Filing Compare · China Xuefeng Environmental Engineering Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

~~FORM~~Form 10-Q

~~þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(D)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~☒ ~~the~~QUARTERLY ~~quarter~~REPORT ~~ended: November~~PURSUANT ~~30,~~TO ~~2016~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the Quarterly Period Ended February 28, 2017

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

~~For~~☐ ~~the~~TRANSITION ~~Transition~~REPORT ~~Period~~PURSUANT ~~from~~TO ~~___________~~SECTION ~~to____________~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to _____________

Commission File Number: 333-175483

~~CHINA~~China ~~XUEFENG~~Xuefeng ~~ENVIORNMENTAL~~Environmental ~~ENGINEERING~~Engineering ~~INC~~Inc.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Nevada	99-0364975
(State or other jurisdiction of incorporation)	(IRS Employer I.D. No.)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
The Beijing-Hangzhou Grand Canal Service Center Building C, Suite 214 Sucheng District, Suqian, Jiangsu Province, P.R. China	223800
(Address of principal executive offices)	(Zip Code)

The Beijing-Hangzhou Grand Canal Service Center

229 Tongda Avenue

Economic and Technological Development Zone,

Suqian, Jiangsu Province, P.R. China 223800

(Address of principal executive offices and zip Code)

+86 (527) 8437-0508

(Registrant's telephone number, including area code)

~~Indicate~~Not 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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐Applicable

~~Indicate~~(Former byname, ~~check~~former ~~mark~~address ~~whether the registrant has submitted electronically~~ and ~~posted~~former onfiscal ~~its corporate Web site~~year, if ~~any,~~changed ~~every~~since ~~Interactive~~last ~~Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~report) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ☑ No ☐~~

Indicate by check mark whether the registrant is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be filed by Section 13 or a15(d) ~~non-accelerated~~of ~~filer,~~the Exchange Act of 1934 during the preceding 12 months (or afor ~~smaller~~such ~~reporting~~shorter ~~company.~~period ~~See~~that the ~~definitions~~registrant ofwas ~~"large~~required ~~accelerated~~to ~~filer,"~~file ~~"accelerated~~such ~~filer"~~reports), and ~~"smaller~~(2) ~~reporting~~has ~~company"~~been insubject ~~Rule~~to ~~12b-2~~such offiling requirements for the ~~Exchange~~past ~~Act:~~90 days. Yes ☐No ☐

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ☐mark ~~Accelerated~~whether ~~filer~~the ☑registrant ~~Non~~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-~~accelerated~~T ~~filer~~during ☐the preceding 12 months (Door ~~not~~for ~~check~~such ifshorter aperiod ~~smaller~~that ~~reporting~~the ~~company)~~registrant ~~Smaller~~was ~~reporting~~required ~~company~~to submit and post such files). Yes☒No ☐

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. ~~(as~~See ~~defined~~definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act). ~~Yes o No ☒~~

AsLarge ofaccelerated ~~January~~filer ~~12,~~☐ ~~2017,~~Accelerated ~~there~~filer ~~were~~☐ ~~63,020,871~~Non-accelerated ~~outstanding~~filer ~~shares~~☐ of(Do ~~common~~not ~~stock~~check ofif ~~the~~a ~~registrant,~~smaller ~~par~~reporting ~~value~~company) ~~$0.001~~Smaller ~~per~~reporting ~~share.~~company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

As of April 14, 2017, there were 63,020,871 outstanding shares of common stock of the registrant, par value $0.001 per share.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC.

QUARTERLY REPORT ON FORM 10-Q

February 28, 2017

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
	PART I—FINANCIAL INFORMATION	Page
	Page
Item 1.	Financial Statements.	4
Item 1. Financial Statements.	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	36
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	45
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	43
Item 4.	Controls and Procedures.	45
Item 4. Controls and Procedures.	43
	PART II—OTHER INFORMATION
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	47
Item 1. Legal Proceedings.	45
Item 1A.	Risk Factors.	47
Item 1A. Risk Factors.	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	47
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.	45
Item 3.	Defaults Upon Senior Securities.	47
Item 3 Defaults Upon Senior Securities.	45
Item 4.	Mine Safety Disclosures.	47
Item 4. Mine Safety Disclosures.	45
Item 5.	Other Information.	47
Item 5. Other Information.	45
Item 6.	Exhibits.	48
Item 6. Exhibits.	46
Signatures		49
Signatures	47

~~Item~~CERTAIN 1.USAGE ~~Financial~~OF ~~Statements.~~TERMS

~~The~~Except ~~following~~as ~~unaudited~~otherwise ~~interim~~indicated ~~financial~~by ~~statements~~the ofcontext, ~~China~~references ~~Xuefeng~~in ~~Environmental~~this ~~Engineering~~report ~~Inc. (referred~~ to ~~herein~~"we," ~~as the~~ "~~Company~~us," "weour," "usour Company," or "~~our~~the Company") are ~~included~~to inthe ~~this~~combined ~~quarterly~~business ~~report~~of onChina ~~Form~~Xuefeng ~~10-Q:~~Environmental Engineering Inc.

~~China~~CAUTIONARY ~~Xuefeng~~STATEMENT ~~Environmental~~ON ~~Engineering~~FORWARD-LOOKING ~~Inc.~~INFORMATION

~~November~~This 30Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, ~~2016~~Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and ~~2015~~Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as "anticipate," "believe," "estimate," "intend," "could," "should," "would," "may," "seek," "plan," "might," "will," "expect," "anticipate," "predict," "project," "forecast," "potential," "continue" negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

~~Index~~We tocannot predict all of the ~~Consolidated~~risks ~~Financial~~and ~~Statements~~uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

	Page
Consolidated Balance Sheets at November 30, 2016 (unaudited) and May 31, 2016
Unaudited Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended November 30, 2016 and 2015		4
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2016 and 2015		5
Notes to Unaudited Consolidated Financial Statements		6

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

~~CHINA~~PART ~~XUEFENG~~I—FINANCIAL ~~ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES~~INFORMATION

~~CONSOLIDATED~~Item ~~BALANCE~~1. ~~SHEETS~~Financial Statements.

(IN U.S. $) (UNAUDITED)

CONTENTS	PAGE

CONSOLIDATED FINANCIAL STATEMENTS:	4

Consolidated Balance Sheets as of February 28, 2017 (unaudited) and May 31, 2016	5

Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended February 28, 2017 and 2016	7

Consolidated Statements of Cash Flows for the Three and Nine Months Ended February 28, 2017 and 2016	9

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	12

	November 30,		May 31,
ASSETS	2016		2016
Current assets:
Cash	$	5,240,737	$	5,912,106
Accounts receivable		4,092,812		4,173,156
Prepaid VAT		4,106,140		3,735,575
Prepaid expenses		323,165		88,477
Total current assets		13,762,854		13,909,314
Noncurrent assets:
Fixed assets, net		43,492,005		41,603,297
Prepaid lease		5,590,544		5,913,880
Accounts receivable-non-current		3,572,846		5,907,361
Deferred income tax assets		314,779		280,184
Total noncurrent assets		52,970,174		53,704,722
TOTAL ASSETS	$	66,733,028	$	67,614,036

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN U.S. $) ~~(UNAUDITED)~~

	November 30,			May 31,
	February 28,			May 31,
LIABILITIES AND STOCKHOLDERS' EQUITY	2016			2016
ASSETS	2017			2016
Current liabilities:
	(Unaudited)
Accounts payable	$	474,377		$	1,247,399
Current assets:
Deferred revenues		2,900,101			2,967,016
Cash	$	6,253,270		$	5,912,106
Taxes payable		693,048			810,428
Accounts receivable		4,160,389			4,173,156
Loan from stockholder		8,491,346			8,781,471
Prepaid VAT		4,739,236			3,735,575
Accrued liabilities		124,405			165,097
Prepaid expenses		294,532			88,477
Total current liabilities		12,683,277			13,971,411
Inventory		89,422			-
Security deposits payable		2,670,318			2,794,868
Total current assets		15,536,849			13,909,314
TOTAL LIABILITIES		15,353,595			16,766,279
Noncurrent assets:
Stockholders' equity:
Fixed assets, net		23,619,319			24,698,290
Common stock, $0.001 par value per share, 75,000,000 shares authorized; 63,020,871 shares issued and outstanding		63,021			63,021
Lease equipment, net		23,897,046			16,905,007
Additional paid-in capital		34,584,997			34,584,997
Prepaid lease		5,579,154			5,913,880
Statutory reserve fund		2,095,931			1,843,520
Accounts receivable-non-current		2,525,158			5,907,361
Retained earnings		18,832,299			16,234,031
Deferred income tax assets		338,850			280,184
Other comprehensive income		(4,196,815	)		(1,877,812	)
Total noncurrent assets		55,959,527			53,704,722
Total stockholders' equity		51,379,433			50,847,757
TOTAL ASSETS	$	71,496,376		$	67,614,036
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	66,733,028		$	67,614,036

