.
		Effective January 20, 2011, the Company changed its name from “The Parkview Group, Inc.” to “Anhui Taiyang Poultry Co., Inc.”
		The Company, through its VIE arrangement with Taiyang, raises, processes and markets ducks and duck related food products through three business lines:

· Breeding Unit – breeds, hatches, and cultivates ducklings for resale and for processing by the Food Unit

· Feed Unit – produces duck feed for internal use and external sale

· Food Unit – processes ducklings into frozen raw food product for commercial resale.

(b)

Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) issued a statement establishing the FASB Accounting Standards Codification (the “FASB ASC” or the “Codification”). Effective for interim and annual periods ended after September 15, 2009, the Codification became the source of authoritative U.S. generally accepted accounting principles (“US GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the United States Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. This statement did not change existing US GAAP, and as such, did not have an impact on the financial statements. Where applicable, the Company has updated its references to US GAAP, in order to reflect the Codification.

8

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

2.	Significant accounting policies:
	(a)	Basis of presentation:
		The Company’s unaudited interim consolidated financial statements have been prepared in conformity with US GAAP and applicable provisions of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting using the same accounting principles that were used in the preparation of the company’s annual report on Form 10-K for the year ended December 31, 2010. The results of operations for the three and nine months ended September 30, 2011 are not necessarily indicative of the results to be reported for the full year. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K. The consolidated balance sheet as of December 31, 2010, included herein, was derived from the audited consolidated financial statements as of that date.
		Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. These financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of Parent and its wholly owned subsidiaries Dynamic Ally and Ningguo, as well as the accounts of Taiyang, the VIE controlled through the contractual arrangements described in note 1(a).
		Immediately prior to the Reverse Merger Transaction, Taiyang, Ningguo, and Dynamic Ally were deemed to be under common control. Accordingly, the combination of these entities has been accounted for as a reorganization of entities under common control, whereby the acquirer recognized the assets and liabilities of each subsidiary transferred at their carrying amounts, similar to the pooling of interest method with carry over basis. The reorganization of entities under common control was retrospectively applied to the financial statements of all prior periods when the financial statements are issued for a period that includes the date the transaction occurred.
		The acquisition of Dynamic Ally by the Company was accounted for as a reverse merger, whereby Dynamic Ally is the continuing entity for financial reporting purposes and is deemed, for accounting purposes, to be the acquirer of the Company. In accordance with the applicable accounting guidance for accounting for the business combination as a reverse merger, Dynamic Ally is deemed to have undergone a recapitalization, whereby Dynamic Ally is deemed to have issued equity to the Company’s common stock holders. Accordingly, although the Company, as Dynamic Ally’s legal parent company, was deemed to have legally acquired Dynamic Ally, in accordance with the applicable accounting guidance for accounting for the transaction as a reverse merger and recapitalization, Dynamic Ally is the surviving entity for accounting purposes and its assets and liabilities are recorded at their historical carrying amounts with no goodwill or other intangible assets recorded as a result of the accounting merger with the Company.
		All intercompany balances and transactions have been eliminated upon consolidation. The three operating entities of Taiyang all reside within the same legal entity, and are evaluated as separate units for management’s internal purposes.
		The basis of accounting differs in certain material respects from that used for the preparation of the books and records of the Company, which are prepared in accordance with accounting principles and relevant financial regulations applicable to limited liability enterprises established in the PRC (“PRC GAAP”), the accounting standard used in the place of its domicile.

9

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

2.	Significant accounting policies (continued):
	(b)	Use of estimates:
		The preparation of financial statements in conformity with US GAAP requires management at the date of the financial statements to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of estimates include estimating allowance for doubtful accounts, estimating the net realizable value of inventory, the future cash flows for assessing the net recoverable amount of long-lived assets, accrued liabilities, accrued completion of construction in progress projects, and inputs to estimate the fair value of equity transactions. Actual results may differ from those estimates.
	(c)	Risks of doing business in China:
		The Company is subject to the consideration and risks of operating in the PRC. These include risks associated with the political and economic environment, foreign currency exchange and the legal system in China.
		The economy of China differs significantly from the economies of the “western” industrialized nations in such respects as structure, level of development, gross national product, growth rate, capital reinvestment, resource allocation, self-sufficiency, rate of inflation and balance of payments position, among others. Only recently has the China government encouraged substantial private economic activities. The Chinese economy has experienced significant growth in the past several years, but such growth has been uneven among various sectors of the economy and geographic regions. Actions by the PRC government to control inflation have significantly restrained economic expansion in the recent past.
		Similar actions by the PRC government in the future could have a significant adverse effect on economic conditions in China.
		Many laws and regulations dealing with economic matters in general and foreign investment in particular have been enacted in China. However, China still does not have a comprehensive system of laws, and enforcement of the existing laws may be uncertain and sporadic.
		The Company’s operating assets and primary sources of income and cash flows originate in China. The China economy has, for many years, been a centrally planned economy, operating on the basis of annual, five-year and ten-year state plans adopted by central China governmental authorities, which set out national production and development targets. The China government has been pursuing economic reforms since it first adopted its “open-door” policy in 1978. There is no assurance that the China government will continue to pursue economic reforms or that there will not be any significant change in its economic or other policies, particularly in the event of any change in the political leadership of, or the political, economic or social conditions in China. There is also no assurance that the Company will not be adversely affected by any such change in governmental policies or any unfavourable change in the political, economic or social conditions, the laws or regulations, or the rate or method of taxation in China.
		As many of the economic reforms, which have been or are being implemented by China government are unprecedented or experimental, they may be subject to adjustment or refinement, which may have adverse effects on the Company. Further, through state plans and other economic and fiscal measures, it remains possible for the China government to exert significant influence on the China economy.
	(d)	Cash:
		Cash includes bank deposits and cash on hand. Cash equivalents include short-term investments with a term to maturity when acquired of 90 days or less.

10

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

2.	Significant accounting policies (continued):
	(e)	Allowance for doubtful accounts:
		The Company reports accounts receivable and loans receivable at net realizable value. The Company’s terms of sale provide the basis for when accounts become delinquent or past due. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of accounts receivable.
	(f)	Inventory:
		Inventory is recorded at the lower of cost, determined using the weighted average costing method, and net realizable value. Cost includes purchased raw materials (primarily corn and other grains), breeding and incubation costs (primarily feed and contract grower pay), packaging supplies, labor, and manufacturing and production overhead which are related to the purchase and production of inventories. The weighted-average method includes invoice cost, duties and freight where applicable, plus direct labor applied to the product and an applicable share of manufacturing overhead. A provision for obsolescence for slow moving inventory items is estimated by management based on historical and expected future sales and is included in cost of goods sold.
	(g)	Biological assets:
		Biological assets are comprised of master breeding ducks that are treated as capitalized assets due to their ability to produce offspring that are also capable of breeding. These biological assets generally have a productive breeding period of approximately one year. The Company capitalizes these assets and amortizes their cost, which includes any cost to acquire the duck plus costs incurred for hatching and incubation, over a period of one year.
	(h)	Property, plant and equipment:
		Property, plant and equipment are carried at cost less allowance for accumulated depreciation. Depreciation is generally computed using the straight-line method over the estimated useful lives of the related assets. The depreciable basis for property, plant and equipment is original cost less estimated residual value, which does not exceed 5% of the cost. Upon retirement or sale, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. The cost of normal maintenance and repairs is charged to operations as incurred. Material expenditures, which increase the life of an asset, are capitalized and depreciated over the estimated remaining life of the asset. Costs incurred prior to a capital project’s completion are reflected as construction in progress and are not depreciated until the asset is placed into service. The estimated service lives of property and equipment are as follows:

Production equipment	3-10 years
Transportation equipment	5-10 years
Office furniture and equipment	5 years
Building and building improvements	10-20 years

	Costs incurred prior to a capital project’s completion are reflected as construction in progress and are not depreciated until the asset is placed into service.
(i)	Construction in progress:
	Construction in progress is stated at cost, which comprises direct costs of design, acquisition, and construction of buildings, building improvements and land improvements. The Company also capitalizes interest on loans related to construction projects. Upon completion, construction in progress is transferred to its respective asset classification and is amortized upon being put into use. At each balance sheet date, the Company makes an estimate with respect to the percentage of completion of each project.

11

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

2.	Significant accounting policies (continued):
	(j)	Land use rights:
		The Company accounts for land use rights as an asset in its financial statements. However, all lands in the PRC are owned by the PRC government. The PRC government, according the relevant PRC law, may sell the right to use the land for a specific period of time. Land use rights are recorded at cost less accumulated amortization. Land use rights are amortized over 50 years, which are the terms established by the PRC government. The purpose of the land use is restricted by the PRC government. In the event that the land is used for purposes outside the scope of the purpose for which they were granted, the government could revoke such rights.
	(k)	Impairment of long-lived assets:
		The Company monitors the recoverability of long-lived assets, based on estimates using factors such as expected future asset utilization, business climate and future undiscounted cash flows expected to result from the use of the related assets or to be realized on sale. The Company recognizes an impairment loss if the projected undiscounted future cash flows are less than the carrying amount, and the amount of the impairment charge is the excess of the carrying amount of the asset over the fair value of the asset.
	(l)	Derivative financial instruments:
		Derivative financial instruments, as defined in ASC Topic 815 (formerly FAS 133), Accounting for Derivative Financial Instruments and Hedging Activities (ASC Topic 815), consist of financial instruments or other contracts that contain a notional amount and one or more underlying, e.g. interest rate, security price or other variable, require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.
		The Company generally does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued warrant agreements that embody features that are not afforded equity classification because they may be net-cash settled by the counterparty. As required by ASC Topic 815 (formerly FAS 133), these instruments are required to be carried as derivative liabilities, at fair value, in the Company’s financial statements.
	(m)	Revenue recognition:
		The Company recognizes revenue when there is persuasive evidence of an arrangement, goods are shipped and title passes, collection is probable, and the fee is fixed or determinable. The Company records deferred revenue when cash is received in advance of the revenue recognition criteria being met.
	(n)	Subsidy income:
		From time to time, the Company receives subsidies from the PRC government. Certain of the subsidies are earmarked for particular capital improvement and other projects, and the completed projects must be approved by the government to ensure specifications were met. The Company defers amounts received pursuant to these types of subsidies until the projects are approved, at which time the deferred balances are recorded as subsidy income on the statement of operations.
		Subsidies that are not subject to government approval are recognized as income in the period in which the benefit from the subsidy is realized by the Company. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.

12

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

2.	Significant accounting policies (continued):
	(o)	Income and other taxes:
		Taiyang is exempt from corporate income tax due to the nature of its business. Beginning 2006, the PRC government instituted a tax exemption policy for certain aspects of the agricultural industry. Taiyang’s business qualifies as tax exempt. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while Taiyang expects to continue to receive favorable tax treatment, changes in government policy or the nature of Taiyang’s operations could result in Taiyang being required to pay income taxes.
		Ningguo is subject to corporate income tax in the PRC at a rate of 25% as a non-resident enterprise, as well as business tax at a rate of 5% on service income. Under the laws of the BVI, Dynamic Ally is not subject to tax on its income or capital gains. Parent is subject to United States income tax at a rate of 35%.
	(p)	Foreign currency translation and comprehensive income:
		The Company’s functional or primary operating currency is the Chinese Renminbi (“RMB”). The Company’s financial statements are prepared in RMB before translating to the United States dollar (“USD”) for reporting purposes. The Company translates transactions in currencies other than the RMB at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in a currency other than the RMB are translated at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in earnings.
		Amounts transacted in RMB have been translated into USD as follows: assets and liabilities are translated at the rate of exchange in effect at the balance sheet date, equity items are translated at historical rates, and revenue and expense items are translated at the average rates for each period reported. Unrealized gains and losses resulting from the translation into the reporting currency are accumulated in accumulated other comprehensive income, a separate component of equity.
		The Company applies SFAS 130 “Reporting Comprehensive Income” (codified in FASB ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders.
	(q)	Statutory reserves:
		Statutory reserve refers to the amount appropriated from the net income in accordance with laws or regulations, which can be used to recover losses and increase capital, as approved, and, are to be used to expand production or operations. The articles of association of Taiyang and Ningguo, which are based on PRC corporate laws, prescribe that these entities must appropriate, on an annual basis, 10% of their after tax income as reported in their financial statements, prepared in accordance with PRC GAAP, to the statutory common reserve fund until the fund reaches 50% of their respective Registered Capital.
	(r)	Earnings per share:
		Basic earnings per share is computed by dividing net income attributable to the common shareholder of the Company by the weighted average number of common shares outstanding during the year. Diluted earnings per share is determined by adjusting the net income attributable to the common shareholder and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares. Basic and diluted earnings per share are the same because the Company does not have any equity instruments that would impact the calculation of diluted earnings per share. The number of weighted average common shares outstanding has been retroactively restated to give effect to the shares issued in the Reverse Merger Transaction.

13

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

2.	Significant accounting policies (continued):
	(s)	Employee welfare benefits:
		Pursuant to PRC law, full-time employees of the Company are entitled to staff welfare benefits including medical care, welfare subsidies, unemployment insurance, and pension benefits through a PRC government-mandated multiemployer pension plan. The Company is required to contribute a portion of the employees’ salaries to the retirement benefit scheme to fund the benefits, which are charged to operations as incurred. The government reserves the right to change rates retroactively, which may result in a contingent liability being recorded for previous years. Amounts contributed to the retirement benefit scheme for the nine months ended September 30, 2011 and 2010 were $36,682 and $14,931, respectively.
	(t)	Fair value of financial assets and liabilities:
		For certain of the Company’s financial instruments, including cash, accounts receivable, loans receivable, other amounts receivable, accounts payable, accrued liabilities, other payables, and short-term debt, the carrying amounts approximate their fair values due to their short maturities.
		ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 820, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

· Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.  

· Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.  

· Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

	The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
(u)	Segment reporting:
	SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (codified in FASB ASC Topic 280) requires use of the “management approach” model for segment reporting. The management approach model is based on the method a company’s management uses to organize segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Management of the Company evaluates its operations based on three operating segments: Breeding Unit, Feed Unit, and Food Unit.