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF INCOME AND COMPREHENSIVE INCOME~~SHEETS

~~FOR~~ (IN ~~THE~~U.S. ~~THREE AND SIX MONTHS ENDED NOVEMBER 30, 2016 AND 2015~~$)

(IN U.S. $) (UNAUDITED)

	February 28,			May 31,
LIABILITIES AND STOCKHOLDERS' EQUITY	2017			2016
	(Unaudited)

Current liabilities:
Accounts payable	$	2,227,822		$	1,247,399
Deferred revenues		3,382,983			2,967,016
Taxes payable		741,559			810,428
Loan from stockholder		8,518,397			8,781,471
Accrued liabilities		151,787			165,097
Total current liabilities		15,022,548			13,971,411

Security deposits payable		3,378,129			2,794,868

TOTAL LIABILITIES		18,400,677			16,766,279

Stockholders' equity:
Common stock, $0.001 par value per share, 75,000,000 shares authorized; 63,020,871 shares issued and outstanding		63,021			63,021
Additional paid-in capital		34,584,997			34,584,997
Statutory reserve fund		2,244,711			1,843,520
Retained earnings		20,312,736			16,234,031
Other comprehensive income		(4,109,766	)		(1,877,812	)

Total stockholders' equity		53,095,699			50,847,757

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	71,496,376		$	67,614,036

	Three Months Ended, November 30,				Six Months Ended, November 30,
	2016		2015		2016		2015
Revenue:
Sales	$	1,952,580	$	6,219,910	$	3,488,689	$	17,084,983
Lease income		582,737		45,327		1,174,836		45,327
Total revenue		2,535,317		6,265,237		4,663,525		17,130,310
Cost of goods sold:
Cost of sales		116,543		3,948,609		256,329		12,052,108
Depreciation expense - leased equipment		286,878		22,025		573,201		22,025
Total cost of goods sold		403,421		3,970,634		829,530		12,074,133
Gross profit	2,131,896		2,294,603			3,833,995		5,056,177
Operating expenses:
Selling and marketing		177,205		309,062		328,643		561,319
General and administrative	281,459		308,095			543,313		595,302
Total operating expenses	458,664		617,157			871,956		1,156,621

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

	Three Months Ended, November 30,							Six Months Ended, November 30,
		Three Months Ended,						Nine Months Ended,
	2016				2015			2016			2015
		February 28, 2017			February 29, 2016			February 28, 2017			February 29, 2016
Income from operations	1,673,232					1,677,446			2,962,039			3,899,556
Revenue:
Interest income			122,129			80,756			257,294			102,620
Sales		$	1,955,155		$	1,650,928		$	5,443,844		$	18,735,911
Government subsidy			222,327			233,849			448,226			475,820
Lease income			671,135			348,793			1,845,971			394,120
Income before provision for income taxes			2,017,688			1,992,051			3,667,559			4,477,996
Total revenue			2,626,290			1,999,721			7,289,815			19,130,031
Provision for income taxes	454,637					445,800			816,880			1,012,544
Cost of goods sold:
Net income			1,563,051			1,546,251			2,850,679			3,465,452
Cost of sales			154,534			6,773			410,863			12,058,881
Noncontrolling interest	-					70,452			-			158,439
Depreciation expense - leased equipment			349,084			169,854			922,285			191,879
Net income attributable to common stockholders		$	1,563,051		$	1,475,799		$	2,850,679		$	3,307,013
Total cost of goods sold			503,618			176,627			1,333,148			12,250,760
Earnings per common share, basic and diluted		$	0.02		$	0.02		$	0.05		$	0.05
Gross profit		2,122,672			1,823,094				5,956,667			6,879,271
Weighted average shares outstanding, basic and diluted			63,020,871			63,020,871			63,020,871			63,020,871
Operating expenses:
Comprehensive income:
Selling and marketing			181,591			346,500			510,234			907,819
Net Income		$	1,563,051		$	1,546,251		$	2,850,679		$	3,465,452
General and administrative		153,086			283,594				696,399			878,897
Foreign currency translation adjustment			(1,568,218	)		1,051,507			(2,319,003	)		(102,828	)
Total operating expenses		334,677			630,094				1,206,633			1,786,716
Comprehensive income			(5,167	)		2,597,758			531,676			3,362,624
Comprehensive income attributable to noncontrolling interests			-			(1,870	)		-			(52,532	)
Net Comprehensive income attributable to Common stockholders		$	(5,167	)	$	2,595,888		$	531,676		$	3,310,092

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CHANGES~~INCOME INAND ~~STOCKHOLDERS'~~COMPREHENSIVE ~~EQUITY~~INCOME

FOR THE ~~SIX~~THREE AND NINE MONTHS ENDED FEBRUARY ~~NOVEMBER~~28, 302017 AND FEBRUARY 29, 2016 (CONTINUED)

(IN U.S. $) (UNAUDITED)

	Common Stock		Additional Paid-in Capital			Retained Earnings			Statutory Reserve Fund			Other Comprehensive Income			Total
	Three Months Ended,					Nine months ended,
Balance, May 31, 2016	$	63,021	$	34,584,997		$	16,234,031		$	1,843,520		$	(1,877,812	)	$	50,847,757
	February 28,		February 29,			February 28,			February 29,
Net income		-		-			2,850,679			-			-			2,850,679
	2017		2016			2017			2016
Appropriation to statutory reserve		-		-			(252,411	)		252,411			-			-
Income from operations	$	1,787,995	$	1,193,000		$	4,750,034		$	5,092,555
Foreign currency translation adjustment		-		-			-			-			(2,319,003	)		(2,319,003	)
Interest income		103,903		164,746			361,197			267,367
Balance, November 30, 2016	$	63,021	$	34,584,997		$	18,832,299		$	2,095,931		$	(4,196,815	)	$	51,379,433
Government subsidy		217,462		237,909			665,688			713,729
Income before provision for income taxes		2,109,360		1,595,655			5,776,919			6,073,651
Provision for income taxes		480,143		345,687			1,297,023			1,358,231
Net income		1,629,217		1,249,968			4,479,896			4,715,420
Noncontrolling interest		-		(53,657	)		-			(212,096	)
Net income attributable to common stockholders	$	1,629,217	$	1,196,311		$	4,479,896		$	4,503,324
Earnings per common share, basic and diluted	$	0.03	$	0.02		$	0.07		$	0.07
Weighted average shares outstanding, basic and diluted		63,020,871		63,020,871			63,020,871			63,020,871
Comprehensive Income:
Net Income	$	1,629,217	$	1,249,968		$	4,479,896		$	4,715,420
Foreign currency translation adjustment		87,049		(1,024,809	)		(2,231,954	)		(1,127,637	)
Comprehensive income		1,716,266		225,159			2,247,942			3,587,783
Comprehensive income attributable to noncontrolling interests		-		(60,762	)		-			(113,294	)
Net Comprehensive income attributable to common stockholders	$	1,716,266	$	164,397		$	2,247,942			3,474,489

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS' EQUITY

FOR THE ~~THREE~~NINE ~~AND SIX~~ MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016 AND 2015~~2017

(IN U.S. $) (UNAUDITED)

	For The Six Month Ended
	Common Stock			Additional Paid-in Capital			Retained Earnings			Statutory Reserve Fund		Other Comprehensive Income			Total
	November 30,
Balance, May 31, 2016	$	63,021		$	34,584,997		$	16,234,031		$	1,843,520	$	(1,877,812	)	$	50,847,757
	2016			2015
Net income		-			-			4,479,896			-		-			4,479,896
Cash flows from operating activities:
Appropriation to statutory reserve		-			-			(401,191	)		401,191		-			-
Net income	$	2,850,679		$	3,465,452
Foreign currency translation adjustment		-			-			-			-		(2,231,954	)		(2,231,954	)
Adjustments to reconcile net income to net cash
Balance, February 28, 2017	$	63,021		$	34,584,997		$	20,312,736		$	2,244,711	$	(4,109,766	)	$	53,095,699
provided by operating activities:
Depreciation		618,489			60,216
Amortization for the land lease		61,556			65,346
(Increase) in deferred income tax assets		(48,471	)		(65,678	)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		2,024,011			(12,425,625	)
(Increase) in inventories		-			(194,070	)
(Increase) in prepaid VAT		(552,883	)		(1,356,754	)
(Increase) decrease in prepaid expenses		(245,628	)		82,712
(Increase) in advances to supplier		-			(6,368,880	)
(Decrease) increase in accounts payable and accrued liabilities		(654,862	)		735,566
Increase in deferred revenue		67,234			102,842
(Decrease) in taxes payable		(85,124	)		(120,547	)
Net cash provided by (used in) operating activities		4,035,001			(16,019,420	)
Cash flows from investing activities:
Purchase of fixed assets		(4,501,517	)		(15,902,382	)
Cash flows from financing activities:
Loan receive from external		-			459,958
Proceeds from shareholder loan		-			12,688,507
Loan repaid to external		-			(317,213	)
Increase in security deposit payable		-			624,400
Net cash provided by financing activities		-			13,455,652
Effect of exchange rate changes on cash		(204,853	)		(993,789	)
Net (decrease) in cash		(671,369	)		(19,459,939	)
Cash, beginning		5,912,106			26,493,540
Cash, end	$	5,240,737		$	7,033,601

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH ~~FLOWS~~FLOW

FOR THE ~~THREE~~NINE ~~AND SIX~~ MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016 AND 2015~~2017

(IN U.S. $) (UNAUDITED)

	For The Six Month Ended
		For The Nine Month Ended
	November 30,
		February 28, 2017				February 29, 2016
	2016				2015
Cash flows from operating activities:
Supplemental disclosure of cash flow information
Net income		$	4,479,896			$	4,715,420
Cash paid during the period for:
Adjustments to reconcile net income to net cash provided by operating activities:
Income taxes paid		$	950,476			$	1,005,057
Depreciation			992,137				247,086
Land appreciation tax paid			2,988				3,172
Amortization for the land lease			91,421				97,150
Supplemental disclosure of non-cash activities
(Increase) in deferred income tax assets			(71,382	)			(87,497	)
Property, equipment, construction in process transferred from prepayment		$	-			$	1,592,370
Changes in operating assets and liabilities:			-
Property, equipment, construction in process accrued		$	-			$	879,899
Decrease (increase) in accounts receivable			3,025,754				(11,140,158	)
Payment of accrued liabilities by shareholder		$	89,000			$	36,000
(Increase) in inventories			(90,848	)			-
(Increase) in prepaid VAT			(1,218,759	)			(3,109,582	)
(Increase) decrease in prepaid expenses			(213,020	)			(27,009	)
(Decrease) increase in accounts payable and accrued liabilities			(8,196	)			400,385
Increase in deferred revenue			547,343				310,077
(Decrease) increase in taxes payable			(44,115	)			94,710
Net cash provided by (used in) operating activities			7,490,231				(8,499,418	)
Cash flows from investing activities:
Purchase of fixed assets			(661,940	)			(20,061,231	)
Purchase of leasing equipment			(6,797,044	)			(4,686,640	)
Net cash (used in) investing activities			(7,458,984	)			(24,747,871	)
Cash flows from financing activities:
Loan receive from external			-				455,880
Loan receive from shareholder			-				12,654,600
Loan repayment to external			-				(314,400	)
Increase in security deposit payable			710,067				2,075,360
Net cash provided by financing activities			710,067				14,871,440
Effect of exchange rate changes on cash			(400,150	)			(1,298,987	)
Net increase (decrease) in cash			341,164				(19,674,836	)
Cash, beginning			5,912,106				26,493,540
Cash, end		$	6,253,270			$	6,818,704

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~CONSOLIDATED~~OF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOW (CONTINUED)

FOR THE ~~THREE~~NINE ~~AND SIX~~ MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016 AND 2015~~2017

(IN U.S. $) (UNAUDITED)

	For The Nine Month Ended
	February 28, 2017			February 29, 2016

Supplemental disclosure of cash flow information
Cash paid during the period for:
Income taxes paid		$	1,412,520		$	1,309,525
Land appreciation tax paid			4,438			4,716

Supplemental disclosure of non-cash activities
Fixed assets, lease equipment and equipment construction in process transferred from prepayment		$	-		$	813,030
Fixed assets, lease equipment and equipment construction in process accrued			1,934,476			457,801
Payment of accrued liabilities by shareholder			89,000			86,000
Accrued capital expenditures			-			644,923

See accompanying notes to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 1. ORGANIZATION

China Xuefeng Environmental Engineering Inc. (the "Company"), formerly known as NYC Moda Inc., was incorporated under the laws of the State of Nevada on March 30, 2011. Since its inception until the closing of the Exchange Agreement, the Company was a development-stage company.

On November 27, 2012, the Company completed a reverse acquisition transaction through a share exchange with the stockholders of Inclusion Business Limited ("Inclusion"), whereby the Company acquired 100% of the outstanding shares of Inclusion in exchange for 7,895,000 shares of its common stock, representing 76.65% of the issued and outstanding shares of common stock. As a result of the reverse acquisition, Inclusion became the Company's wholly-owned subsidiary and the former Inclusion Stockholders became our controlling stockholders. The share exchange transaction was treated as a reverse acquisition, with Inclusion as the acquirer and the Company as the acquired party for accounting purposes.

In November, 2012, the Company filed a certificate of amendment to its articles of incorporation to change its name from "NYC Moda, Inc." to "China Xuefeng Environmental Engineering Inc." (the "Name Change") and to initiate a 4-for-1 forward stock split (the "Forward Split") of its outstanding shares of common stock. The Name Change and the Forward Split were effective in December, 2012. Upon the effectiveness of the Forward Split, the number of outstanding shares of the Company's common stock increased from 10,300,000 to 41,200,000 shares. In March, 2013, the Company sold 14,000,000 shares of common stock to 12 unrelated individuals in a private offering, generating $7,000,000 in net proceeds.

As a result of the transaction with Inclusion, the Company owns all of the issued and outstanding common stock of Lotus International Holdings Limited ("Lotus"), a wholly-owned subsidiary of Inclusion, which in turn owns all of the issued and outstanding capital stock of Baichuang Information Consulting (Shenzhen) Co. Ltd ("Baichuang Consulting"). In addition, the Company effectively and substantially controls Jiangsu Xuefeng Environmental Protection Science and Technology Co., Ltd. ("Jiangsu Xuefeng") through a series of captive agreements with Baichuang Consulting.

The Company conducts its operations through its controlled consolidated variable interest entity ("VIE"), Jiangsu Xuefeng. Jiangsu Xuefeng, incorporated under the laws of the People's Republic of China ("PRC") in December, 2007, is primarily engaged in the sale, lease and installation of garbage recycling equipment and provides improvement and upgrading services of garbage recycling processing technology and equipment.

In October 2012, Baichuang Consulting (the "WFOE"), a wholly-owned subsidiary of Lotus, entered into a series of contractual arrangements (the "VIE Agreements"). The VIE Agreements include (i) an Exclusive Technical Service and Business Consulting Agreement; (ii) a Proxy Agreement, (iii) Share Pledge Agreement and, (iv) Call Option Agreement with the stockholders of Jiangsu Xuefeng.

1112

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 1. ORGANIZATION (CONTINUED)

Exclusive Technical Service and Business Consulting Agreement: Pursuant to the Exclusive Technical Service and Business Consulting Agreement, the WFOE provides technical support, consulting, training, marketing and operational consulting services to Jiangsu Xuefeng. In consideration for such services, Jiangsu Xuefeng has agreed to pay an annual service fee to the WFOE of 95% of Jiangsu Xuefeng's annual net income and an additional payment of approximately US$15,910 (~~RMB 100~~RMB100,000) each month. The Agreement has an unlimited term and only can be terminated upon written notice agreed to by both parties.