14

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

2.	Significant accounting policies (continued):
	(v)	Statement of cash flows:
		In accordance with SFAS No. 95, “Statement of Cash Flows” (codified in FASB ASC Topic 230), cash flows from the Company’s operations are calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.
	(w)	Recently Adopted Accounting Standards:
		In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies criteria that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The criteria apply to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement was adopted on January 1, 2011. This pronouncement did not have a material impact on the Company’s financial statements.
		In March 2010, FASB issued an authoritative pronouncement regarding the effect of denominating the exercise price of a share-based payment award in the currency of the market in which the underlying equity securities trade and that currency is different from (1) the entity’s functional currency, (2) the functional currency of the foreign operation for which the employee provides services, and (3) the payroll currency of the employee. The guidance clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade should be considered an equity award assuming all other criteria for equity classification are met. The pronouncement was adopted on January 1, 2011. This pronouncement did not have a material impact on the Company’s financial statements.
		In December 2010, the FASB issued Accounting Standards Update 2010-28, “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force).” ASU No. 2010-28 addresses questions about entities that have reporting units with zero or negative carrying amounts. The amendments modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. The provisions of ASC No. 2010-28 were adopted on January 1, 2011, and did not have a material impact on the Company’s financial statements.
		In December 2010, the FASB issued Accounting Standards Update 2010-29, “Business Combinations (Topic 805) — Disclosure of Supplementary Pro Forma Information for Business Combinations.” ASU No. 2010-29 clarifies that, when presenting comparative financial statements, SEC registrants should disclose revenue and earnings of the combined entity as though the current period business combinations had occurred as of the beginning of the comparable prior annual reporting period only. The amendments expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 was adopted on January 1, 2011. This ASU did not have a material impact on the Company’s financial statements.

15

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

2.	Significant accounting policies (continued):
	(x)	Recently Issued Accounting Standards:
		In June 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” This ASU amends the FASB Accounting Standards Codification to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.
		In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The new guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the new guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. The amendments are effective during interim and annual periods beginning after December 15, 2011. Other than requiring additional disclosures, the Company does not anticipate material impacts on its financial statements upon adoption.

3.	Trade accounts receivable:
	Trade accounts receivable were comprised of the following as of September 30, 2011 and December 31, 2010:

	September 30,			December 31,
	2011			2010
	(unaudited)			(audited)
Trade accounts receivable	$	5,233,149		$	5,361,648
Allowance for doubtful accounts		(175,995	)		(12,998	)
	$	5,057,154		$	5,348,650

As of September 30, 2011 and December 31, 2010, $1,565,313 and $756,224, respectively, of the Company’s trade accounts receivable were pledged as collateral for loans outstanding. The loan in the amount of $756,224 securing trade accounts receivable at December 31, 2010 was repaid in March 2011.

16

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

4.	Loans receivable:
	As of September 30, 2011 and December 31, 2010, the Company had outstanding $3,404,577 and $4,268,057, respectively, of unsecured loans receivable from unrelated parties which bear interest at rates paid by the Company on similar third party loans payable, and have no stated maturity date. Loans receivable activity during the nine months ended September 30, 2011 and 2010 was:

	Nine months ended September 30,
	2011			2010
	(unaudited)			(unaudited)
Beginning balance	$	4,268,057		$	2,816,943
Amounts loaned to third parties		10,426,181			8,816,129
Amounts collected from third parties		(11,073,768	)		(7,226,149	)
Change in allowance for doubtful accounts		(349,484	)		—
Currency translation difference		133,591			78,011
Ending balance	$	3,404,577		$	4,484,934

During 2009, the Company made a loan to an unrelated third party, the balance of which was $939,188 and $907,468 as of September 30, 2011 and December 31, 2010, respectively. The third party pledged its assets to the bank as partial collateral for a bank loan in the amount of $1,492,961 borrowed by the Company. The loan receivable does not have a stated maturity date.

During December 2010, the Company made a loan to Jinyatai Agricultural Development Co., Ltd. (“Jinyatai”), a former subsidiary of Taiyang that was divested in 2005, the balance of which was $939,188 and $907,468 as of September 30, 2011 and December 31, 2010, respectively. Jinyatai pledged its assets as partial collateral for a bank loan borrowed by the Company with a balance of $1,565,313 as of September 30, 2011. The loan receivable matured on January 7, 2011. Because the loan was not repaid by this date, the agreement between the Company and Jinyatai calls for Jinyatai to pay interest incurred by the Company on the bank loan. Through September 30, 2011, such interest amounted to $94,703. In connection with the issuance of its audited financial statements for years ended December 31, 2008 and 2009, which were issued on June 10, 2010, the Company made a reserve for the full amount off an account receivable in the amount of $895,430 for the sale price of Jinyatai. The charge to the statement of operations for this reserve was made to the opening balance of fiscal 2008. Between June 20-29, 2010, the Company collected this amount from the buyer and recognized a gain from the collection in this amount in the six months ended June 30, 2010. Additionally, the Company made sales of ducks to Luo Jiayun, the principal shareholder and legal representative of Jinyatai, in the amount of $2,922,770 and $2,156,674 during the nine months ended September 30, 2011 and 2010, respectively (see note 22(b)).

The value of the guarantees provided through the pledged assets of the Company’s borrowers was estimated to be approximately $49,624 at September 30, 2011.

The Company had additional unsecured loans receivable from unrelated parties totaling $1,874,962 and $1,545,722 outstanding at September 30, 2011 and December 31, 2010, respectively, which had no stated maturity date, and had no security.

17

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

4.	Loans receivable (continued):
	The above loans constitute inter-enterprise lending that violate the PRC General Lending Rules. A fine in the amount of one to three times the income generated by the Company from such inter-enterprise loans may be imposed by the People’s Bank of China, at their discretion, if the Company were found to be in violation of the PRC General Lending Rules (see note 22(b)). The Company estimates the range of potential fines to be between approximately $560,000 and $1,670,000 based on the guidelines established by PRC General Lending Rules, but such fines are levied discretion of the People’s Bank of China. Effective as of May 11, 2011, any new loans to directors, officers, or unrelated parties require pre-approval of the Company’s board of directors.
	The underlying business reason for the above loans receivable is that local prominent businesses in China often create an informal lending and borrowing arrangement amongst each other whereby short term working capital loans are made between parties in order to allow businesses to borrow in excess of what banks are willing to lend. The Company has historically both borrowed and loaned under such arrangements, without cash interest. Currently, the Company is a net lender with no borrowings.
	During the three months ended September 30, 2011, the Company recorded a reserve for estimated uncollectible loans receivable in the amount of $349,484. This amount is reflected in “General and administrative expense” on the accompanying consolidated statement of operations and comprehensive income.

5.	Inventories:
	Inventories were comprised of the following as of September 30, 2011 and December 31, 2010:

	September 30,		December 31,
	2011		2010
	(unaudited)		(audited)
Raw materials	$	1,153,613	$	1,142,773
Work in process		821,034		490,978
Finished goods		473,412		128,958
	$	2,448,059	$	1,762,709

The Company did not have any obsolete or slow-moving inventory as of September 30, 2011 or December 31, 2010.

6.	Prepaid and other current assets:
	Prepaid and other current assets were comprised of the following as of September 30, 2011 and December 31, 2010:

	September 30,		December 31,
	2011		2010
	(unaudited)		(audited)
Prepaid inventory purchases	$	2,572,285	$	224,187
Other prepaid expenses		853,761		623,527
Biological assets		175,041		292,520
	$	3,601,087	$	1,140,234

18

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

6.	Prepaid and other current assets (continued):
	Biological assets are comprised of master breeding ducks that are treated as capitalized assets due to their ability to produce offspring that are also capable of breeding. These biological assets generally have a productive breeding period of approximately one year. The Company capitalizes these assets and amortizes their cost, which includes any cost to acquire the duck plus costs incurred for hatching and incubation, over a period of one year.
	During the three months ended September 30, 2011, the Company recorded a reserve for estimated impaired prepayments in the amount of $273,346. This amount is reflected in “General and administrative expense” on the accompanying consolidated statement of operations and comprehensive income.

7.	Related party transactions:
	As of September 30, 2011 and December 31, 2010, amounts due to related parties were comprised of $Nil and $30,249, respectively, due to Wu Qiyou. Wu Qiyou is Taiyang’s founder and principal executive officer and was holder of 96% of the Company’s registered share capital prior to the Reverse Merger Transaction in November 2010 (see note 1(a)). Mr. Wu was appointed as Chief Executive Officer and Chairman of the Board of Directors of the Company after the Reverse Merger Transaction. Wu Qiyou owns 49% of Taiyang Biological Corporation.
	Wu Qida was the holder of 2% of Taiyang’s registered share capital prior to the Reverse Merger Transaction in November 2010, and is also the brother of Wu Qiyou. Wu Qida owns 31% of Taiyang Biological Corporation.
	Chen Beihuang was the holder of 2% of Taiyang’s registered share capital prior to the Reverse Merger Transaction in November 2010. Ms. Chen was also appointed as a member of the Board of Directors of the Company after the Reverse Merger Transaction.
	Taiyang Biological Corporation is a company owned 49% by Wu Qiyou and 31% by Wu Qida.
	The Company was involved in the following transactions with Wu Qiyou, Chen Beihuang and Wu Qida during the nine months ended September 30, 2011 and 2010:

	Wu			Chen			Wu
	Qiyou			Beihuang			Qida			Total
Balance due (to) from as of December 31, 2010	$	(30,249	)	$	—		$	—		$	(30,249	)
Loans to related party		616,726			10,326			—			627,052
Repayments from related party		(712,741	)		(10,326	)		—			(723,067	)
Currency translation difference		(2,559	)		—			—			(2,559	)
Balance due (to) from as of September 30, 2011	$	(128,823	)	$	—		$	—		$	(128,823	)
Balance due (to) from as of December 31, 2009	$	735,861		$	585		$	29,252		$	765,698
Loans to related party		1,316,384			138,268			704			1,455,356
Repayments from related party		(887,775	)		(138,855	)		—			(1,026,630	)
Currency translation difference		22,852			2			(97	)		22,757
Balance due (to) from as of September 30, 2010	$	1,187,322		$	—		$	29,859		$	1,217,181

On May 11, 2011, the Company’s board of directors passed a resolution requiring board approval for all future loans to directors, officers, and any other related or unrelated parties.

19

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

7.	Related party transactions (continued):
	The Company was involved in the following additional related party transactions during the nine months ended September 30, 2011 and 2010:
	During the nine months ended September 30, 2011 and 2010, the Company made purchases from Taiyang Biological Corporation in the amount of $78,286 and $101,623, respectively. During the three months ended September 30, 2011 and 2010, the Company made purchases from Taiyang Biological Corporation in the amount of $21,041 and $70,993, respectively. As of September 30, 2011 and December 31, 2010, the Company had prepayments against inventory purchases with Taiyang Biological Corporation in the amount of $75,175 and $90,385, respectively.
	The Company currently engages Thornhill Capital LLC to perform certain accounting, language translation, and other professional services. The Company’s Chief Financial Officer, David Dodge, also performs contract work unrelated to the Company on behalf of Thornhill Capital LLC.
	In August 2010, the Company purchased 7.81% of the equity of a local credit cooperative. As of September 30, 2011 and December 31, 2010, the face value of long term loans payable to the credit cooperative were $197,527 and $190,856, respectively, and the carrying value was $145,306 and $126,428 respectively. The Company also had a short term loan payable to the credit cooperative in the amount of $1,565,313_ as of September 30, 2011 (see notes 10 and 14(a)).
	Transactions during the period are reflected at the average exchange rates for the respective period, and balances as of September 30, 2011 and December 31, 2010 are reflected at closing exchange rates for the respective period (see note 19(c)). Accordingly, beginning balance plus period transactions may differ from ending balances due to exchange rate differences.

8.	Property, plant and equipment:
	(a)	Property, plant and equipment
		As of September 30, 2011 and December 31, 2010, property, plant and equipment consisted of the following:

			Accumulated			Net book
As of September 30, 2011 (unaudited)	Cost		depreciation			Value
Production equipment	$	2,735,249	$	(827,432	)	$	1,907,817
Transportation equipment		622,139		(146,343	)		475,796
Office furniture and equipment		321,276		(102,649	)		218,627
Building and building improvements		20,086,629		(2,348,390	)		17,738,239
	$	23,765,293	$	(3,424,814	)	$	20,340,479

			Accumulated			Net book
As of December 31, 2010 (audited)	Cost		depreciation			Value
Production equipment	$	2,407,456	$	(661,651	)	$	1,745,805
Transportation equipment		565,298		(98,330	)		466,968
Office furniture and equipment		266,829		(62,207	)		204,622
Building and building improvements		19,743,948		(1,666,181	)		18,077,767
	$	22,983,531	$	(2,488,369	)	$	20,495,162

20

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

8.	Property, plant and equipment (continued):
	(b)	Property, plant and equipment (continued)
		Depreciation expense of production-related property, plant and equipment is recorded to production costs, which is allocated to inventory and reflected in cost of goods sold on the statement of operations. Depreciation expense of other property, plant and equipment is charged to general and administrative expense. For the three and nine months ended September 30, 2011 and 2010, depreciation expense was allocated as follows:

	Nine months ended September 30,				Three months ended September 30,
	2011		2010		2011		2010
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Depreciation expense charged to general and administrative expense	$	223,023	$	151,457	$	97,963	$	65,620
Depreciation expense charged to cost of goods sold		740,312		470,563		226,077		176,072
Total depreciation expense	$	963,335	$	622,020	$	324,040	$	241,692

	All of the Company’s building and building improvements, and certain of the Company’s production equipment, are pledged as collateral for bank loans payable as described in note 14.
	During the nine months ended September 30, 2011, the Company recognized a net gain on disposal of assets related to its Duck Farm #2 and other assets in the amount of $19,736 (see note 18(c)).
(c)	Construction in progress
	The Company has various construction projects in process to expand its facilities. As of September 30, 2011 and December 31, 2010, construction in progress was comprised of the following:

	September 30,		December 31,
	2011		2010
	(unaudited)		(audited)
Incubation center expansion	$	721,140	$	827,158
Breeding facilities		4,885,594		4,521,791
Capitalized interest expense		352,706		66,393
Other projects		435,539		219,134
	$	6,394,979	$	5,634,476

The Company capitalizes interest on loans related to construction projects in progress. During the nine months ended September 30, 2011 and 2010, the Company capitalized interest expense in the amount of $281,572 and $169,901, respectively. During the three months ended September 30, 2011 and 2010, the Company capitalized interest expense in the amount of $110,577 and $48,725, respectively.

21

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

9.	Land Use Rights:
	As of September 30, 2011 and December 31, 2010, land use rights consisted of the following:

	September 30,			December 31,
	2011			2010
	(unaudited)			(audited)
Cost	$	12,358,649		$	11,890,593
Less accumulated amortization		(1,447,872	)		(1,229,605	)
	$	10,910,777		$	10,660,988

Land use rights are amortized over the life of the rights, which is generally 50 years, and are charged to general and administrative expense on the statement of operations. Amortization expense of land use rights was $172,589 and $143,757 during the nine months ended September 30, 2011 and 2010, respectively, and $58,291 and $54,596 during the three months ended September 30, 2011 and 2010, respectively.

Land use rights are owned by the PRC government, and are granted with restrictions on use. In the event that the land is used for purposes outside the scope of the Company’s current business, the government could revoke such rights. The Company does not have any plans to use land that is subject to land use rights for any purposes outside the scope of its current business, or for any purpose other than those pursuant to which the rights were granted.