Proxy Agreement: Pursuant to the Proxy Agreement, the stockholders of Jiangsu Xuefeng agreed to irrevocably entrust the WFOE to designate a qualified person acceptable under PRC law and foreign investment policies, all of the equity interests in Jiangsu Xuefeng held by the stockholders of Jiangsu Xuefeng. The Agreement has an unlimited term and only can be terminated upon written notice agreed to by both parties.

Call Option Agreement: Pursuant to the Call Option agreement, the WFOE has an exclusive option to purchase, or to designate a purchaser, to the extent permitted by PRC law and foreign investment policies, part or all of the equity interests in Jiangsu Xuefeng held by each of the stockholders. To the extent permitted by PRC laws, the purchase price for the entire equity interest is approximately US$0.16 (RMB1.00) or the minimum amount required by PRC law or government practice. This Agreement remains effective until all the call options under the Agreement have been exercised by Baichuang Consulting or its designated entities or natural persons.

Share Pledge Agreement: Pursuant to the Share Pledge agreement, each of the stockholders pledged their shares in Jiangsu Xuefeng to the WFOE, to secure their obligations under the Exclusive Technical Service and Business Consulting Agreement. In addition, the stockholders of Jiangsu Xuefeng agreed not to transfer, sell, pledge, dispose of or create any encumbrance on their interests in Jiangsu Xuefeng that would affect the WFOE's interests. This Agreement remains effective until the obligations under the Exclusive Technical Service and Business Consulting Agreement, Call Option Agreement and Proxy Agreement have been fulfilled or terminated.

On January 19, 2016, the VIE structure was terminated upon Baichuang Consulting exercising its option to purchase all of the registered equity of Jiangsu Xuefeng. Baichuang Consulting became the sole owner of Jiangsu Xuefeng.

On August 4, 2016, Baichuang Information Consulting Co., Ltd ("Baichuang Information") entered into an agreement with Mr. Li Yuan, the sole shareholder of Linyi County Xuefeng Renewable Resources Utilization Technology Co., Ltd ("Linyi Xuefeng"), to purchase his 100% ownership of Linyi Xuefeng. Mr. Li Yuan is the Chief Executive Officer and main shareholder of the Company. The purchase price was determined by the audited net assets of the Company as of May 31, 2016, initially with a payment of RMB10,000,000 ($1,500,000 US) in cash and the balance to be paid in common shares of China Xuefeng at 75% of the closing price on August 4, 2016. On October 7, 2016, a supplementary agreement was entered between both parties to finalize the purchase based upon the audited net asset value of $ 23,462,612 on May 31, 2016. The supplementary agreement eliminated the cash payment making the entire purchase with stock of the Company. The price utilized was $3 per share and 7,820,871 shares were issued to Mr. Li Yuan.13

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 1. ORGANIZATION (CONTINUED)

~~Linyi~~On ~~Xuefeng~~August ~~also~~4, ~~signed~~2016, aBaichuang ~~series~~Information ofConsulting ~~agreements with Jiangsu Liding Machinery Manufacturing~~ Co., Ltd ("~~Jiangsu~~Baichuang ~~Liding~~Information") ~~for~~entered into an agreement with Mr. Li Yuan, the ~~construction~~sole shareholder of ~~the~~Linyi ~~garbage~~County ~~recycling~~Xuefeng ~~processing~~Renewable ~~plant~~Resources ~~and~~Utilization ~~production~~Technology ~~facilities~~Co., Ltd ("Linyi Xuefeng"), to purchase. ~~The~~his ~~shareholder~~100% ownership of ~~the~~Linyi ~~Company,~~Xuefeng. Mr. Li Yuan, is ~~also~~ the Chief Executive Officer and main shareholder of ~~Jiangsu~~the ~~Liding~~Company. ~~(see~~The ~~note~~purchase ~~6).~~price Aswas determined by the audited net assets of ~~November~~the ~~30,~~Company ~~2016~~as ~~and~~of May 31, 2016, ~~the~~initially ~~total~~with ~~purchase~~a ~~amount~~payment of RMB10,000,000 ($71,~~714~~500,~~280~~000 ~~from~~US) ~~Jiangsu~~in ~~Liding~~cash ~~was~~and ~~fully~~the ~~delivered~~balance to be paid in ~~December~~common ~~2015~~shares of China Xuefeng at 75% of the closing price on August 4, ~~and~~2016. ~~included~~On inOctober 7, 2016, a supplementary agreement was entered between both parties to finalize the ~~fixed~~purchase ~~assets~~based upon the audited net asset value of $ 23,462,612 on May 31, 2016. The supplementary agreement eliminated the ~~accompanying~~cash ~~consolidated~~payment ~~balance~~making ~~sheet~~the asentire purchase with stock of ~~November~~the ~~30,~~Company. ~~2016~~The price utilized ~~and~~was $3 ~~May~~per 31share and 7,820,871 shares were ~~2016~~issued to Mr. Li Yuan.

Linyi Xuefeng also signed a series of agreements with Jiangsu Liding Machinery Manufacturing Co., Ltd ("Jiangsu Liding") for the construction of the garbage recycling processing plant and production facilities purchase. The shareholder of the Company, Mr. Li Yuan, is also the shareholder of Jiangsu Liding (see note 6). As of February 28, 2017 and May 31, 2016, the total purchase amount $7,714,280 from Jiangsu Liding was fully delivered in December 2015, and included in the fixed assets of the accompanying consolidated balance sheet as of February 28, 2017 and May 31, 2016.

"Linyi Xuefeng was officially approved and incorporated under the laws of the People's Republic of China ("PRC") in June 2013. Mr. Yuan Li was the sole owner since inception. Linyi Xuefeng is constructing a garbage processing plant which is planned to commerce operations in 2017. The only non-operating revenue was a subsidy received from the government for the city pollution garbage processing plant construction."

As a result of the entry into the foregoing agreements, the Company has a corporate structure which is set forth as follows:

1314

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING AND PRESENTATION

The unaudited interim consolidated financial statements of the Company as of ~~November~~February 3028, ~~2016~~2017 and for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The interim consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company's Form 10-K filed with the SEC. The results of operations for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 are not necessarily indicative of the results to be expected for future quarters or for the year ending May 31, 2017.

The acquisition of Linyi Xuefeng was treated as a combination of entities under common ~~control~~ as Mr. Li Yuan was the chief executive officer, a major shareholder and had voting control of both companies. An acquisition of an entity under common control is treated similar to a "pooling of interest." Accordingly, the financial statements of the Company has been restated and include the historical balances of Linyi Xuefeng as if the acquisition occurred on the first day of the earliest period presented.

All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars ("US Dollar" or "US$" or "$").

VARIABLE INTEREST ENTITY

The accompanying consolidated financial statements of the Company have been prepared on the accrual basis.

Until January 19, 2016, the consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its VIE for which it is deemed the primary beneficiary. On January 19, 2016, the VIE structure was terminated upon Baichuang Consulting exercising its option to purchase all of the registered equity of Jiangsu Xuefeng. Baichuang Consulting became the sole owner of Jiangsu Xuefeng. All significant inter-company accounts and transactions have been eliminated in consolidation.

All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars ("US Dollar" or "US$" or "$").

1415

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACQUISITION OF LINYI XUEFENG

The following financial statement amounts and balances of Linyi Xuefeng have been included in the accompanying consolidated financial statements.

	November 30,		May 31,
	February 28,		May 31,
	2016		2016
	2017		2016
	(Unaudited)
TOTAL ASSETS	$	31,~~383~~188,~~280~~704	$	32,316,617
TOTAL LIABILITIES	$	8,~~670~~252,~~489~~611	$	8,854,005

For the three months ended November 30,

For the six months ended November 30,

For the three months ended

For the nine months ended

2016

2015

2016

2015

February 28, 2017

February 29, 2016

February 28, 2017

February 29, 2016

(Unaudited)

TOTAL OPERATING EXPENSES

9693,~~012~~833

~~138~~90,~~471~~215

~~193~~286,~~047~~880

~~262~~352,~~711~~926

TOTAL OTHER INCOME

~~223~~217,~~004~~978

~~233~~237,~~504~~718

~~449~~667,~~062~~040

~~475~~713,~~819~~537

NET INCOME

~~151~~147,~~244~~056

~~129~~170,~~737~~104

~~304~~451,~~486~~542

~~278~~448,~~786~~890

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain 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 periods. Actual results could differ from those estimates.

FOREIGN CURRENCY TRANSLATION

Almost all Company assets are located in the PRC. The functional currency for the majority of the Company's operations is the Renminbi ("RMB"). The Company uses the United States dollar ("US Dollar" or "US$" or "$") for financial reporting purposes. The financial statements of the Company have been translated into US dollars in accordance with FASB ASC 830, "Foreign Currency Matters."

1516

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FOREIGN CURRENCY TRANSLATION (CONTINUED)

All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of income amounts have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Company's financial statements are recorded as other comprehensive income (loss).

The exchange rates used to translate amounts in RMB into US dollars for the purposes of preparing the financial statements are as follows:

	November 30,		May 31,
	February 28, 2017		May 31, 2016
	2016		2016
	(unaudited)
	(Unaudited)
Balance sheet items, except for stockholders' equity, as of periods end		0.1456		0.1519
Balance sheet items, except for stockholders' equity, as of periods end		0.1451		0.1519

Three Months Ended November 30,

Six Months Ended November 30,

Three Months Ended

Nine Months Ended

2016

2015

2016

2015

February 28, 2017

February 29, 2016

February 28, 2017

February 29, 2016

(Unaudited)

(unaudited)

Amounts included in the statements of income, statements of changes in stockholders' equity and statements of cash flows

0.~~1481~~1450

0.~~1572~~1533

0.~~1494~~1479

0.~~1591~~1572

For the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, foreign currency translation adjustments of $(187,~~568,218)~~049 and $(1,~~051~~024,~~507~~809), respectively, and for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, foreign currency translation adjustments of $(2,~~319~~231,~~003~~954) and $(~~102~~1,~~828~~127,637), respectively, have been reported as other comprehensive income. Other comprehensive income of the Company consists entirely of foreign currency translation adjustments. Pursuant to ASC 740-30-25-17, "Exceptions to Comprehensive Recognition of Deferred Income Taxes," the Company does not recognize deferred U.S. taxes related to the undistributed earnings of its foreign subsidiaries and, accordingly, recognizes no income tax expense or benefit from foreign currency translation adjustments.

Although government regulations now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US dollars at that rate or any other rate.

The value of the RMB against the US dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC's political and economic conditions. Any significant revaluation of the RMB may materially affect the Company's financial condition in terms of US dollar reporting.

1617

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION

Revenues are primarily derived from selling and leasing garbage processing equipment, providing garbage recycling processing system technology support, renovation and upgrade services and patent licensing to customers. The Company's revenue recognition policies comply with FASB ASC 605 "Revenue Recognition." In general, the Company recognizes revenue when there is persuasive evidence of an arrangement, the fee is fixed or determinable, the products or services have been delivered or performed and collectability of the resulting receivable is reasonably assured.

Improvement and upgrading service is a one-time service provided to upgrade customer's existing equipment before they opt to license and use our patented technology. The fee for the service would be paid within thirty (30) days upon execution of the contract.

Inspection would be conducted by the customers according to industry standards within three days upon completion of the improvement and upgrading service. Performance testing would then be conducted on the upgraded equipment, which typically can be done within a month. A final inspection assessment report would be provided to the customers within five days upon completion of the testing and Customers would provide the Company with a signed acceptance form if they are satisfied. The Company will recognize the revenue for the improvement and upgrading service once the performance testing is passed and the final evaluation report is provided by the customer.

Patent licensing is limited to five (5) years with payments due annually in advance and recognized as revenue monthly. We are responsible to provide repairing service when necessary, but customers would bear any out of pocket expense relating to the repairing service.

We believe that lease receivables have four potential risks: operation risk, credit risk, accident risk and natural disasters risk.

First, there is no guarantee that the licensee of our patent will have sufficient capital resources to perform the licensing agreement and pay the licensing fee on time or at all. The length of the agreement is up to five (5) years and therefore the Company may not able to collect fees for the entire agreement. Second, there is a potential credit risk for which the licensee may unilaterally terminate the agreement and thus affect the payout of the licensing agreement. Third, accident involving the equipment caused by employees of the licensee may have material adverse effect on the operation of the licensee. This unforeseeable risk could impact the licensee's ability to perform throughout the length of the agreement. Lastly, unforeseeable natural disasters could have a material adverse effect on the production and operation of the Company's licensees. If their operation is impacted by events such as fire, flood or earthquakes, they may need to cease their operation and therefore may be unable to perform their obligations under the agreement.

Linyi Xuefeng's income relates solely to government for city pollution garbage processing system constructions. Government subsidies are recognized as earned when grant expenses are incurred up to the maximum amount allowed for each grant award.

1718

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONTINUED)

Sales-Type Leases

The Company entered into three sales-type lease arrangements during the ~~six~~three months ended ~~November~~August 3031, 2015, with two customers for financing of their purchase of garbage processing equipment. The arrangements with the customers have a fixed term of three years. Revenue from the sale of the equipment is recognized at the inception of the lease. The payments have been present valued with an annual interest rate of 5.25%. In connection with these arrangements, the Company recognized revenue of $14,300,324 for the year ended May 31, 2016. Future minimum collections for the year ending May 31 are as follows:

Year Ending
May 31,	Amount
2017	$	21,~~017~~018,~~581~~929
2018		4,~~196~~211,~~498~~219
2019		1,~~446~~451,~~598~~673
	$	76,~~660~~681,~~677~~821

Operating Leases

The Company entered into ~~four~~five operating lease arrangements with ~~three~~four customers for garbage processing equipment on December 28, 2016, April 25, 2016, December 28, 2015 and November 6, 2015, respectively. The arrangement with the customer has a fixed term of five years with ~~three~~quarterly ~~monthly~~ payments of $~~179~~177,~~280~~517 (~~RMB~~RMB1,200,000), 1$177,517 (RMB1,200,000), $~~358~~355,~~560~~033 (RMB2, 400,000), and $~~149~~147,~~400~~931 (RMB1, 000,000) respectively. Revenue from the leasing of the equipment is recognized monthly. In addition, the lease required a security deposit on $~~696~~698,~~604~~923 (RMB4,800,000), $698,923 (RMB4,800,000), $1,~~393~~397,846 ~~210~~ (RMB9, 600,000) and $~~580~~582,~~504~~437 (~~RMB 4~~RMB4,000,000), respectively. At the end of the five years lease term, it will be determined whether the lease will be extended, leased to a new customer or returned to the Company. Future minimum payments for the years ending May 31 are as follows:

Year Ending
May 31,	Amount
2017	$	1857,~~374,480~~997
2018		23,~~748~~431,~~960~~989
2019		23,~~748~~431,~~960~~989
2020		23,~~748~~431,~~960~~989
2021		12,~~743~~435,~~000~~923
	$	11,364,360
2022		414,206
	$	14,004,093

1819

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONTINUED)

Multiple-Element Arrangements

In October 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-13, "Multiple Deliverable Revenue Arrangements." ASU No. 2009-13 amended the guidance on arrangements with multiple deliverables under ASC 605-25, "Revenue Recognition—Multiple-Element Arrangements." To qualify as a separate unit of accounting under ASC 605-25, the delivered item must have value to the customer on a standalone basis. The significant deliverables under the Company's multiple-element arrangements are improvement and upgrade services and patent licensing.

Improvement and Upgrade Service

The improvement and upgrade service is a one-time service. By the end of improvement and upgrading services, there is persuasive evidence of an arrangement exists since company has a signed contract with a customer; delivery has occurred and a customer has completed inspection and accepted the improvement and upgrading services then delivered; the fee is fixed and become due within 30 days upon the signing of the contract; and collectability is probable. An inspection is conducted by the customer according to industry standards within three days of the completion of the improvement and upgrade. An acceptance form is provided by the customer if the inspection is satisfactory. Performance testing is conducted on the upgraded equipment within one month. A final evaluation report is provided within five days of the completion of the performance testing. The fee for improvement and upgrade services is fixed and becomes due within 30 days, upon the signing of the contract. The fees for the improvement and upgrading services are not subject to refund, forfeiture or any other concession if patent licensing is not completed.

The Company has met the agreed upon specifications and has not been required to make any refunds for its services. No warranty is provided by the Company.

The customer is responsible for repair services when necessary. The out of pocket expenses for the repair services will be charged separately to the customer by the Company.