All of the Company’s land use rights are pledged as collateral for bank loans payable as described in note 14, a portion of the proceeds of which were used to finance the acquisition of land use rights and related development of the land.

10.	Other long term assets:
	As of September 30, 2011 and December 31, 2010, other long term assets were comprised of the following:

	September 30,		December 31,
	2011		2010
	(unaudited)		(audited)
Long term investment	$	1,565,313	$	1,512,447
Land deposits		31,306		30,249
Equipment and construction project deposits		998,489		247,450
Other long term assets		123,947		18,238
	$	2,719,055	$	1,808,384

Long term investment is comprised of an investment in a local credit cooperative which the Company purchased in August 2010. As a shareholder in the credit cooperative, the Company has access to favorable borrowing terms, and pro rata dividends of credit cooperative profits, if declared. The Company owns 7.81% of the credit cooperative.

Land use rights deposits represents amounts advanced to an independent third party to be applied against the purchase of land use rights by the Company upon completion by the Company of its duck farm under construction.

22

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

11.	Trade accounts payable and accrued liabilities:
	As of September 30, 2011 and December 31, 2010, accounts payable and accrued liabilities were comprised of the following:

	September 30,		December 31,
	2011		2010
	(unaudited)		(audited)
Trade accounts payable	$	1,152,545	$	1,933,520
Accrued payroll		214,983		265,443
Accrued liquidated damages		562,746		562,746
Accrued professional services		41,865		55,564
Accrued taxes		782,142		596,120
	$	2,754,281	$	3,413,393

Pursuant to the terms of the registration rights agreements dated November 10, 2010 and November 16, 2010, entered into between the Company and the investors in the November 2010 financing, the Company was required to file a registration statement including the shares issued in the November 2010 financing no later than January 9, 2011 and have such registration statement declared effective no later than May 9, 2011. The Company failed to file such registration statement, and as a result must accrue liquidated damages in the amount of 1% of the aggregate subscription amount for the first 30 days after the filing deadline, and 2% for each 30-day period thereafter, with a maximum penalty of 10% of the aggregate subscription amount. As of September 30, 2011 and December 31, 2010, such accrued liquidated damages amounted to $562,746 (see note 17).

12.	Derivative Financial Instruments and Financing:
	On March 7 and March 17, 2011, the Company completed the sale of an aggregate 575,000 shares of common stock to eight investors at a price of $2.00 per share for gross cash proceeds of $1,150,000. In connection this financing, the Company also issued to the investors warrants to purchase 143,750 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as 46,000 placement agent warrants with an exercise price of $4.00 and a contractual term of five years (see note 1(a)).
	Gross and net proceeds to the Company were as follows:

	Mar. 7, 2011			Mar. 17, 2011			Total
Cash proceeds	$	1,100,000		$	50,000		$	1,150,000
Commissions and direct offering costs		(126,500	)		(4,000	)		(130,500	)
Net proceeds	$	973,500		$	46,000		$	1,019,500

The proceeds of the financing were allocated as follows:

	Mar. 7, 2011		Mar. 17, 2011		Total
Common stock, par value $0.001	$	550	$	25	$	575
Additional paid in capital		664,418		31,006		695,424
Derivative financial instruments		308,532		14,969		323,501
	$	973,500	$	46,000	$	1,019,500

23

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

12.	Derivative Financial Instruments and Financing (continued):
	Additionally, during November 2010, the Company completed a financing pursuant to which it sold 2,905,392 shares and issued 952,646 warrants with terms similar to those issued in the March 2011 financing.
	The warrants issued in the above transactions contain a provision that in the event the Company effects a merger or consolidation, a sale of all or substantially all of its assets, or if any tender offer or exchange offer is completed pursuant to which holders of the Company’s common stock are permitted to tender or exchange their shares for other securities, cash or property, and such transaction is (i) an all cash transaction, (ii) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, or (ii) a transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, then the Company or any successor entity shall pay at the warrant holder’s option, an amount of cash equal to the value of the warrant as determined in accordance with the Black Scholes option pricing model.
	Because of this provision, the warrants do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period.
	The warrants are valued using the Black/Scholes pricing model because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used to value the warrants as of their inception date, and as of September 30, 2011 for purposes of recognizing changes in fair value, included the following:

	Mar. 7, 2011			Mar. 17, 2011			Sep. 30, 2011
Underlying Stock Price	$	2.80		$	2.80		$	2.00
Exercise Price	$	4.00		$	4.00		$	4.00
Term (years)		3.00			3.00			2.44 - 2.46
Volatility		110.83	%		119.39	%		139.19	%
Annual Rate of Quarterly Dividends		0.00	%		0.00	%		0.00	%
Discount Rate - Bond Equivalent Yield		1.22	%		1.05	%		0.42	%

Since the Company’s common stock has limited trading history, the Company estimated volatility using historical volatility of comparable companies in the industry. For the risk-free rates of return, the Company used the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants.

24

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

12.	Derivative Financial Instruments and Financing (continued):
	The change in fair value of the warrants is recognized in the statement of operations each period. During the three and nine months ended September 30, 2011, the change in fair value was as follows:

	Issuance Date
	Mar. 2011			Nov. 2010			Total
Three months ended September 30, 2011:
Value at June 30, 2011	$	239,582		$	1,128,280		$	1,367,862
Less: value at September 30, 2011		(235,407	)		(1,095,083	)		(1,330,490	)
Loss on derivative financial instruments	$	4,175		$	33,197		$	37,372
Nine months ended September 30, 2011:
Value at December 31, 2010	$	—		$	1,480,261		$	1,480,261
Plus: inception value of March 2011 warrants		323,501			—			323,501
Less: value at September 30, 2011		(235,407	)		(1,095,083	)		(1,330,490	)
Gain on derivative financial instruments	$	88,094		$	385,178		$	473,272

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Because derivative financial instruments are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimate and assumption changes.

In connection with each of the November 2010 financing and the March 2011 financing, the Company undertook to prepare and file with the SEC and maintain the effectiveness of a “resale” registration statement pursuant to Rule 415 under the Securities Act providing for the resale of (i) all of the shares of common stock (ii) all of the shares of common stock issuable upon exercise of the warrants, (iii) all of the shares of common stock issuable upon exercise of the warrants issued to the placement agent (iv) any additional shares issuable in connection with any anti-dilution provisions associated with such preferred stock and warrants, and (v) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

Under the terms of the Registration Rights Agreement executed in connection with the November 2010 financing, the Company was required to have a registration statement filed with the SEC within 60 days after the first closing date (being January 9, 2011) and declared effective by the SEC not later than 180 days from the closing date in the event of a full review (being May 9, 2011) with respect to 2,905,392 shares of common stock and 952,646 shares of common stock underlying warrants issued pursuant to the November 2010 financing. Under the terms of the Registration Rights Agreement executed in connection with the March 2011 financing, the Company is required to have a registration statement filed with the SEC within 60 days after the closing date (being May 6, 2011) and declared effective by the SEC not later than 180 days from the closing date in the event of a full review (being September 3, 2011) with respect to 575,000 shares of common stock and 189,750 shares of common stock underlying warrants. The Company is required to pay liquidated damages to each purchaser in an amount equal to one percent of the purchaser’s purchase price paid for any registrable securities then held by the purchaser for the first thirty (30) calendar days past the relevant deadline that the registration statement is not filed or not declared effective, for any period that the Company fails to keep the registration statement effective. The liquidated damages increases to 2% of the purchaser’s purchase price for any registrable securities held after the first thirty (30) calendar day period thereafter. Through June 30, 2011 and December 31, 2010, such accrued liquidated damages amounted to $562,746, all of which relate to the November 2010 financing (see note 11). This amount was charged to interest expense on the statement of operations in the year ended December, 31, 2010. The maximum amount of the liquidated damages is $562,746 related to the November 2010 financing and $115,000 related to the March 2011 financing. No liability has been recorded related to the March 2011 financing since the registration statement including the shares issued in March 2011 as the amount and certainty of such penalties is not reasonably estimable as of the date hereof.

25

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

13.	Other accounts payable:
	As of September 30, 2011 and December 31, 2010, other accounts payable and accrued liabilities were comprised of the following:

	September 30,		December 31,
	2011		2010
	(unaudited)		(audited)
Deposits from contract farmers - general	$	980,369	$	1,088,536
Deposits from contract farmers securing loans		907,883		2,769,291
Land use right payable		39,511		38,177
Construction project payable		17,218		351,642
Other payables and amounts due to unrelated parties		405,197		295,209
	$	2,350,178	$	4,542,855

Other payables and amounts due to unrelated parties are comprised of demand unsecured loans and other amounts payable to unrelated third parties not in the ordinary course of carrying out the Company’s principal business, on which imputed interest was charged in the amount of $Nil and $74,648 in the nine months ended September 30, 2011 and 2010, respectively, and $Nil and $64,766 in the three months ended September 30, 2011 and 2010, respectively.

Deposits from contract farmers are comprised of advances from local farmers used by the Company to acquire feed raw materials and fund the incubation of new ducks that will be raised by the farmers on behalf of the Company. General deposits are made from the farmers’ working capital without any underlying loans. Deposits from contract farmers securing loans are advanced to the Company from the proceeds of loans taken by the farmers. These loans are guaranteed by the general credit of the Company. To ensure repayment of the loans, the Company requires that the farmers advance the amount of the loan to the Company to be held as a deposit against the loan. The deposits are then returned when the loans mature.

26

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

14.	Loans payable:
	(a)	Short term bank loans
		As needed, the Company borrows funds in the form of short term bank loans payable to fund its capital projects and supplement its working capital requirements. The carrying value of short term bank loans payable as of September 30, 2011 and December 31, 2010 is shown in the following table. The fair value of these bank loans payable approximates their carrying values.

	Annual
	Interest			September 30,		December 31,
Due Dates	Rates			2011		2010
				(unaudited)		(audited)
January 25, 2011 (1)		5.842	%	$	—	$	2,268,673
March 14, 2011 (4)		5.310	%		—		1,482,198
March 28, 2011 (3)		5.841	%		—		756,224
April 11, 2011 (4)		0.000	%		—		756,224
June 10, 2011 (4)		0.000	%		—		468,859
September 15, 2011 (2)(4)		0.000	%		—		907,468
October 13, 2011 (4)		5.841	%		313,063		302,489
October 15, 2011 (4)		5.310	%		641,778		620,103
November 4, 2011 (4)		5.841	%		313,063		302,489
January 8, 2012 (4)		7.320	%		2,347,969		—
January 17, 2012 (5)		8.715	%		1,565,313		—
February 26, 2012 (4)		6.060	%		1,534,006		—
March 16, 2012 (3)		6.363	%		782,656		—
May 17, 2012 (4)		6.060	%		782,656		—
June 9, 2012 (4)		6.363	%		485,247		—
August 22, 2012 (4)		7.216	%		2,347,969		—
September 13, 2012 (3)		7.216	%		782,656		—
September 22, 2012 (4)		7.872	%		1,565,313		—
				$	13,461,689	$	7,864,727

(1)	The assets of an unrelated third party are pledged as collateral for this loan (see note 4).
(2)	The assets of Jinyatai are pledged as collateral for this loan (see note 4).
(3)	These loans are secured by accounts receivable of the Company.
(4)	These loans are secured by property and equipment of the Company
(5)	This loan is payable to a local credit cooperative of which the Company owns 7.81% (see note 7).

27

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

14.	Loans payable (continued):
	(b)	Long term bank loans
		The carrying value of long term bank loans payable as of September 30, 2011 and December 31, 2010 is shown in the following table. The fair value of these bank loans payable approximates their carrying values.

	Annual
	Interest			September 30,		December 31,
Due Dates	Rates			2011		2010
				(unaudited)		(audited)
October 21, 2012 (4)		5.400	%	$	—	$	1,777,129
November 30, 2012 (1)		0.000	%		41,034		35,694
December 10, 2012 (4)		5.400	%		—		491,545
August 8, 2013 (4)		5.400	%		1,565,313		1,512,447
August 8, 2013 (4)		5.400	%		469,594		453,734
September 12, 2013 (4)		5.400	%		939,188		907,468
October 9, 2013 (4)		5.400	%		1,565,310		1,512,447
October 14, 2013 (4)		5.400	%		939,188		907,468
November 30, 2013 (1)		0.000	%		35,702		31,069
April 20, 2014 (2)		0.000	%		68,570		59,665
December 31, 2014 (3)(4)		5.760	%		2,661,032		3,327,384
				$	8,284,931	$	11,016,050

(1)	The Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated using the net present value of the loans, at an assumed interest rate of 14%, being the estimated cost of capital for the Company for unsecured borrowings. The amount of the discounts, being $40,865, was recorded as a reduction to the carrying value of the bank loan in a prior period. The discounts are being amortized over the life of the loans using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize the discounts in the amount of $7,521 and $6,223 in the nine months ended September 30, 2011 and 2010, respectively, and $2,655 and $2,181 in the three months ended September 30, 2011 and 2010, respectively. The carrying value of the loans as of September 30, 2011 and December 31, 2010 as shown in the table above was $76,735 and $66,763, respectively, comprised of face value of $96,736 and $93,469, respectively, net of unamortized discount of $20,001 and $26,706, respectively. These loans are unsecured.
(2)	This instrument is a non interest bearing loan from a local government authority. As such, the Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated using the net present value of the loans, at an assumed interest rate of 14%. The amount of the discount, being $41,716, was recorded as a reduction to the carrying value of the bank in the year ended December 31, 2010. The discount is being amortized over the life of the loan using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize the discount in the amount of $6,714 and $3,232 the nine months ended September 30, 2011 and 2010, respectively, and $2,370 and $1,941 in the three months ended September 30, 2011 and 2010, respectively. The carrying value of the loan as of September 30, 2011 and December 31, 2010 as shown in the table above was $68,570 and $59,665, respectively, comprised of face value of $100,791 and $97,387, respectively, net of unamortized discount of $32,221 and $37,722, respectively. The loan is unsecured.
(3)	The assets of an unrelated third party are pledged as collateral for this loan (see note 4)
(4)	These loans are secured by property and equipment of the Company

28

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

14.	Loans payable (continued):
	(c)	Convertible loan
		On March 1, 2010, the Company issued unsecured debentures in the aggregate principal amount of $650,000 to 11 investors. The Company received net proceeds of $555,000, which were designated to pay legal, accounting, and other costs associated with the Reverse Merger Transaction and the Financing. The debentures bore interest at a rate of 15% per annum, and matured on the earlier of September 30, 2010 or the completion of a financing of at least $10,000,000 by the Company. The debentures are not convertible at inception because the conversion price is based upon the offering price of subsequent financings. Once the subsequent financing occurs and the conversion price is known, the debenture is convertible into a fixed number of shares. The Company evaluated the conversion option embedded in the convertible debentures under the guidance of ASC 815, Derivatives and Hedging. The debentures met the definition of conventional convertible for purposes of applying the exemption. The definition of conventional contemplates a limitation on the number of shares issuable under the arrangement. In this case, there is a limitation on the number of shares issuable due to a fixed conversion price. Therefore, the debentures are conventional convertible and the conversion option does not require bifurcation and liability classification.
		In connection with the Financing, the Company committed to issue an aggregate of 650,000 shares of the Company’s common stock, which was granted on a basis of one (1) share for one dollar ($1.00) of Debentures, upon completion of a public offering. Due to the governing laws of the Peoples Republic of China, foreign ownership in the operating company is not allowed. Accordingly, this commitment could not be fulfilled until the Company affected a transaction where the issuance of shares could be accomplished. As a result, no value was attributed to this commitment at inception. This commitment was reassessed at each reporting date until such time that it was more likely than not that a reverse merger transaction would occur and the fair value of the commitment could be measured.
		At inception, the Company recorded the debentures at a value of $555,000, being the face value of $650,000, less commissions paid of $95,000. The commissions were amortized over the life of the debentures to interest expense. The Company recorded an expense to amortize the commissions in the amount of $95,000 in the nine months ended September 30, 2010.
		Prior to closing of the Reverse Merger Transaction, the Company assessed the fair value of the commitment to issue 650,000 shares of the newly formed public entity. The commitment was satisfied through the issuance of 988 ordinary shares of Dynamic Ally immediately prior to completion of the Reverse Merger Transaction, which were then exchanged for 650,000 common shares of the Company on closing of the Reverse Merger Transaction, at which time the commitment was satisfied in full. The Company recorded a charge to interest expense in the amount of $165,431 in the fourth quarter of 2010 to reflect the estimated fair value of the shares. The estimated fair value of the shares was calculated using a Capitalization of Earnings methodology, which falls under the “income approach” methodology of valuing assets and liabilities. Fair value under the Capitalization of Earnings methodology is derived by discounting the expected future income streams of the business by the expected rate of return of the business. This discounted present value methodology evolves into a capitalization of earnings method when the expected future income streams are constant. The Company believes this methodology best estimates fair value of the shares because the shares encompassed substantially lesser rights than shares sold by the Company in the November 2010 and March 2011 offerings, most notably lack of registration rights penalties and attached warrants, and therefore could not be valued using pricing from those offerings.

29

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

14.	Loans payable (continued):
	(c)	Convertible loan (continued)
		The debentures matured unpaid on September 30, 2010. Because of the default on repayment of the loan, the debentures plus accrued interest became immediately due and payable in cash on September 30, 2010, and the interest rate from September 30, 2010 until repayment increased from 15% to 20% per annum, calculated on a daily basis. On November 10, 2010, in connection with the closing of the Reverse Merger Transaction and the Financing, the notes were satisfied in full as follows: (i) principal in the amount of $549,984 was converted at the option of certain of the holders into 366,656 shares of common stock of Parkview and was recorded at the value of the shares on the conversion date, (ii) principal in the amount of $100,016 was repaid in cash, and (iii) interest of $72,493 was paid in cash. No commitment remained as of June 03, 2011 or December 31, 2010 related to the debentures.

15.	Subsidy income:
	From time to time, the Company receives subsidies from the PRC government. Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized by the Company. Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.
	During the nine months ended September 30, 2011 and 2010, the Company recognized subsidy income of $130,738 and $108,835, respectively. During the three months ended June 30, 2011 and 2010, the Company recognized subsidy income of $8,257 and $292, respectively.

16.	Share capital:
	(a)	Common Stock
		The Company was incorporated on April 7, 1999 (see note 1(a)). The Company is authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share.
		Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.
		Holders of common stock are entitled to share in all dividends that our Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The common stock has no pre-emptive, subscription or conversion rights and there are no redemption provisions applicable to the common stock.

30

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

16.	Share capital (continued):
	(b)	Preferred Stock
		The Company is authorized to issue 5,000,000 shares of preferred stock, par value $.001 per share, none of which are currently outstanding. The shares of preferred stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the Board of Directors. The Board of Directors is expressly vested with the authority to determine and fix in the resolution or resolutions providing for the issuances of preferred stock the voting powers, designations, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series to the full extent now or hereafter permitted by the laws of the State of Delaware.
	(c)	Warrants
		As of September 30, 2011, the Company had 1,142,396 warrants outstanding. Each warrant entitles the holder to purchase one (1) share of the Company’s common stock at an exercise price of $4.00 per share, have a term of 3-5 years, and are subject to a call provision if the closing bid price of the Company’s common stock equals or exceeds $8.00 per share for five consecutive trading days, subject to the Company’s common stock being traded on either the New York Stock Exchange, Nasdaq or NYSE Amex and there being an effective registration statement for the resale of the shares of common stock underlying the warrants. The warrants issued in the transaction do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each reporting period (see note 12)
	(d)	Earnings per share
		Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted income per share is calculated based on the treasury stock method, assuming the issuance of common shares, if dilutive, resulting from the exercise of outstanding warrants.
		During the three and nine months ended September 30, 2011 and 2010, the warrants outstanding have not been included in the computation of diluted income per share, because all outstanding warrants were out of the money and such inclusion would have had an anti-dilutive effect. The number of weighted average common shares outstanding has been retroactively restated to give effect to the shares issued in the Reverse Merger Transaction.
	(e)	Financing transaction
		On March 7 and March 17, 2011, the Company completed the sale of an aggregate 575,000 shares of common stock to eight investors at a price of $2.00 per share for gross cash proceeds of $1,150,000. In connection with this financing, the Company also issued to the investors warrants to purchase 143,750 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as 46,000 placement agent warrants with an exercise price of $4.00 and a contractual term of five years.
		The Company also entered into a Registration Rights Agreement with the purchasers, under which the Company undertook to prepare and file with the SEC and maintain the effectiveness of a “resale” registration statement pursuant to Rule 415 under the Securities Act providing for the resale of (i) all of the shares of common stock (ii) all of the shares of common stock issuable upon exercise of the warrants, (iii) all of the shares of common stock issuable upon exercise of the warrants issued to the placement agent (iv) any additional shares issuable in connection with any anti-dilution provisions associated with such preferred stock and warrants, and (v) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

31

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

16.	Share capital (continued):
	(e)	Financing transaction (continued)
		Under the terms of the Registration Rights Agreement, the Company is required to have a registration statement filed with the SEC within 60 days after the first closing date (being May 6, 2011 with respect to all 575,000 shares), and declared effective by the SEC not later than 180 days from the closing date (being September 3, 2011). The Company is required to pay liquidated damages to each purchaser in an amount equal to one percent of the purchaser’s purchase price paid for any registrable securities then held by the purchaser for the first thirty (30) calendar days past the relevant deadline that the registration statement is not filed or not declared effective, for any period that the Company fails to keep the registration statement effective. The liquidated damages increases to 2% of the purchaser’s purchase price for any registrable securities held after the first thirty (30) calendar day period thereafter.

17.	Interest expense (net):
	The Company earns interest income on cash balances and short term investments. The Company recognizes interest expense on loans payable, and for bank charges related to its cash accounts. Interest expense was as follows during the three and nine months ended September 30, 2011 and 2010:

	Nine months ended September 30,						Three months ended September 30,
	2011			2010			2011			2010
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Interest income	$	(212,370	)	$	(2,721	)	$	(69,965	)	$	(779	)
Interest expense		1,186,918			1,174,398			415,398			456,123
Bank fees		52,919			110,903			(6,578	)		(5,338	)
Amortization of debt discount		14,235			104,455			5,025			45,155
Imputed interest expense		—			74,648			—			64,546
	$	1,041,702		$	1,461,683		$	343,880		$	559,707

The Company capitalizes interest on loans related to construction projects in progress. During the nine months ended September 30, 2011 and 2010, the Company capitalized interest expense in the amount of $281,572 and $169,901, respectively. During the three months ended September 30, 2011 and 2010, the Company capitalized interest expense in the amount of $110,577 and $48,725, respectively.

32

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

18.	Other income:
	Other income was as follows during the three and nine months ended September 30, 2011 and 2010:

			Nine months ended September 30,			Three months ended September 30,
	2011			2010		2011			2010
	(unaudited)			(unaudited)		(unaudited)			(unaudited)
Gain on sale of fertilizer plant	$	—		$	877,874	$	—		$	—
Gain on collection of Jinyatai receivable written off in prior period		—			895,430		—			—
Gain on disposal of assets		19,735			—		—			—
Dividend income from long term investment		185,533			—		1,274			—
Other non-operating income (expense), net		(9,414	)		4,226		(31,264	)		5,409
	$	195,854		$	1,777,530	$	(29,990	)	$	5,409

(a)	Gain on sale of fertilizer plant:
	In 2008, the Company began construction on an organic fertilizer manufacturing plant (the “Fertilizer Plant”) that the Company intended to complete in the second half of 2010. The Fertilizer Plant was to be used to process duck waste products into a saleable organic fertilizer product.
	In May 2010, the Company entered into an Asset Transfer Agreement with an unrelated third party (the “Buyer”), whereby the buyer agreed to buy, and the Company agreed to sell, the Fertilizer Plant and related equipment, ground works, land rights, and intellectual property associated with the manufacturing process (collectively, the “Sold Assets”). The sale price for the Sold Assets (as valued using the exchange rate on the sale date) was $3,886,431, of which $2,048,371 was paid during June 2010, $1,010,851 (as valued using the exchange rate on the payment date) was paid during December 2010, and $939,188 remains outstanding. This final balance was due by May 31, 2011 but has not yet been collected. Accordingly, during the three months ended September 30, 2011, the Company recorded a reserve against the remaining balance receivable of $462,364 (using the average exchange rate for the period), leaving a net carrying value of $469,594 as of September 30, 2011.
	During the nine months ended September 30, 2010, the Company recognized a gain on the sale of the Sold Assets equal to the excess of the sale price over the carrying value of the Sold Assets on the date of the sale as follows:

Sale Price	$	3,886,431
Less: carrying value of assets at sale date
Prepaid current assets		43,894
Construction in progress		2,302,441
Prepaid construction in progress		626,425
Prepaid land use rights		321,886
Property, plant and equipment		38,508
Accrued construction in progress		(324,597	)
Net carrying value of asset group		3,008,557
Gain on disposal	$	877,874

33

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

18.	Other income (continued):
	(a)	Gain on sale of fertilizer plant (continued):
		Additionally, the Asset Sale is subject to the following material terms and conditions:

· The Company must assist the Buyer in transferring all property rights and licenses

· The Company will provide basic training on production methods, and will turn over all procedures and technology information to the Buyer.

· The Buyer can market the product under the Company’s name for a period of two years

· The land use rights transferred to the Buyer have been prepaid by the Company, but are not yet owned outright by the Company. The owner of the land use rights has agreed to transfer such rights to the Company upon completion of construction of the Fertilizer Plant, at which time the Company will transfer them to the Buyer.

	No consideration was deferred because substantially all of the above conditions were met in 2010, and the remaining value as of December 31, 2010 was nominal.
	The Company made the strategic decision to sell the Fertilizer Plant because the price of fertilizer products has decreased materially from the time the Company began building the Plant. In connection with its public listing, which was not contemplated at the time the Fertilizer Plant was begun, the Company determined that expected margins on fertilizer products would not be commensurate with margins on its core products, and that investors in the Company would prefer that the Company focus its financial and other resources on growing its food processing business.
	Prior to the sale of the Sold Assets, the Company had pledged the Sold Assets as collateral for a short term bank loan. After the sale, with the permission of the Buyer, the Company continues to use the Sold Assets as collateral for this bank loan, which matured in January 2011 and was extended for a period of one year through January 2012.
(b)	Collection of account previously written off:
	In connection with the issuance of its audited financial statements for years ended December 31, 2008 and 2009, which were issued on June 10, 2010, the Company made a reserve for the full amount off an account receivable in the amount of $895,430 for the sale price of Jinyatai. The charge to the statement of operations for this reserve was made to the opening balance of fiscal 2008. Between June 20-29, 2010, the Company collected this amount from the buyer and recognized a gain from the collection in this amount in the nine months ended September 30, 2010 (see note 4).

34

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

18.	Other income (continued):
	(c)	Gain on disposal of assets:
		During the nine months ended June 30, 2011, the PRC government reclaimed certain land that it was leasing to the Company on which the Company’s Breeding Center #2 was located. The lease was original set to expire on December 31, 2011. The Company owned certain buildings located on this land which were appropriated by the government since relocation of the buildings would not have been cost effective. The government paid the Company remuneration in the amount of $339,118 as compensation of the appropriation. The gain on disposal of the buildings associated with Duck Farm #2 and other assets disposed during the period was calculated as follows:

Remuneration received from PRC government	$	339,118
Less: estimated cost to demolish buildings		(15,310	)
Less: carrying value of assets		(303,276	)
Gain on sale of Duck Farm #2		20,532
Less: loss on disposal of other fixed assets		(796	)
Net gain on disposal of assets	$	19,736

19.	Financial instruments:
	(a)	Fair value of financial instruments:
		The Company utilizes ASC Topic 820 fair value measurement accounting guidance, which defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. This guidance also defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prescribed by this standard contains three levels as follows:

· Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company values certain loans payable at fair market value which do not have a stated interest rate using a discount of 14% on the face value of the loan at inception to adjust the carrying value to the fair value. Fair value is calculated using the net present value of the loan, and the amount of the discount is included on the statement of operations under the caption “Interest and other expense, net.” The discount is amortized over the life of the loan using the effective interest method, with interest expense being recorded as an expense in the related period. As of September 30, 2011 and December 31, 2010, the carrying value of such instruments included in “Loans payable, long term portion” was $145,305 and $126,428, respectively.

The Company’s financial instruments consist of cash, trade accounts receivable, loans receivable, prepaid and other current assets, proceeds receivable from the sale of the Company’s fertilizer plant, amounts due from/to related parties, trade accounts payable and accrued liabilities, other accounts payable, and current loans payable, all of which are valued using Level 1 of the valuation hierarchy. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.

35

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

19.	Financial instruments (continued):
	(a)	Fair value of financial instruments (continued):
		The Company also has a derivative liability related warrants issued in March 2011 and November 2010 (see note 12). This derivative liability is valued using Level 2 of the fair value hierarchy. The warrants are valued using the Black/Scholes pricing model because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used to value the warrants as of their inception included the following:

	Mar. 7, 2011			Mar. 17, 2011			Sep. 30, 2011
Underlying Stock Price	$	2.80		$	2.80		$	2.00
Exercise Price	$	4.00		$	4.00		$	4.00
Term (years)		3.00			3.00			2.44 - 2.46
Volatility		110.83	%		119.39	%		139.19	%
Annual Rate of Quarterly Dividends		0.00	%		0.00	%		0.00	%
Discount Rate - Bond Equivalent Yield		1.22	%		1.05	%		0.42	%

Since the Company’s common stock has limited trading history, the Company estimated volatility using historical volatility of comparable companies in our industry. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants.