1920

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONTINUED)

Multiple-Element Arrangements (Continued)

Patent Licensing

Patent licensing is limited to 5 years with payments due annually in advance. The patent technology of "harmless and comprehensive garbage processing equipment" provided by the Company to its customers has high garbage processing capacity and stable operation capacity. It is the first modern system equipment in China to use DCS (Distributed Control System) centralized control, by which mechanical automation will be realized for the comprehensive treatment of life garbage. Its core technology is to organically integrate the anaerobic digestion and aerobic fermentation garbage process, degrade and transform the organic matter of domestic waste, effectively sort out the garbage and recycle all kinds of materials, to eventually realize the true waste resource utilization and harmless utilization, with a utilization rate approaching 100%. The resource recovery products, biogas, not only can be used for meeting the needs of the plant itself, but also can be sold as a separate product, which greatly improves the efficiency of garbage processing of the customer's equipment, decreases production cost, and increases the recovery return of garbage processing.

The Company's customer who pays for an upgrade and improvement fee is not required to enter into a licensing agreement to continue to use the patented technology. If the customer does not require the garbage processing equipment to reach the level of the patented technology which can process 500 tons to 1,000 tons of garbage per day, then the customer does not need to enter into the patent licensing agreement.

Multiple Elements

The Company determined that its improvement and upgrade services are individually a separate unit of accounting. In determining whether the improvement and upgrade services has standalone value, the Company considered factors including the availability of similar services from other vendors, its fee structure based on inclusion and exclusion of the service, and its marketing and delivery of the services. The Company uses the vendor-specific objective evidence to determine the selling price for its improvement and upgrade services when sold in multiple-element arrangements. Although not yet being sold separately, the price established by the management has the relevant authority.

The Company also determined that the patent licensing has standalone value because the patent can be licensed separately. The Company uses the vendor-specific objective evidence to determine the price for patent licensing when sold in multiple-element arrangements. Although not yet being licensed separately, the price established by the management has the relevant authority. The Company establishes the price of upgrading and improvement service and the price of patent licensing is determined based on the following method:

2021

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION (CONTINUED)

Multiple-Element Arrangements (Continued)

Multiple Elements (Continued)

Since equipment improvement and upgrade service and patent leasing service are derived from the Company's patented technology, which the Company has the exclusive right to while others must obtain licensing rights to use the technology, the Company have a strong bargaining power in the market to undertake the promotion of its brand and corporate image. Furthermore, the Company uses a profit cost pricing method to determine the price of its product. The Company calculates the price by adding its target profit, or a 90% gross profit margin, to the base product cost to derive the final sale price of its services.

The Company allocates the arrangement consideration based on their relative selling prices. Revenues for the improvement and upgrade services are recognized when completed, the performance testing is passed and the final evaluation report is provided by the customer, which generally is within 30 days, assuming all other revenue recognition criteria are met. Revenues for patent licensing are recognized monthly over the licensing period.

The Company believes the effect of changes in the selling price for improvement and upgrade services and patent licensing will not have significant effect on the allocation of the arrangement.

FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB ASC 820, "Fair Value Measurement," defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

2122

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of ~~November~~February 3028, ~~2016~~2017 and May 31, 2016, none of the Company's assets and liabilities were required to be reported at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash, accounts receivable, prepaid VAT, accounts payable and accrued expenses, and deferred revenue approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented.

CASH AND CASH EQUIVALENTS

The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents

FIXED ASSETS AND LEASE EQUIPMENT

Fixed assets are recorded at cost, less accumulated depreciation. Cost includes the price paid to acquire the asset, and any expenditures that substantially increase the asset's value or extends the useful life of an existing asset. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Major repairs and betterments that significantly extend the original useful life or improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. The estimated useful lives for fixed asset categories are as follows:

Computers and equipment	3 years
Motor vehicles	4 years
Furniture and fixtures	5 years
Investment in leased property	15 years
Lease equipment	15 years
Machinery	10 years
Building and improvement	20 years

IMPAIRMENT OF LONG-LIVED ASSETS

The Company applies FASB ASC 360, "Property, Plant and Equipment," which addresses the financial accounting and reporting for the recognition and measurement of impairment losses for long-lived assets. In accordance with ASC 360, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company may recognize the impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to those assets. No impairment of long-lived assets was recognized for the periods presented.

2223

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED REVENUE

Deferred revenue is advance payments received for patent licensing fees and received from government for city pollution garbage processing system constructions. These payments received, but not yet earned, are recognized as deferred revenue in the consolidated balance sheets.

INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes" ("ASC 740"), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. At ~~November~~February 3028, ~~2016~~2017 and May 31, 2016, the differences relate entirely to revenue deferred for financial statement purposes. During the year ended May 31, 2015, as permitted by the PRC tax law, the Company began recognizing revenue from patent licensing fees for income tax purposes, based on when it is earned rather than when it is collected, consistent with the financial statement recognition. As a result, there are no differences between the basis of assets and liabilities for financial statements and income tax purposes for deferred revenue and, as a result, deferred income taxes are no longer required to be recognized. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of ~~November~~February 3028, ~~2016~~2017 and May 31, 2016, the Company does not have a liability for any unrecognized tax benefits.

The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows:

United States

The Company is subject to United States tax at graduated rates from 15% to 34%. No provision for income taxes in the United States has been made as the Company had no U.S. taxable income for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016.

PRC

Jiangsu Xuefeng and Baichuang Consulting are subject to an Enterprise Income Tax at 25% and file their own tax returns. Consolidated tax returns are not permitted in China.

2324

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES (CONTINUED)

BVI

Inclusion is incorporated in the BVI and is governed by their income tax laws. According to current BVI income tax law, the applicable income tax rate for the Company is 0%.

Hong Kong

Lotus is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income.

ADVERTISING COSTS

Advertising costs are charged to operations when incurred. For the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, advertising expense was $~~133~~130,~~741~~933 and $~~201~~250,~~946~~804 respectively. For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, advertising expense was $~~224~~355,~~100~~ 033 and $~~385~~639,~~022~~804, respectively.

STATUTORY RESERVE FUND

Pursuant to corporate law in the PRC, the Company is required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory reserve fund until such reserve balance reaches 50% of the Company's registered capital. The statutory reserve fund is non-distributable other than during liquidation and can be used to fund previous years' losses, if any, and may be utilized for business expansion or used to increase registered capital, provided that the remaining reserve balance after such use is not less than 25% of the registered capital. For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, a statutory reserve of $~~252~~401,~~411~~191 and $~~341~~451,~~298~~729, respectively, was required to be allocated to the Company.

VALUE ADDED TAX ("VAT")

All China-based enterprises are subject to a VAT imposed by the PRC government on their domestic product sales. The output VAT is charged to customers who purchase goods from the Company and the input VAT is paid when the Company purchases goods from its vendors. Input VAT rates are 17% for the purchasing activities conducted by the Company. Output VAT rate is 17% for all products. The input VAT can be offset against the output VAT. The VAT payable will be presented on the balance sheets when input VAT is less than the output VAT. Recoverable balance will be presented on the balance sheets when input VAT is larger than the output VAT.

RECLASSIFICATION

Certain amounts in the previous periods presented have been reclassified to conform to the current year financial statement presentation.

2425

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the effect this ASU will have on its consolidated statement of cash flows.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.

In May, 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Narrow-scope Improvements and Practical Expedients, which is an amendment to ASU No. 2014-09 that clarifies the objective of the collectability criterion, to allow entities to exclude amounts collected from customers from all sales taxes from the transaction price, to specify the measurement date for noncash consideration is contract inception, variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, and clarification on contract modifications at transition. The implementation guidelines follow ASU No. 2014-09.

In April 2016, the FASB issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606).'' This guidance supersedes current guidance on revenue recognition in Topic 605, "Revenue Recognition.'' In addition, there are disclosure requirements related to the nature, amount, timing, and uncertainty of revenue recognition. In August 2015, the FASB issued ASU No.2015-14 to defer the effective date of ASU No. 2014-09 for all entities by one year. For public business entities that follow U.S. GAAP, the deferral results in the new revenue standard are being effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for the Company beginning June 1, 2018. The Company is currently evaluating the effect the guidance will have on the consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2016 AND 2015

(IN U.S. $) (UNAUDITED)

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)

In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment is effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of this standard on its consolidated financial statements.