The change in fair value of the warrants is recognized in the statement of operations each period. During the three and nine months ended September 30, 2011, the change in fair value was as follows:

	Issuance Date
	Mar. 2011			Nov. 2010			Total
Three months ended September 30, 2011:
Value at June 30, 2011	$	239,582		$	1,128,280		$	1,367,862
Less: value at September 30, 2011		(235,407	)		(1,095,083	)		(1,330,490	)
Loss on derivative financial instruments	$	4,175		$	33,197		$	37,372
Nine months ended September 30, 2011:
Value at December 31, 2010	$	—		$	1,480,261		$	1,480,261
Plus: inception value of March 2011 warrants		323,501			—			323,501
Less: value at September 30, 2011		(235,407	)		(1,095,083	)		(1,330,490	)
Gain on derivative financial instruments	$	88,094		$	385,178		$	473,272

36

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

19.	Financial instruments (continued):
	(a)	Fair value of financial instruments (continued):
		The Company did not have any assets that were measured at fair value on a recurring basis. A summary of liabilities that were measured at fair value on a recurring basis is as follows:

	Level 1		Level 2		Level 3
September 30, 2011:
Discounted loans payable	$	—	$	145,305	$	—
Derivative financial instruments		—		1,330,490		—
December 31, 2010:
Discounted loans payable	$	—	$	126,428	$	—
Derivative financial instruments		—		1,480,261		—

Gains and losses from financial instruments are included in the statement of operations as follows:

	Nine Months		Three Months
	Ended		Ended
	September 30, 2011		September 30, 2011
Interest expense, net	$	14,235	$	5,025
Gain (loss) on derivative financial instruments		473,272		37,372
	$	487,507	$	42,397

(b)	Interest rate and concentration of credit risks
	Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash and accounts and loans receivable. To minimize the interest rate and credit risk, the Company places cash with high credit quality financial institutions located in the PRC.
	Credit risk from accounts receivable results from the risk of customer non-payment. Management, on an ongoing basis, monitors the level of accounts receivable attributable to each customer, and the length of time each account is outstanding. When necessary, management takes appropriate action to follow up on balances considered at risk.

37

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

19.	Financial instruments (continued):
	(b)	Interest rate and concentration of credit risks (continued)
		During the nine months ended September 30, 2011 and 2010, the following customers accounted for more than 10% of the Company’s total sales:

	Nine months ended September 30,
	2011								2010
			% of			% of					% of			% of
			Unit			Company					Unit			Company
	Revenue		Total			Total			Revenue		Total			Total
Breeding Unit:
Customer A	$	3,093,909		25.4	%		13.3	%	$	3,234,282		41.8	%		10.5	%
Customer B		2,922,770		24.0	%		12.6	%		2,156,674		27.9	%		7.0	%
Feed Unit:
Customer C		4,291,659		99.8	%		18.5	%		9,285,327		99.3	%		30.2	%
Food Unit:
Customer D		797,323		11.8	%		3.4	%		5,947,008		43.5	%		19.3	%

There is no guarantee that any of the customers mentioned above will continue to buy from the Company, and loss of any of these major customers would have a material adverse effect on the Company’s results of operations.

During the nine months ended September 30, 2011 and 2010, the following suppliers accounted for more than 10% of the Company’s total purchases:

	Nine months ended September 30,
	2011								2010
			% of			% of					% of			% of
			Unit			Company					Unit			Company
	Purchases		Total			Total			Purchases		Total			Total
Supplier A	$	2,857,882		22.0	%		19.2	%	$	2,474,084		14.3	%		10.8	%
Supplier B		2,170,690		16.7	%		14.6	%		2,091,367		12.1	%		9.2	%
Supplier C		1,890,868		14.5	%		12.7	%		1,888,412		10.9	%		8.3	%

(c)

Foreign currency risk

The Company uses the US dollar as its reporting currency for these financial statements, while nearly all of the Company’s transactions are denominated in RMB. Revenues and expenses are translated into US dollars using average exchange rates for the period, and assets and liabilities are translated using the exchange rate at the end of the period. All resulting exchange differences arising from the translation are included as a separate component in accumulated other comprehensive income. Consequently, the Company’s unrealized exchange gain (loss) on translation of functional currency to reporting currency is subject to fluctuations in the exchange rate between the RMB and the US dollar in each reporting period. The Company does not hedge its exposure to currency fluctuations.

38

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

19.	Financial instruments (continued):
	(c)	Foreign currency risk (continued)
		Additionally, capital raised in US dollars, and any future dividends or distributions paid outside of the PRC in US dollar, are subject to fluctuating exchange rates when converted from RMB to US dollars, and vice versa. The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the PRC foreign exchange trading market.
		The following exchange rates are applied for the Company’s financial statements for the periods presented herein:

	Nine months ended September 30,
	2011		2010
Period end rate		6.3885		6.6981
Period average rate		6.4884		6.8164
Period high rate		6.6286		6.8436
Period low rate		6.3435		6.6981

(d)	Liquidity Risk
	Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when they become due. The Company uses cash to settle its financial obligations as they fall due. The ability to do this relies on the Company collecting its accounts receivables in a timely manner and by maintaining sufficient cash on hand through equity financing and bank loans.
(e)	Commodity Risk
	Profitability in the poultry industry is materially affected by the supply of parent breeding stocks and the commodity prices of ducklings, processing ducks, and feed ingredients, including corn, soybean cake, and other nutrition ingredients from numerous sources, mainly from wholesalers who collect the feed ingredients directly from farmers. As a result, the industry is subject to wide fluctuations and cycles. The Company does not currently use derivative financial or hedging instruments to reduce its exposure to various market risks related to commodity purchases

20.	Tax matters:
	(a)	Income tax
		The Company is subject to income, withholding, business and other taxes on income generated in the jurisdictions in which it does business.
		Taiyang is exempt from corporate income tax due to the nature of its business. Beginning 2006, the PRC government instituted a tax exemption policy for certain aspects of the agricultural industry. Taiyang’s business qualifies as tax exempt. The exemption relates to unprocessed agricultural products and is granted by the relevant taxing authority on a year-by-year basis. There is no stated expiration to the exemption, and while Taiyang expects to continue to receive favorable tax treatment, changes in government policy or the nature of Taiyang’s operations could result in Taiyang being required to pay income taxes.

39

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

20.	Tax matters (continued):
	(a)	Income tax (continued)
		Ningguo is subject to corporate income tax in the PRC at a rate of 25% as a non-resident enterprise, as well as business tax at a rate of 5% on service income.
		Under the laws of the BVI, Dynamic Ally is not subject to tax on its income or capital gains.
		Parent is subject to United States income tax at a rate of 35%. No income tax expense was incurred in the United States in the nine months ended September 30, 2011 or 2010 as all income was generated in the PRC. Business activity in the United States consists primarily of professional service expenses related to the Company’s public listing and compliance.
		Pursuant to the Consulting Services Agreement between Taiyang and Ningguo, Taiyang pays a consulting service fee to Ninnguo that is equal to all of Taiyang’s net income. According to the applicable PRC Enterprises Tax Law, such income is subject to business tax at a rate of 5% and enterprise income tax at a rate of 25%. We recognized income tax expense amounting to $853,192 and $267,294 in the nine months ended September 30, 2011 and 2010, respectively, and $158,752 and $169,738 in the three months ended September 30, 2011 and 2010, respectively.
		The reconciliation between taxes computed by applying the statutory income tax rate of 25% applicable to the Company’s operations to income tax expense is:

	2011			2010
Income before income taxes	$	2,302,931		$	4,858,790
Income tax at statutory rate of 25% in 2011 and 10% in 2010		575,733			468,097
Tax on income earned prior to contractual agreements between Taiyang and Ningguo		—			(225,606	)
Non-taxable gain on derivative financial instruments		(118,318	)		—
Non-deductible expenses		100,035			24,803
Income tax expense	$	557,450		$	267,294

Tax declarations, together with other legal compliance areas, such as customs and currency controls are subject to review and investigation by various agencies and authorities, who are enabled by law to impose very severe fines, penalties and interest charges. These facts create tax risks in China substantially more significant than typically found in countries with more developed tax systems and structures. Various tax authorities could take differing positions on interpretive issues and the effect could be significant. The fact that a year has been reviewed does not close that year, or any tax declaration applicable to that year, from future review and assessment by tax authorities. If taxing authorities determine that there is an underpayment of taxes, they could impose a penalty between zero and five times the amount of taxes payable, at their discretion. Based on existing PRC tax regulations, the tax years of Taiyang and Ningguo for fiscal years 2006 through 2010 remain subject to examination by the tax authorities. Based on existing United States tax regulations, the tax years of parent for fiscal years 2003 through 2010 remain subject to examination by the tax authorities. The Company has not adopted any uncertain tax positions during the periods presented.

40

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

20.	Tax matters (continued):
	(b)	Value added tax
		The Company is subject to value added tax (“VAT”) on products that it sells within the PRC. VAT payable is netted against VAT paid on purchases. Certain of the Company’s products, including duck eggs, seedlings, and feed products, are exempted from VAT as a result of government agricultural incentives. If taxing authorities determine that payment is late or there is an underpayment of taxes, they could impose a penalty between zero and five times the amount of taxes payable, at their discretion.

21.

Appropriated Retained Earnings:

According to PRC corporate law, the Company is required each year to appropriate 10% of its after tax income as reported in its financial statements, prepared in accordance with PRC GAAP, to the statutory common reserve fund until the fund reaches 50% of the Company’s Registered Capital. This fund can be used to make up for any losses incurred in the future or be converted into paid-in capital, provided that the fund does not fall below 50% of Registered Capital. The Company did not make any transfers to the statutory common reserve fund during the three or nine months ended September 30, 2011 or 2010.

22.	Commitments and contingencies:
	(a)	Commitments
		The Company leases certain of its facilities pursuant to non-cancellable lease agreements expiring at various times through 2037. The amount of rent on these facilities is not fixed, but is based on the government stipulated market price of grains multiplied by the grain yield per area. Because future rents on these facilities depend upon unknown future market and production factors, the amount of future commitment cannot be quantified. Rent expense for the nine months ended September 30, 2011 and 2010 was $39,629 and $34,375, respectively. Rent expense for the three months ended September 30, 2011 and 2010 was $13,050 and $11,654, respectively.
	(b)	Contingencies
		In connection with the sale in June 2010 of a fertilizer plant partially constructed by the Company, the Company paid a deposit in the amount of $321,886 to acquire land use rights for the location on which the fertilizer plant is being constructed. The owner of the land use rights has agreed to transfer such rights to the Company upon completion of construction of the fertilizer plant, at which time the Company will transfer them to the buyer. The Company also agreed to allow the buyer of the fertilizer plant to use the Company’s name for marketing purposes for a period of two years from the sale date, and the buyer has allowed the assets comprising the fertilizer plant to continue to be pledged as collateral for bank loans by the Company that are secured by these assets.
		The Company regularly uses contract farmers to incubate ducks to be used for commercial processing. The Company pays the farmers a fixed fee per Duck when the duck has matured, which is after approximately 60 days. Fluctuations in the market price of ducks or duck meat could affect margins since these fees are fixed.
		During 2009, the Company made a loan to an unrelated third party, the balance of which was $939,188 and $907,468 as of September 30, 2011 and December 31, 2010, respectively. The third party pledged its assets to the bank as partial collateral for a bank loan in the amount of $1,492,961 borrowed by the Company. The loan receivable does not have a stated maturity date.

41

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010 

22.	Commitments and contingencies (continued):
	(b)	Contingencies (continued)
		During December 2010, the Company made a loan to Jinyatai Agricultural Development Co., Ltd. (“Jinyatai”), a former subsidiary of Taiyang that was divested in 2005, the balance of which was $939,188 and $907,468 as of September 30, 2011 and December 31, 2010, respectively. Jinyatai pledged its assets as partial collateral for a bank loan borrowed by the Company with a balance of $1,565,313 as of September 30, 2011. The loan receivable matured on January 7, 2011. Because the loan was not repaid by this date, the agreement between the Company and Jinyatai calls for Jinyatai to pay interest incurred by the Company on the bank loan. Through September 30, 2011, such interest amounted to $94,703.
		The Company had additional unsecured loans receivable from unrelated parties totaling $1,874,962 and $1,545,722 outstanding at September 30, 2011 and December 31, 2010, respectively, which had no stated maturity date, and had no security.
		As of September 30, 2011 and December 31, 2010, the Company had outstanding deposits from contract farmers securing loans in the amount of $707,523 and $2,769,291, respectively. These amounts are advanced to the Company from the proceeds of loans taken by the farmers. The loans taken by the farmers are guaranteed by the general credit of the Company. To ensure repayment of the loans by the farmers, the Company requires that the farmers advance the amount of the loan to the Company to be held as a deposit against the loan. The deposits are then returned when the loans mature.
		The Company does not maintain product liability insurance, and property and equipment insurance does not cover the full value of the property and equipment, which leaves the Company with exposure in the event of loss or damage to its properties or claims filed against the Company.
		As of September 30, 2011 and December 31, 2010, $1,565,313 and $756,224 of the Company’s trade accounts receivable were pledged as collateral for bank loans outstanding. These bank loans contain a covenant that prohibit the past due accounts receivable balance from exceeding 5% of the total accounts receivable balance. The loan agreements do not specify a methodology for identifying what accounts are past due. The Company does not give defined standard payment terms to its customers. Accordingly, the Company cannot determine if it has breached this covenant. The Company believes that it is in compliance based on its interpretation of the covenant, but there is no guarantee that the lending bank would consider the Company compliant. The Company has not had any disputes with the lending bank regarding such covenants.
		As of September 30, 2011 and December 31, 2010, the Company had outstanding $3,404,577 and $4,268,057, respectively, of unsecured loans receivable from unrelated parties which bear interest at rates paid by the Company on similar third party loans payable and have no stated maturity date (see note 4). These loans, and other loans made by the Company during previous reporting periods, constitute inter-enterprise lending that violate the PRC General Lending Rules. A fine in the amount of one to three times the income generated by the Company from such inter-enterprise loans may be imposed by the People’s Bank of China, at their discretion, if the Company were found to be in violation of the PRC General Lending Rules. The Company estimates the range of potential fines to be between approximately $560,000 and $1,670,000 based on the guidelines established by PRC General Lending Rules, but such fines are levied discretion of the People’s Bank of China. In the opinion of management and its legal counsel, the probability of the fine being imposed is low and accordingly no provision has been made in the consolidated financial statements. During the three months ended September 30, 2011, the Company recorded a reserve for estimated uncollectible loans receivable in the amount of $349,484. This amount is reflected in “General and administrative expense” on the accompanying consolidated statement of operations and comprehensive income.
		For discussion of tax issues, see notes 20(a) and 20(b).