NOTE 4. FIXED ASSETS

Fixed assets are summarized as follows:

	November 30, 2016			May 31, 2016
	(Unaudited)
Computers and equipment	$	78,718		$	64,817
Vehicles		84,064			87,984
Investment in leased property		20,975,391			17,425,249
Production facilities		8,135,950			8,515,428
Furniture and fixtures		17,622			18,445
Building and improvement		15,310,793			16,024,922
		44,602,538			42,136,845
Less: accumulated depreciation		(1,110,533	)		(533,548	)
	$	43,492,005		$	41,603,297

For the three months ended November 30, 2016 and 2015, depreciation expense was $307,072 and $52,843 respectively. For the six months ended November 30, 2016 and 2015, depreciation expense was $618,489 and $60,216 respectively.

Building and improvements include approximately $7.7 million relating to construction of the garbage recycling processing plant and production facilities purchase (see note 1). Of this amount approximately $10,752 and $21,676 of depreciation has been taken during the three and six months ended November 30, 2016, relating to office furniture and equipment placed in service. The facility has taken longer than originally planned to complete due to government delays and is expected to complete by May 31, 2017. Total investment is expected to be approximately $29 million.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 54. ~~INCOME~~FIXED ~~TAXES~~ASSETS

	For the Three Months Ended November 30,						For the Six Months Ended November 30,
	2016			2015			2016			2015
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Current	$	478,886		$	480,708		$	865,348		$	1,078,426
Deferred		(24,249	)		(34,908	)		(48,468	)		(65,882	)
Total	$	454,637		$	445,800		$	816,880		$	1,012,544

Fixed assets are summarized as follows:

As of November 30, 2016, the Company had unused operating loss carry-forwards of approximately $1,259,000 expiring in various years through 2022.

	February 28, 2017			May 31, 2016
	(Unaudited)

Computers and equipment	$	78,983		$	64,817
Vehicles		84,343			87,984
Production facilities		8,163,027			8,515,428
Furniture and fixtures		111,671			116,493
Building and improvement		15,361,749			16,024,922

		23,799,773			24,809,644
Less: accumulated depreciation		(180,454	)		(111,354	)

	$	23,619,319		$	24,698,290

~~The~~For ~~expected~~the ~~tax~~three ~~rate~~months ~~for~~ended ~~income~~February in28, ~~the~~2017 ~~PRC~~and isFebruary ~~25%. The~~29, ~~following~~2016, ~~table~~depreciation ~~reconciles~~expense ~~the~~was ~~effective~~$24,514 ~~income~~and ~~tax~~$18,472 ~~rates~~respectively. ~~with~~For the ~~statutory~~nine ~~rates~~months ~~for~~ended ~~the~~February ~~six~~28, ~~months~~2017 ~~ended~~and ~~November~~February ~~30:~~29, 2016, depreciation expense was $74,884 and $56,967 respectively.

	2016			2015
Statutory rate		25	%		25	%
Government subsidy		2	%		2	%
Effective income tax rate		23	%		23	%

Building and improvements include approximately $7.7 million relating to construction of the garbage recycling processing plant and production facilities purchase (see note 1). Of this amount approximately $10,528 and $32,204 of depreciation has been taken during the three and nine months ended February 28, 2017, relating to office furniture and equipment placed in service. The facility has taken longer than originally planned to complete due to government delays and is expected to complete by May 31, 2017. Total investment is expected to be approximately $29 million.

~~The~~NOTE ~~recognized government subsidy by Linyi Xuefeng was tax exempt per notice form the PRC tax authorities and accordingly there is no tax provision to be recognized~~5. LEASE EQUIPMENT

The Company is required to file income tax returns in both the PRC and the United States. PRC tax filings for the tax year ended December 31, 2015 and 2014 were examined by the PRC tax authorities in May 2016 and 2015, respectively. The tax filings were accepted and no adjustments were proposed by the PRC tax authorities.

	February 28, 2017			May 31, 2016
	(Unaudited)

Leasing equipment		20,951,209			17,327,200
Equipment construction in process		4,253,417			-

		25,204,626			17,327,200
Less: accumulated depreciation		(1,307,580	)		(422,193	)

	$	23,897,046		$	16,905,007

The Company did not file its U.S. federal income tax returns, including, without limitation, information returns on Internal Revenue Service ("IRS") Form 5471, "Information Return of U.S. Persons with Respect to Certain Foreign Corporations" for the fiscal years ended May 31, 2016, May 31, 2015, and May 31, 2014, which is a short year income tax return required to be filed as a result of the change in fiscal year. Failure to furnish any income tax returns and information returns with respect to any foreign business entity required, within the time prescribed by the IRS, subjects the Company to certain civil penalties. Management is of the opinion that penalties, if any, that may be assessed would not be material to the consolidated financial statements.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 5. ~~INCOME~~LEASE ~~TAXES~~EQUIPMENT (CONTINUED)

InFor ~~addition, because~~ the ~~Company~~three ~~did~~months ~~not~~ended ~~generate~~February ~~any income in the United States or otherwise have any U.S. taxable income~~28, ~~the~~2017 ~~Company~~and ~~does~~February ~~not believe that it has any U.S. Federal income tax liabilities with respect to any transactions that the Company or any of its subsidiaries may have engaged in through May 31~~29, 2016~~. However~~, ~~there~~depreciation ~~can~~expense bewas no$349,134 ~~assurance~~and ~~that the IRS will agree with this position~~$168,398 ~~and~~respectively. ~~therefore~~For the ~~Company~~nine ~~ultimately~~months ~~could~~ended beFebruary ~~liable for U.S. Federal income taxes~~28, ~~interest~~2017 and ~~penalties.~~February ~~The tax years ended May 31~~29, 2016, ~~2015~~depreciation ~~and~~expense ~~2014~~was ~~remain~~$917,253 ~~open~~and to$190,119 ~~examination by the IRS~~respectively.

~~NOTE~~Before 6leasing the equipment to their client, the Company will upgrade the equipment to meet the client's requirement. ~~RELATED~~ ~~PARTY~~The ~~TRANSACTIONS~~Company recorded the equipment as equipment construction in process before it finishes the upgrading process. As of February 28, 2017, $4,253,417 equipment construction in process was included in lease equipment.

OnNOTE ~~August 5, 2012, the Company entered into an agreement to lease the patent rights on garbage recycling processing technology from Li Yuan, one of the Company's stockholders~~6. ~~Under~~ INCOME the current terms, the Company is required to pay a fee of $11,952 (RMB 80,000) each month for five years from September 2012 to August 2017. The related prepaid patent leasing fees of $11,608 and $85,064 are included in prepaid expenses on the consolidated balance sheets as of November 30, 2016 and May 31, 2016, respectively.TAXES

The ~~remaining~~Company ~~payments~~is ~~for~~required to file income tax returns in both the ~~patent~~United ~~rights~~States ~~are~~and asthe ~~follows:~~PRC. Its operations in the United States have been insignificant and income taxes have not been accrued. In the PRC, the Company files tax returns for Jiangsu Xuefeng.

Year Ending
May 31,	Amount
2017	$	71,712
2018		35,856
	$	107,568

The provision for (benefit from) income taxes consists of the following for the years ended February 28, 2017 and February 29, 2016:

The Company obtained a demand loan from Li Yuan, a stockholder which is non-interest bearing. The total loan of approximately $560,000 represents $481,000 of expenses paid by the stockholder and payments of approximately $79,000 representing the registered capital and operating expenses of Baichuang Information Consulting (Shenzhen) Co., Ltd. The balance is reflected as loan from stockholder as of November 30, 2016 and May 31, 2016.

	For the Three Months Ended						For the Nine Months Ended
	February 28, 2017			February 29, 2016			February 28, 2017			February 29, 2016
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Current	$	503,057		$	368,084		$	1,368,405		$	1,446,510
Deferred		(22,914	)		(22,397	)		(71,382	)		(88,279	)

Total	$	480,143		$	345,687		$	1,297,023		$	1,358,231

OnAs ~~June~~of ~~25,~~February ~~2013~~28, ~~Linyi Xuefeng and the shareholder~~2017, ~~Mr. Li Yuan, entered into a loan agreement pursuant to which Mr. Li Yuan provides a loan facility to~~ the ~~Linyi~~Company ~~Xuefeng,~~had ~~which~~unused ~~are~~operating ~~non~~loss carry-~~interest~~forwards ~~bearing and expiring on June 30, 2017. The maximum amount~~ of ~~the~~approximately ~~loan is~~ $321,~~389~~355,400~~,000~~ ~~(RMB~~expiring ~~200,000,). Any borrowings~~ in ~~excess~~various ofyears ~~this~~through ~~amount may be negotiated between the parties~~2022. On December 17, 2015, a resolution of the board was signed by Mr. Li Yuan, who is the sole shareholder of Linyi Xuefeng, surrendered a loan to the Linyi Xuefeng of $21,813,260 (RMB 140,000,000) and treated as a capital contribution to the Linyi Xuefeng. The loans outstanding were $7,930,991 and $8,300,910 as of November 30, 2016 and May 31, 2016, respectively.