42

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

23.	Segmented and Geographical Information:
	The Company is structured and evaluated by its board of directors and management into three distinct business lines:
	·	Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by the Food Unit
	·	Feed Unit – produces duck feed for internal use and external sale
	·	Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.
	Results of operations for the nine months ended September 30, 2011 by business unit were:

					Food
	Breeding		Feed		Processing		Shared
	Unit		Unit		Unit		Costs (2)			Consolidated
Revenues (1)	$	12,160,875	$	4,300,871	$	6,759,979	$	—		$	23,221,725
Cost of goods sold (1)		7,316,990		3,808,967		5,606,488		—			16,732,445
Gross Profit		4,843,885		491,904		1,153,491		—			6,489,280
Sales and marketing expenses		28,631		—		—		—			28,631
General and administrative expenses (2)		2,958,871		56,872		148,008		752,129			3,915,880
Operating profit (loss)	$	1,856,383	$	435,032	$	1,005,483	$	(752,129	)	$	2,544,769

(1)	Revenues and cost of goods sold reflect only sales to external customers. During the nine months ended September 30, 2011, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $9,654,959, and the Breeding Unit made sales of ducks to the Food Unit totaling $12,810. These amounts have been eliminated for purposes of these financial statements.
(2)	Reflects legal, accounting, and other compliance costs shared amongst the business units

Results of operations for the nine months ended September 30, 2010 by business unit were:

					Food
	Breeding		Feed		Processing		Shared
	Unit		Unit		Unit		Costs (2)			Consolidated
Revenues (1)	$	7,731,349	$	9,352,996	$	13,672,392	$	—		$	30,756,737
Cost of goods sold (1)		6,004,082		7,545,699		11,056,685		—			24,606,466
Gross Profit		1,727,267		1,807,297		2,615,707		—			6,150,271
Sales and marketing expenses		33,683		—		—		—			33,683
General and administrative expenses (2)		973,329		34,134		88,328		764,507			1,860,298
Operating profit (loss)	$	720,255	$	1,773,163	$	2,527,379	$	(764,507	)	$	4,256,290

(1)	Revenues and cost of goods sold reflect only sales to external customers. During the nine months ended September 30, 2010, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $10,962,657, and the Breeding Unit made sales of ducks to the Food Unit totaling $201,645. These amounts have been eliminated for purposes of these financial statements.
(2)	Reflects legal, accounting, and other compliance costs shared amongst the business units

43

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

23.	Segmented and Geographical Information (continued):
	Results of operations for the three months ended September 30, 2011 by business unit were:

						Food
	Breeding			Feed		Processing			Shared
	Unit			Unit		Unit			Costs (2)			Consolidated
Revenues (1)	$	3,498,117		$	1,455,962	$	2,205,004		$	—		$	7,159,083
Cost of goods sold (1)		2,126,167			1,308,655		1,832,703			—			5,267,525
Gross Profit		1,371,950			147,307		372,301			—			1,891,558
Sales and marketing expenses		11,081			—		—			—			11,081
General and administrative expenses (2)		1,847,198			36,194		(12,457	)		140,055			2,010,990
Operating profit (loss)	$	(486,329	)	$	111,113	$	384,758		$	(140,055	)	$	(130,513	)

(1)	Revenues and cost of goods sold reflect only sales to external customers. During the three months ended September 30, 2011, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $3,188,662, and the Breeding Unit made sales of ducks to the Food Unit totaling $85. These amounts have been eliminated for purposes of these financial statements.
(2)	Reflects legal, accounting, and other compliance costs shared amongst the business units

Results of operations for the three months ended September 30, 2010 by business unit were:

					Food
	Breeding		Feed		Processing		Shared
	Unit		Unit		Unit		Costs (2)			Consolidated
Revenues (1)	$	4,134,491	$	4,470,162	$	2,505,514	$	—		$	11,110,167
Cost of goods sold (1)		2,971,088		3,604,591		1,809,036		—			8,384,715
Gross Profit		1,163,403		865,571		696,478		—			2,725,452
Sales and marketing expenses		10,823		—		—		—			10,823
General and administrative expenses (2)		326,327		10,956		32,503		173,014			542,800
Operating profit (loss)	$	826,253	$	854,615	$	663,975	$	(173,014	)	$	2,171,829

(1)	Revenues and cost of goods sold reflect only sales to external customers. During the three months ended September 30, 2010, the Feed Unit made sales of duck feed product to the Breeding Unit totaling $3,424,370, and the Breeding Unit made sales of ducks to the Food Unit totaling $80,393. These amounts have been eliminated for purposes of these financial statements.
(2)	Reflects legal, accounting, and other compliance costs shared amongst the business units

44

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

23.	Segmented and Geographical Information (continued):
	Breeding Unit sales increased in the nine months ended September 30, 2011 compared with the same period of 2010, primarily as a result of higher demand and market prices for ducklings in China. Because the Company generates its own ducklings from its biological assets, the cost of producing new ducklings does not fluctuate with the market selling price for the ducklings. Accordingly, when the market price for ducklings increases, the Company can maximize its profits by selling internally generated ducklings directly into the market, as opposed to using them as inputs for Food Unit products, since the market price of packaged Food Unit products does not fluctuate readily with the market price of the input ducklings.
	Feed Unit sales decreased in the nine months ended September 30, 2011 compared with the same period of 2010. In the last three fiscal quarters of 2010, the Company made significant sales of feed products through one distributor, while also continuing to supply the Breed Unit. The Company did not make any sales to this distributor in the first fiscal quarter of 2011, then resumed sales in the second quarter of 2011. The Company will continue to attempt to market its feed products to external customers, primarily through feed distributors, and expects that it will continue to realize sales revenue from such products. However, because distribution of these products is currently concentrated in one distributor, sales are volatile, and the permanent loss of that distributor would materially adversely affect such sales.
	Food Unit sales were down in the nine months ended September 30, 2011 as compared with nine months ended September 30, 2010, as a result of higher market prices for ducklings, which resulted in more ducklings being sold to the market rather than being used internally for Food Unit products.
	During the three and nine months ended September 30, 2011 and 2010, all of the Company’s sales were to customers located in the PRC.
	All of the Company’s assets are located in the PRC. The Company’s identifiable assets by business unit as of September 30, 2011 and December 31, 2010:

					Food
	Breeding		Feed		Processing		Corporate
	Unit		Unit		Unit		Assets		Consolidated
As of June 30, 2011 (unaudited)	$	31,265,934	$	11,102,369	$	8,899,485	$	6,515,631	$	57,783,419
As of December 31, 2010 (audited)		30,358,495	$	10,715,090	$	7,537,818	$	5,326,750		53,938,153

45

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

23.	Segmented and Geographical Information (continued):
	Interest, depreciation expense, and amortization of land use rights for the three and nine months ended September 30, 2011 and 2010 by business unit were:

						Food
		Breeding		Feed		Processing
	Year	Unit		Unit		Unit		Corporate		Consolidated
Nine months ended September 30:
Interest expense	2011	$	795,568	$	245,520	$	—	$	614	$	1,041,702
	2010		1,212,244		192,542		—		56,897		1,461,683
Depreciation expense	2011		652,369		43,362		267,604		—		963,335
	2010		354,084	��	43,730		224,206		—		622,020
Amortization of land use rights	2011		85,687		7,763		79,139		—		172,589
	2010		80,351		22,947		40,459		—		143,757
Three months ended September 30:
Interest expense	2011	$	254,675	$	89,117	$	—	$	88	$	343,880
	2010		472,393		62,738		—		24,576		559,707
Depreciation expense	2011		221,228		15,570		87,242		—		324,040
	2010		146,463		14,687		80,542		—		241,692
Amortization of land use rights	2011		28,940		2,622		26,729		—		58,291
	2010		25,309		13,871		15,416		—		54,596

24.	Restatement of Financial Statements:
	The Company has restated its prior period financial statements for the three and nine month periods ended September 30, 2010 to account for certain areas as described below.
	The accompanying financial statements reflect the following corrections:

a)

The Company has reclassified $95,000 in the nine months ended September 30, 2010 and $41,033 in the three months ended September 30, 2010 from general and administrative expense to interest expense to properly reflect the amortization of a discount on convertible loans entered into in March 2010.

b)

The Company recognizes discounts against certain bank loan instruments that do not bear interest and have a stated maturity date. The Company previously recognized these discounts as interest income on the statement of operations. The discounts, amounting to $42,785 in the year ended December 31, 2008 and $42,061 in the nine months ended September 30, 2010, were reclassified from interest income to additional paid-in capital in prior periods to reflect the appropriate accounting.

c) Prior to the time that Taiyang and Ningguo entered into operational agreements on May 26, 2010, the Company was exempt from corporate income tax as a producer of unprocessed agricultural products. After May 26, 2010, the management fees paid from Taiyang to Ninnguo are subject to business tax at a rate of 5% of revenue, and 25% of taxable income. In the restated financial statements for the nine months ended September 30, 2010, business tax in the amount of $139,784 has been recorded to general and administrative expense, and income tax expense in the amount of $267,294 has been recorded. In the restated financial statements for the three months ended September 30, 2010, business tax in the amount of $88,439 has been recorded to general and administrative expense, and income tax expense in the amount of $169,738 has been recorded.

46

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

24. Restatement of Financial Statements (continued):

d)	A correction of general and administrative expense in the amount of ($4,027) related to Dynamic Ally was recorded in the nine months ended September 30, 2010.
e)	On the statement of cash flows, changes in loans receivable and other accounts payable were reclassified from cash flow from operating activities to cash flow from financing activities, and “Proceeds from issuance of convertible debentures” was presented separately from “Borrowing under bank loans payable.”

These corrections resulted in adjustments to the following financial statement line items for the three and nine month periods ended September 30, 2010:

	Nine months ended September 30, 2010
	As			Adjust-			As
	Reported			ments			Restated
Consolidated Statements of Operations and Comprehensive Income
General and administrative expenses	$	1,819,541		$	40,757		$	1,860,298
Operating profit		4,297,047			(40,757	)		4,256,290
Interest expense, net		(1,324,622	)		(137,061	)		(1,461,683	)
Income before income taxes		4,858,790			(177,818	)		4,680,972
Income tax expense		—			267,294			267,294
Net income		4,858,790			(445,112	)		4,413,678
Comprehensive income		5,269,830			(445,112	)		4,824,718

	Three months ended September 30, 2010
	As			Adjust-			As
	Reported			ments			Restated
Consolidated Statements of Operations and Comprehensive Income
General and administrative expenses	$	495,394		$	47,406		$	542,800
Operating profit		2,219,235			(47,406	)		2,171,829
Interest expense, net		(518,674	)		(41,033	)		(559,707	)
Income before income taxes		1,706,262			(88,439	)		1,617,823
Income tax expense		—			169,738			169,738
Net income		1,706,262			(258,177	)		1,448,085
Comprehensive income		2,040,072			(258,177	)		1,781,895

47

Anhui Taiyang Poultry Co., Inc. (formerly The Parkview Group, Inc.)

Notes to the Consolidated Interim Financial Statements

(Expressed in United States dollars)

(Unaudited)

Three and Nine Months Ended September 30, 2011 and 2010

24. Restatement of Financial Statements (continued):

	Nine months ended September 30, 2010
	As			Adjust-			As
	Reported			ments			Restated
Consolidated Statements of Cash Flows
Net income for the period	$	4,858,790		$	(445,112	)	$	4,413,678
Interest expense allocated to debt		137,275			(137,275	)		—
Amortization of debt discount		—			104,455			104,455
Imputed interest expense		—			74,648			74,648
Other accounts receivable		(1,581,559	)		1,581,559			—
Trade accounts payable and accrued expenses		(2,178,890	)		140,017			(2,038,873	)
Other accounts payable		3,265,293			(3,265,293	)		—
Income tax payable		—			267,294			267,294
Net cash provided by (used in) operating activities		(428,777	)		(1,679,707	)		(2,108,484	)
Repayments received (net of advances made) pursuant to loans receivable		—			(1,581,559	)		(1,581,559	)
Advances received (net of repayments made) pursuant to loans payable		—			3,265,293			3,265,293
Borrowings under bank loans payable		19,119,624			(545,000	)		18,574,624
Borrowing under convertible loans payable		—			555,000			555,000
Net cash provided by financing activities		5,050,614			1,693,734			6,744,348
Net increase (decrease) in cash and cash equivalents		88,151			14,027			102,178
Cash and cash equivalents, end of period		693,543			14,027			707,570

The cumulative effect of the prior period adjustments on the opening retained earnings as of December 31, 2010 was $1,011,654. The effect on prior period net income was also $1,011,654, of which $42,875 related to fiscal years ended prior to December 31, 2008, and $968,869 related to the year ended December 31, 2010.

25.	Subsequent events:
	None.

48

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that its assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations in pricing for materials, and competition.

Overview

We are a private breeder and seller of ducks and duck partsin the PRC. Our wholly-owned subsidiary, Dynamic, was incorporated in the British Virgin Islands on March 2, 2010. Dynamic owns 100% of the issued and outstanding capital stock of Ningguo. On May 26, 2010, Ningguo entered into a series of contractual agreements with Taiyang, in which Ningguo effectively assumed management of the business activities of Taiyang and has the right to appoint all executives and senior management and the members of the board of directors of Taiyang. The contractual arrangements are comprised of a series of agreements, including a Consulting Services Agreement and Operating Agreement, through which Ningguo has the right to advise, consult and manage Taiyang and its business operations for a quarterly consulting fee equal to all of Taiyang’s quarterly net profit. We will receive distributions from our consolidated affiliates only to the extent service fees are paid to Ningguo under these series of agreements and further distributed as dividends or other shareholder distributions by Ningguo. To secure payment of the service fees, Taiyang’s shareholders have pledged their rights, titles and equity interest in Taiyang as security for Ningguo to collect the consulting fee from Taiyang through an Equity Pledge Agreement. In order to further reinforce Ningguo’s rights to control and manage Taiyang, Taiyang’s shareholders have granted Ningguo the exclusive right to exercise their voting rights pursuant to a Voting Rights Proxy Agreement, as well as the exclusive right and option to acquire all of their equity interests in Taiyang through an Option Agreement.

Taiyang was established in May 1996 under the laws of the PRC. Taiyang raises, processes and markets ducks and duck related food products through three business lines:

· Breeding Unit – breeds, hatches, and cultivates ducklings for resale and processing by the Food Processing Unit;

· Feed Unit – produces duck feed for internal use and external sale; and

· Food Processing Unit – processes ducklings into frozen raw food product for commercial resale.

The contractual arrangements completed in May 2010 provide that Dynamic has a controlling interest in Taiyang as defined by FASB Accounting Standards Codification 810, “Consolidation”, Section 10-15, “Variable Interest Entities”, which requires Dynamic to consolidate the financial statements of Ningguo and Taiyang.

Accordingly, the financial statements reflect the consolidated financial results of Dynamic, Ningguo, and Taiyang.

49

For the Nine Months ended September 30, 2011 and 2010

Revenues

Revenues for the nine months ended September 30, 2011 and 2010 were $23,221,725 and $30,756,737, respectively. Revenues by business unit were as follows:

	Nine months ended September 30,
	2011		2010
	(unaudited)		(unaudited)
Breeding Unit	$	12,160,875	$	7,731,349
Feed Unit		4,300,871		9,352,996
Food Unit		6,759,979		13,672,392
	$	23,221,725	$	30,756,737

Breeding Unit sales increased substantially in the nine months ended September 30, 2011 compared with the same period of 2010, primarily as a result of higher demand and market prices for ducklings in China. Because we generate our own ducklings from our biological assets, the cost of producing new ducklings does not fluctuate with the market selling price for the ducklings. Therefore, when the market price for ducklings increases, we can maximize our profits per duckling by selling internally generated ducklings directly into the market, as opposed to using them as inputs for Food Unit products, since the market price of packaged Food Unit products does not fluctuate readily with the market price of the input ducklings. Accordingly, this strategy may result in lower revenues compared to prior periods, with a corresponding increase in gross profit. This is the case in the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010, when our consolidated revenues decreased by 7,535,012, or 24%, but we saw an overall increase in our gross profit of $339,009, or 6%, because of the increase in the market price of ducks. Our average sales price for a duckling was approximately $0.86 in the nine months ended September 30, 2011, as compared to $0.60 in the nine months ended September 30, 2010. Our average sales price for grown commercial processing ducks was approximately $1.15 per kilogram in the nine months ended September 30, 2011, as compared to $0.94 per kilogram in the nine months ended September 30, 2010. We expect our sales to continue to fluctuate with the market price of ducks, and we intend to continue to shift the uses of our ducklings between sales to market and internal use for food product to maximize our profits as the market conditions change.

In the last three fiscal quarters of 2010, we made significant sales of feed products to external customers through one distributor, while continuing to supply the Breed Unit. We did not make any sales to this distributor in the first fiscal quarter of 2011, but resumed sales in the second quarter of 2011. We will continue to attempt to market our feed products to external customers, primarily through feed distributors, and expect that we will continue to realize sales revenue from such products. However, because distribution of these products is currently concentrated in one distributor, sales are volatile, and the permanent loss of that distributor would materially adversely affect such sales.

Food Unit sales were down in the nine months ended September 30, 2011 as compared with nine months ended September 30, 2010 as a result of higher market prices for ducklings, which resulted in more ducklings sold to market rather than being used internally for Food Unit products. When market prices of ducks is unusually high, on a consolidated basis we can make higher profits by selling ducks into the market rather than processing them into food products, which have a more stable market price, and thus will yield lower margins when the input costs increase. Because the total number of ducks produced by our Breeding Unit is fairly constant, we can maximize our profits by selling more live ducks when their market price is high, and by selling more food products when the market price of ducks is low. Accordingly, sales of Food Unit products decreased substantially from 2010 to 2011 as a larger portion of the ducks produced at our facility were sold directly by the Breeding Unit due to the higher market price in 2011 relative to 2010, rather than being processed and sold as food product.

50

Revenues shown above reflect only sales to external customers. We also made substantial internal sales during the nine months ended September 30, 2011 and 2010, as follows:

	Buying Unit
	Nine months ended September 30, 2011						Nine months ended September 30, 2010
	Breeding		Feed		Food		Breeding		Feed		Food
Selling Unit	Unit		Unit		Unit		Unit		Unit		Unit
Breeding Unit	$	—	$	—	$	12,810	$	—	$	—	$	201,645
Feed Unit		9,654,959		—		—		10,962,657		—		—
Food unit		—		—		—		—		—		—
	$	9,654,959	$	—	$	12,810	$	10,962,657	$	—	$	201,645

During the nine months ended September 30, 2011 and 2010, all of our sales were to customers located in the PRC. Our most significant intercompany sales are sales of feed product from the Feed Unit to the Breeding Unit.

Cost of goods sold and gross margin

Cost of goods sold for the nine months ended September 30, 2011 and 2010 were $16,732,445 and $24,606,466, respectively. Cost of goods sold consists principally of the cost of grains and fees paid to subcontracted farmers to raise commercial ducklings. The cost of grains fluctuates due to market, political, and economic factors that are beyond our control. A dramatic increase in the price of grain could reduce profit margins and adversely affect our results of operations if we are unable to pass such increased costs on to customers. Gross margins on revenues for the nine months ended September 30, 2011 and 2010 were 28% and 20%, respectively. The increased gross margin was primarily the result of increased sales prices of duck in 2011 relative to 2010, disproportionate to the relatively smaller increase in cost of grains and other materials used to raise ducks. As a result, margins on duck sales increased from 22% in the nine months ended September 30, 2010 to 40% in the nine months ended September 30, 2011. Additionally, the amount of feed processed and sold to external customers decreased from 2010 to 2011, resulting in a gross decrease in cost of goods sold for the raw grains used to produce this externally sold feed product.

Sales and marketing expenses

Sales and marketing expenses for the nine months ended September 30, 2011 and 2010 were $28,631 and $33,683, respectively. The slight decrease resulted from lower expenses for personnel and travel in 2011.

General and administrative expenses

General and administrative expenses for the nine months ended September 30, 2011 and 2010 were $3,915,880 and $1,860,298, respectively, and are comprised of expenses related to corporate administration, accounting, and other shared corporate costs. General and administrative expenses were higher during the nine months ended September 30, 2011 due to reserves for estimated uncollectible accounts recorded against accounts receivable, loans receivable, prepayments, and sale price receivable in the amount of $1,245,233 in 2011, and increased wage and overhead costs associated with being public in 2011 of $810,496.

Gain on change in fair value of derivative financial instruments

The warrants issued in our financing transactions completed in November 2010 and March 2011 do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period. During the nine months ended September 30, 2011, we recognized income resulting from a decrease in the fair value of derivative financial instruments in the amount of $473,272. The gain is primarily a result of a decrease in our stock price from $2.50 at December 31, 2010 to $2.00 at September 30, 2011, resulting in a decrease in the fair value of derivative liabilities with an offsetting gain on the statement of operations.

51

Other income

Other income for the nine months ended September 30, 2011 and 2010 was $195,854 and $1,777,530, respectively.

In 2008, Taiyang began construction on an organic fertilizer manufacturing plant that it intended to complete in the second half of 2010. The fertilizer plant was to be used to process duck waste products into a saleable organic fertilizer product. In May 2010, Taiyang entered into an asset transfer agreement with an unrelated third party, whereby the buyer agreed to buy, and Taiyang agreed to sell, the fertilizer plant and related equipment, ground works, land rights, and intellectual property associated with the manufacturing process. Taiyang recognized a gain on the sale of the fertilizer plant and related assets equal to the excess of the sale price over the carrying value of the sold assets, in the amount of $877,874 during the nine months ended September 30, 2010.

Additionally, Taiyang previously wrote off an account receivable for the sale of a separate subsidiary with a sale price of $895,430 that was completed in 2005. During June 2010, Taiyang received payment for the prior account receivable. Accordingly, Taiyang recognized a gain from the collection of the account in this amount.

During the nine months ended September 30, 2011, the PRC government reclaimed certain land that it was leasing to the Company on which the Company’s Breeding Center #2 was located. The Company recognized gain on disposal of the buildings associated with Duck Farm #2 and other assets disposed during the period in the amount of $19,735.

We earned dividend income of $185,533 on long term investments in the nine months ended September 30, 2011.

We also recognized other non-operational expense (income) in the amount of $9,414 and ($4,226) in the nine months ended September 30, 2011 and 2010, respectively.

Subsidy income

From time to time, we receive subsidies from the PRC government. Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized. Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.

During the nine months ended September 30, 2011 and 2010, we recognized subsidy income of $130,738 and $108,835, respectively.

Interest expense

Interest expense (net) for the nine months ended September 30, 2011 and 2010 was as follows:

	Nine months ended September 30,
	2011			2010
	(unaudited)			(unaudited)
Interest income	$	(212,370	)	$	(2,721	)
Interest expense		1,186,918			1,174,398
Bank fees		52,919			110,903
Amortization of debt discount		14,235			104,455
Imputed interest expense		—			74,648
	$	1,041,702		$	1,461,683

52

Interest income is derived from interest earned on bank deposits, loans receivable, and cash and cash equivalents, and was higher in the nine months ended September 30, 2011 than the nine months ended September 30, 2010 due to higher average interest-bearing cash deposits and loans receivable in 2011 than in 2010.Interest expense relates to interest accrued on bank loans and credit facilities, and bank fees relating to cash accounts, and was similar to prior year. We also recognized interest expense to amortize discounts on the face value of certain zero-interest loans with a stated maturity date. Imputed interest expense represents interest expense on zero interest debt with no maturity date.

Income tax expense

Pursuant to the Consulting Services Agreement between Taiyang and Ningguo, Taiyang pays a consulting service fee to Ninnguo that is equal to all of Taiyang’s net income. According to the applicable PRC Enterprises Tax Law, such income is subject to enterprise income tax at a rate of 25%. We recognized income tax expense amounting to $853,192 and $267,294 in the nine months ended September 30, 2011 and 2010, respectively. Income tax expense is higher in 2011 because the contractual arrangements between Ningguo and Taiyang that triggered income tax recognition at 25% did not come into effect until May 2010, so there was no income tax expense on income earned for the period from January to May 2010.

Net income

Net income for the nine months ended September 30, 2011 and 2010 was $1,745,481 and $4,413,678, respectively. The lower income in 2011 was the result of (i) reserves for estimated uncollectible accounts recorded against accounts receivable, loans receivable, prepayments, and sale price receivable in the amount of $1,245,233 in 2011, (ii) higher other income of $1,581,676 in 2010 relating primarily to a gain on the sale of Taiyang’s fertilizer plant and the collection of a previously written off account receivable, (iii) increased wage and overhead costs associated with being public in 2011 of $810,496, and (iv) higher income tax expense of $585,898 in 2011 as a result of our contractual arrangements that came into effect in May 2010. These amounts were offset by (i) a gain on the change in fair value of derivative financial instruments in the amount of $473,272 in 2011, (ii) lower interest expense of $419,981 in 2011, and (iii) increased gross profit of $339,009 in 2011, resulting primarily from the Breeding Unit as margins improved due to higher market prices for ducks.

For the Three Months ended September 30, 2011 and 2010

Revenues

Revenues for the three months ended September 30, 2011 and 2010 were $7,159,083 and $11,110,167, respectively. Revenues by business unit were as follows:

	Three months ended September 30,
	2011		2010
	(unaudited)		(unaudited)
Breeding Unit	$	3,498,117	$	4,134,491
Feed Unit		1,455,962		4,470,162
Food Unit		2,205,004		2,505,514
	$	7,159,083	$	11,110,167

Breeding Unit sales increased in the three months ended September 30, 2011 compared with the same period of 2010, primarily as a result of higher demand and market prices for ducklings in China. Because we generate our own ducklings from our biological assets, the cost of producing new ducklings does not fluctuate with the market selling price for the ducklings. Therefore, when the market price for ducklings increases, we can maximize our profits per duckling by selling internally generated ducklings directly into the market, as opposed to using them as inputs for Food Unit products, since the market price of packaged Food Unit products does not fluctuate readily with the market price of the input ducklings. Accordingly, this strategy may result in lower revenues compared to prior periods, with a corresponding increase in gross profit. Despite a decrease of 15% in Breeding Unit sales, gross margin for this unit increased by 18% due to the increase in the market price of ducks. Our average sales price for a duckling was approximately $0.72 in the three months ended September 30, 2011, as compared to $0.47 in the three months ended September 30, 2010. Our average sales price for grown commercial processing ducks was approximately $1.04 per kilogram in the three months ended September 30, 2011, as compared to $0.88 per kilogram in the three months ended September 30, 2010. We expect our sales to continue to fluctuate with the market price of ducks, and we intend to continue to shift the uses of our ducklings between sales to market and internal use for food product to maximize our profits as the market conditions change.

53

In the last three fiscal quarters of 2010, we made significant sales of feed products to external customers through one distributor, while continuing to supply the Breed Unit. We did not make any sales to this distributor in the first fiscal quarter of 2011, then resumed sales in the second quarter of 2011. Sales to this distributor have been historically volatile, and sales in the quarter ended September 30, 2011 were substantially lower than the same quarter of 2010. We will continue to attempt to market our feed products to external customers, primarily through feed distributors, and expect that we will continue to realize sales revenue from such products. However, because distribution of these products is currently concentrated in one distributor, sales are volatile, and the permanent loss of that distributor would materially adversely affect such sales.

Food Unit sales were down in the three months ended September 30, 2011 as compared with three months ended September 30, 2010 as a result of higher market prices for ducklings, which resulted in more ducklings sold to market rather than being used internally for Food Unit products. When market prices of ducks is unusually high, on a consolidated basis we can make higher profits by selling ducks into the market rather than processing them into food products, which have a more stable market price, and thus will yield lower margins when the input costs increase. Because the total number of ducks produced by our Breeding Unit is fairly constant, we can maximize our profits by selling more live ducks when their market price is high, and by selling more food products when the market price of ducks is low. Accordingly, sales of Food Unit products decreased from 2010 to 2011 as a larger portion of the ducks produced at our facility were sold directly by the Breeding Unit due to the higher market price in 2011 relative to 2010, rather than being processed and sold as food product.

Revenues shown above reflect only sales to external customers. We also made substantial internal sales during the three months ended September 30, 2011 and 2010, as follows:

	Buying Unit
	Three months ended September 30, 2011						Three months ended September 30, 2010
	Breeding		Feed		Food		Breeding		Feed		Food
Selling Unit	Unit		Unit		Unit		Unit		Unit		Unit
Breeding Unit	$	—	$	—	$	85	$	—	$	—	$	80,393
Feed Unit		3,188,662		—		—		3,424,370		—		—
Food unit		—		—		—		—		—		—
	$	3,188,662	$	—	$	85	$	3,424,370	$	—	$	80,393

During the three months ended September 30, 2011 and 2010, all of our sales were to customers located in the PRC. Our most significant intercompany sales are sales of feed product from the Feed Unit to the Breeding Unit.

Cost of goods sold and gross margin

Cost of goods sold for the three months ended September 30, 2011 and 2010 were $5,267,525 and $8,384,715, respectively. Cost of goods sold consists principally of the cost of grains and fees paid to subcontracted farmers to raise commercial ducklings. The cost of grains fluctuates due to market, political, and economic factors that are beyond our control. A dramatic increase in the price of grain could reduce profit margins and adversely affect our results of operations if we are unable to pass such increased costs on to customers. Gross margins on revenues for the three months ended September 30, 2011 and 2010 were 26% and 25%, respectively. The increased gross margin was primarily the result of increased sales prices of duck in 2011 relative to 2010, disproportionate to the relatively smaller increase in cost of grains and other materials used to raise ducks. As a result, margins on duck sales increased from 28% in the three months ended September 30, 2010 to 39% in the three months ended September 30, 2011. Additionally, the amount of feed processed and sold to external customers decreased from 2010 to 2011, resulting in a gross decrease in cost of goods sold for the raw grains used to produce this externally sold feed product.

54

Sales and marketing expenses

Sales and marketing expenses for the three months ended September 30, 2011 and 2010 were $11,081 and $10,823, respectively.

General and administrative expenses

General and administrative expenses for the three months ended September 30, 2011 and 2010 were $2,010,990 and $542,800, respectively, and are comprised of expenses related to corporate administration, accounting, and other shared corporate costs. General and administrative expenses were higher during the three months ended September 30, 2011 due to reserves for estimated uncollectible accounts recorded against accounts receivable, loans receivable, prepayments, and sale price receivable in the amount of $1,119,121 in 2011, and increased professional services, wage and overhead costs associated with being public in 2011 of $466,494, offset by lower business tax of $117,279 in 2011.

Gain on change in fair value of derivative financial instruments

The warrants issued in our financing transactions completed in November 2010 and March 2011 do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period. During the three months ended September 30, 2011, we recognized income resulting from a decrease in the fair value of derivative financial instruments in the amount of $37,372. The gain is primarily a result of minor changes to the contractual life of the instruments as a result of the passage of time and minor changes to the volatility input. Our stock price was $2.00 per share at each of June 30, 2011 and September 30, 2011.

Other income (expense)

Other income (expense) for the three months ended September 30, 2011 and 2010 was ($29,990) and $5,409, respectively. Other income is comprised income and expenses that do not relate to our core operations.

Subsidy income

From time to time, we receive subsidies from the PRC government. Subsidies used for current period expenditures are recognized as income in the period in which the benefit from the subsidy is realized. Certain of the subsidies are earmarked for particular capital improvement projects, and the completed projects must be approved by the government to ensure specifications were met. Subsidies that relate to depreciable property and equipment are recorded as an offset to the related capital accounts to which the subsidy relates.

During the three months ended September 30, 2011 and 2010, we recognized subsidy income of $8,257 and $292, respectively.

Interest expense

Interest expense (net) for the three months ended September 30, 2011 and 2010 was as follows:

	Three months ended September 30,
	2011			2010
	(unaudited)			(unaudited)
Interest income	$	(69,965	)	$	(779	)
Interest expense		415,398			456,123
Bank fees		(6,578	)		(5,338	)
Amortization of debt discount		5,025			45,155
Imputed interest expense		—			64,546
	$	343,880		$	559,707

55

Interest income is derived from interest earned on bank deposits, loans receivable, and cash and cash equivalents, and was higher in the three months ended September 30, 2011 than the three months ended September 30, 2010 due to higher average interest-bearing cash deposits in 2011 than in 2010.Interest expense relates to interest accrued on bank loans and credit facilities, and bank fees relating to cash accounts, and was and was similar to prior year. We also recognized interest expense to amortize discounts on the face value of certain zero-interest loans with a stated maturity date. Imputed interest expense represents interest expense on zero interest debt with no maturity date.

Income tax expense

Pursuant to the Consulting Services Agreement between Taiyang and Ningguo, Taiyang pays a consulting service fee to Ninnguo that is equal to all of Taiyang’s net income. According to the applicable PRC Enterprises Tax Law, such income is subject to enterprise income tax at a rate of 25%. We recognized income tax expense amounting to $158,752 and $169,738 in the three months ended September 30, 2011 and 2010, respectively.

Net income (loss)

Net income (loss) for the three months ended September 30, 2011 and 2010 was ($321,764) and $1,448,085, respectively. The increased loss in 2011 was the result of (i) reserves for estimated uncollectible accounts recorded against accounts receivable, loans receivable, prepayments, and sale price receivable in the amount of $1,119,121 in 2011, (ii) lower gross profit of $833,894 resulting from lower sales in 2011, and (iii) increased professional services, wage and overhead costs associated with being public in 2011 of $466,494. These amounts were offset by (i) lower interest expense of $215,827 in 2011, (ii) lower business tax of $117,279 in 2011, and (iii) a gain on the change in fair value of derivative financial instruments in the amount of $37,372 in 2011.

Liquidity and Capital Resources

Capital Resources

As of September 30, 2011 and December 31, 2010, we had unrestricted cash balances of $2,437,658 and $1,930,319, respectively, and working capital deficiencies of $3,867,880 and $2,695,440, respectively. The increase in working capital deficiency from December 31, 2010 to September 30, 2011 was caused primarily by a shift from long term loans payable to current loans payable, offset by completion of the financing for net cash proceeds of $1,019,500 during March 2011, as well as continued profitable operations in 2010 and 2011.

In addition to funds raised in the November 2010 and March 2011 financing transactions, we have historically met our capital requirements through short-term and long-term borrowings from banks. During the reporting periods, we arranged a number of bank loans to satisfy our financing needs. As of September 30, 2011, we have not experienced any difficulty in raising funds through bank loans, and have not experienced any liquidity problems in settling our payables in the normal course of business and refinancing, extending, or repaying bank loans when they come due.

Significant Liquidity Events

In March 2011, we consummated the sale of an aggregate 575,000 shares of common stock at a price of $2.00 per share for gross cash proceeds of $1,150,000, and net proceeds of $1,019,500. In connection therewith, we also issued to the investors warrants to purchase 143,750 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as placement agent warrants to purchase 46,000 shares of common stock at an exercise price of $4.00 and a contractual term of five years.

In November 10, 2010, we consummated the sale of an aggregate 2,920,392 shares of common stock to eight investors at a price of $2.00 per share for gross cash proceeds of $5,107,472, and the exchange of $549,984 in previously issued debentures that were converted into common stock. Net cash proceeds were $5,180,358 after the debt conversion, commissions, and offering costs. In connection therewith, we also issued to the investors warrants to purchase 730,098 shares of common stock at an exercise price of $4.00 per share and a contractual term of three years, as well as placement agent warrants to purchase 226,298 shares of common stock at an exercise price of $4.00 and a contractual term of five years.

56

The proceeds from these financing transactions are being used principally to construct a new cooked food processing line at our facilities in Ningguo City, PRC. Upon completion of the cooked food processing line, which is expected to be completed in 2012, we intend to manufacture, market, and sell ready-to-eat cooked food products through new and existing distribution channels. We believe that the demand for these types of finished food products is very strong in China, and we expect demand to remain strong for the foreseeable future as the urban Chinese “middle class” continues to expand. The expected cost of the new production line is approximately $4.5 million.

In addition to these financings, we have historically funded our operations through bank debt. During our fiscal year ended December 31, 2010 we were able to restructure a substantial portion of our bank debt from current to long term. Bank loans outstanding as of September 30, 2011 and December 31, 2010 were as follows:

	September 30,		December 31,
	2011		2010
	(unaudited)		(audited)
Loans payable, current portion	$	13,461,689	$	7,864,727
Loans payable, long term portion		8,284,931		11,016,050
	$	21,746,620	$	18,880,777

Our long term debt comes due as follows:

October 1, 2011 to December 31, 2012	$	13,502,723
2013		5,514,295
2014		2,729,602

Cash Flow Statement

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2011 and 2010:

	Nine months ended September 30,
	2011			2010
	(unaudited)			(unaudited)
Net cash generated from (used in) operating activities	$	588,289		$	(2,108,484	)
Net cash used in investing activities		(1,852,710	)		(4,547,570	)
Net cash provided by financing activities		1,850,900			6,744,348
Effect of exchange rate difference on cash and cash equivalents		(79,140	)		13,884
Cash and cash equivalents, beginning of period		1,930,319			605,392
Cash and cash equivalents, end of period		2,437,658			707,570

Net cash generated from (used in) operations in the nine months ended September 30, 2011 and 2010 was $588,289 and ($2,108,484), respectively. The increased cash generated is due to increased net income from improved gross profit in the Breeding Unit. Offsetting these increases to cash was an increase in inventory purchases and prepaid expenses, as well as a decrease in our accounts payable and accrued expenses.

Net cash used in investing activities decreased to $1,852,710 in the nine months ended September 30, 2011 from $4,547,570 in the nine months ended September 30, 2010. 2010 includes receipt of proceeds in the amount of $2,053,870 from the sale of our fertilizer plant, offset by cash outflow for a long term investment in the amount of $1,467,050. We also made deposits against equipment and land use rights purchases of $3,001,705 and purchases of property and equipment of $1,962,784 in 2010.

57

Net cash provided by financing activities was $1,850,900 in the nine months ended September 30, 2011, as compared with $6,744,348 in the nine months ended September 30, 2010. Repayments received (net of advances made) pursuant to loans receivable were $647,587 in 2011, compared with ($1,581,559) in 2010, as the Company called outstanding loans receivable in 2011. Advances received (net of repayments made) pursuant to loans payable were ($1,973,884) in 2011, as compared with $3,265,293 in 2010. Bank borrowings, net of repayments, were $2,157,697 in 2011 as compared with $4,505,614 in 2010. During 2010, we borrowed $555,000 in the form of a convertible note payable to fund costs associated with the Reverse Merger Transaction. During 2011, we received $1,019,500 from the March 2011 financing.

Contractual Obligations

The following table sets forth our long term debt and other long term commitments as of September 30, 2011:

Contractual Obligations	Total		< 1 year		1-3 years		3-4 Years		> 5 years
Debt	$	21,746,620	$	13,461,689	$	8,284,931	$	—	$	—
Operating Leases (1)		—		—		—		—		—
Total Contractual Obligations	$	21,746,620	$	13,461,689	$	8,284,931	$	—	$	—

(1) Taiyang leases certain of its facilities pursuant to non-cancellable lease agreements expiring at various times through 2037. The amount of rent on these facilities is not fixed, but is based on the government stipulated market price of grains multiplied by the grain yield per area. Because future rents on these facilities depend upon unknown future market and production factors, the amount of future commitment cannot be quantified.

Despite the fact that we have a working capital deficiency at September 30, 2011, we believe that we can sustain operations for at least the next 12 months without additional outside financing. Our working capital deficiency is caused primarily by a shift during from long term to current debt during 2011. As a privately held Chinese company prior to the Reverse Merger Transaction we had limited access to equity capital, and we funded our expansion through bank loans, a substantial portion of which were less than one year in term, but were renewed, repaid, or replaced with new loans on an annual basis. This approach resulted in a working capital deficiency on our balance sheet in past years, as well as in the current period. While we did not have any contracts or firm commitments to renew, extend or replace such debt, we have historically not experienced difficulty in doing so.

Off-Balance Sheet Arrangements

None.

Financial Instruments and Other Instruments

Our financial instruments consist of cash and cash equivalents, trade accounts receivable, loans receivable, other receivables, prepaid and other current assets, amounts due from/to related parties, trade accounts payable and accrued liabilities, other accounts payable, and current loans payable. The fair values of these financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments. Cash has been valued using the market value technique.

Critical Accounting Policies

See the disclosure regarding critical accounting policies in note 2(a) to our financial statements included herewith.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required under Regulation S-K for “smaller reporting companies.”

58

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures.

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is not accumulated nor communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

a)	We did not have sufficient personnel in our accounting and financial reporting functions. As a result we were not able to achieve adequate separation of duties and were not able to provide for adequate reviewing of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis;
b)	We did not have critical accounting policies and procedures in place to provide guidance to accounting personnel. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis;
c)	We did not have formal anti fraud policies and procedures in place, nor do we conduct annual fraud risk assessments. This control deficiency is pervasive in nature. Further, there is a reasonable possibility that material misstatements of the financial statements including disclosures will not be prevented or detected on a timely basis as a result;
d)	Our tone at the top was not sufficient to assure the directives of our Board of Directors were followed. Management continued to collect and loan money pursuant to loans receivable subsequent to a board resolution dated May 11, 2011 prohibiting such activity;
e)	We do not have adequate procedures in place to detect related party transactions which give rise to potential conflicts of interest;
f)	We incorrectly applied certain provisions of ASC Topic 805-40, “Reverse Acquisitions”, which resulted in the restatement of our financial statements for the year ended December 31, 2010;
g)	Management improperly recognized discounts on certain bank loan instruments as interest income instead of additional paid in capital, resulting in the restatement of our financial statements for the year ended December 31, 2010;
h)	Management failed to recognize interest expense associated with the fair value of ordinary shares issued to holders of convertible loans which were part of the Reverse Merger Transaction, resulting in the restatement of our financial statements for the year ended December 31, 2010;

59

i)	Liquidated damages associated with the November 2010 financing were improperly calculated and recorded. This resulted in the restatement of our financial statements for the year ended December 31, 2010 and for the quarter ended March 31, 2010;
j)	An accounting classification error resulting from discount amortization on convertible loans was not properly detected, resulting in an overstatement of general and administrative expense and an understatement of interest expense of like amounts. This resulted in the restatement of our financial statements for the year ended December 31, 2010; and
k)	Management failed to recognize the effect on income tax expense resulting from the termination of certain operating agreements, which resulted in the restatement of our financial statements for the year ended December 31, 2010.

We are committed to improving our accounting and financial reporting functions. As part of this commitment, we will create a segregation of duties consistent with control objectives and intend to institute formal accounting policies and procedures and fraud risk assessments. Management believes that hiring additional knowledgeable personnel will remedy the lack of sufficient personnel in our accounting and financial reporting functions to achieve adequate segregation of duties. Additional personnel will also provide the cross training needed to support us if personnel turnover issues within the department occur. We believe this will greatly decrease any control and procedure issues we may encounter in the future. Our board of directors also intends to meet to address the tone at the top to ensure that management’s actions are in line with board directives.

Furthermore, the implementation of accounting policies and procedures will provide proper guidance to our accounting personnel to ensure that transactions are properly accounted for in a timely manner. In addition, conducting an annual fraud risk assessment will help to prevent possible material misstatements of financial statements and provide an additional mechanism to detect irregularities with our financial accounting procedures. Although these remediation efforts are underway, the above material weaknesses will not be considered remediated until new controls over financial reporting are fully designed and operating effectively for an adequate period of time.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control Over Financial Reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

60

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.	(REMOVED AND RESERVED).
ITEM 5.	OTHER INFORMATION.

None.

ITEM 6.	EXHIBITS.
31.01	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01	Certifications 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.
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* - The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

61

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ANHUI TAIYANG POULTRY CO., INC.
Date: November 21, 2011	By:	/s/ WU QIYOU
		Wu Qiyou
		Chief Executive Officer (Principal Executive Officer)
Date: November 21, 2011	By:	/s/ DAVID DODGE
		David Dodge
		Chief Financial Officer (Principal Accounting Officer)