The expected tax rate for income in the PRC is 25%. The following table reconciles the effective income tax rates with the statutory rates for the nine months ended February 28:

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 6. ~~RELATED~~INCOME ~~PARTY~~TAXES ~~TRANSACTIONS~~ (CONTINUED)

~~Linyi~~The ~~Xuefeng~~recognized ~~also~~government ~~signed~~subsidy aby ~~series~~Linyi ofXuefeng ~~agreements~~was ~~with~~tax ~~Jiangsu~~exempt ~~Liding~~per ~~Machinery~~notice ~~Manufacturing~~form ~~Co., Ltd ("Jiangsu Liding") for~~ the ~~construction~~PRC oftax ~~the~~authorities ~~garbage recycling processing plant~~ and ~~production~~accordingly ~~facilities~~there ~~purchase. The shareholder of the Company, Mr. Li Yuan,~~ is ~~also~~no ~~the~~tax ~~shareholder~~provision ofto ~~Jiangsu~~be ~~Liding~~recognized. As of November 30, 2016 and May 31, 2016, the total purchase amount $7,714,280 from Jiangsu Liding was fully delivered in December 2015, and included in the fixed assets of the accompanying consolidated balance sheet as of November 30, 2016 and May 31, 2016.

~~NOTE~~The 7Company is required to file income tax returns in both the PRC and the United States. ~~LAND~~PRC ~~USE~~tax ~~RIGHT~~filings for the tax year ended December 31, 2016 will be examined by the PRC tax authorities in May 2017. PRC tax filings for the tax year ended December 31, 2015 were examined by PRC tax authorities in May 2016. The tax filings were accepted and no adjustments were proposed by the PRC tax authorities.

OnDuring ~~September~~the 6quarter ended February 28, ~~2013~~2017, the Company ~~signed~~filed ~~with~~its ~~Linyi~~U.S. ~~Yanjiazhuang~~federal ~~Beizhi~~income ~~Village~~tax ~~government~~returns, toincluding, ~~obtain~~without alimitation, ~~land~~information ~~use~~returns ~~right~~on ~~66,667~~Internal ~~square~~Revenue ~~meters~~Service of("IRS") ~~land~~Form at5471, ~~total~~"Information ~~$6,477,880~~Return ~~(RMB~~of ~~40,000,000)~~U.S. InPersons ~~addition,~~with ~~the~~Respect ~~Company~~to ~~was~~Certain ~~required~~Foreign toCorporations" ~~subject~~for athe ~~deed~~fiscal ~~tax~~years ofended ~~$194~~May 31,~~336~~ ~~(RMB~~2016, 12015,~~200~~ 2014,~~000)~~ 2013 and 2012. Of ~~The~~these ~~purchase~~years, of2012 ~~the~~is ~~land~~a ~~was~~short ~~approved~~year byincome ~~local~~tax ~~government~~return onrequired ~~September~~to 9,be ~~2013.~~filed ~~The~~as ~~Company~~a ~~fully~~result ~~paid~~of the ~~deed~~change in fiscal year. These tax ofyears ~~$194,336~~are ~~when~~open ~~the~~and ~~purchase~~subject ~~agreement~~to ~~was~~examination ~~signed~~by the taxing authorities. However, ~~The~~the ~~Company~~tax ~~paid~~returns ~~$4,048,675~~for ~~(RMB25,000,000)~~the onfiscal ~~September~~years ~~25,~~ended ~~2013~~May ~~and~~31, $22016,~~429~~ 2015,~~205~~ ~~(RMB~~2014 15and 2013,~~000,000)~~ onas ~~November~~well ~~12,~~as ~~2013~~the toshort ~~local~~year ~~government~~filing for ~~the~~2012 ~~land~~were ~~purchase~~filed late. Management ~~The~~is ~~land~~of ~~use~~the ~~right~~opinion ~~started~~that onpenalties, ~~September~~if 9any, ~~2013~~that ~~and~~may ~~ends~~be onassessed ~~September~~would 8,not ~~2063~~be material to the consolidated financial statements.

~~The~~NOTE ~~amortization for the land use right for the three months ended November 30, 2016 and 2015 was $30, 532 and $32, 116, respectively~~7. RELATED ~~The~~PARTY ~~amortization for the land use right for the six months ended November 30, 2016 and 2015 was $61,556 and $65,346, respectively.~~TRANSACTIONS

~~NOTE~~On 8August 5, 2012, the Company entered into an agreement to lease the patent rights on garbage recycling processing technology from Li Yuan, one of the Company's stockholders. ~~LEASES~~ Under the current terms, the Company is required to pay a fee of $11,834 (RMB80,000) each month for five years from September 2012 to August 2017. The related prepaid patent leasing fees of $116,487 and $85,061 are included in prepaid expenses on the consolidated balance sheets as of February 28, 2017 and May 31, 2016, respectively.

The ~~Company~~remaining ~~leases~~payments ~~one office space under a one-year operating lease from an unrelated third party, which expired on March 31, 2016. The lease required the Company to prepay the rental~~ for ~~one year of $6,784 (RMB 44,664). The lease provides for renewal options but~~ the ~~Company~~patent ~~ceased~~rights ~~the~~are ~~lease.~~as The Company entered into a new lease agreement with an unrelated third party for new office space, which commenced on April 1, 2016 and expires on March 31, 2019. The lease requires the Company to prepay the semi-annual rental of $3,586 (RMB 24,000). The lease provides for renewal options.follows:

The Company leases another office space under a three-year operating lease from an unrelated third party, which expired on May 31, 2016. The lease required the Company to prepay the semi-annual rental. On May 26, 2016, the Company renewed the lease for another three years which ends on May 31, 2019. Rent expense for the three months ended November 30, 2016 and 2015 was $1,779 and $1,882, respectively. Rent expense for the six months ended November 30, 2016 and 2015 was $3,586 and $3,818 respectively.

Year Ending
May 31,	Amount

2017	$	35,503
2018		35,503

	$	71,006

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 87. ~~LEASES~~RELATED PARTY TRANSACTIONS (CONTINUED)

The Company obtained a demand loan from Li Yuan, a stockholder which is non-interest bearing. The total loan of approximately $561,000 represents $482,000 of expenses paid by the stockholder and payments of approximately $79,000 representing the registered capital and operating expenses of Baichuang Information Consulting (Shenzhen) Co., Ltd. The balance is reflected as loan from stockholder as of February 28, 2017 and May 31, 2016.

On June 25, 2013, Linyi Xuefeng and the shareholder, Mr. Li Yuan, entered into a loan agreement pursuant to which Mr. Li Yuan provides a loan facility to the Linyi Xuefeng, which are non-interest bearing and expiring on June 30, 2017. The maximum amount of the loan is RMB200,000,000 ($32,389,400). Any borrowings in excess of this amount may be negotiated between the parties. On December 17, 2015, a resolution of the board was signed by Mr. Li Yuan, who is the sole shareholder of Linyi Xuefeng, surrendered a loan to the Linyi Xuefeng of RMB140,000,000 ($21,813,260) and treated as a capital contribution to the Linyi Xuefeng. The loans outstanding were $7,957,386 and $8,300,910 as of February 28, 2017 and May 31, 2016, respectively.

Linyi Xuefeng also signed a series of agreements with Jiangsu Liding Machinery Manufacturing Co., Ltd ("Jiangsu Liding") for the construction of the garbage recycling processing plant and production facilities purchase. The shareholder of the Company, Mr. Li Yuan, is also the shareholder of Jiangsu Liding. Total purchase amount $7,714,280 from Jiangsu Liding was fully delivered in December 2015, and included in the fixed assets of the accompanying consolidated balance sheet as of May 31, 2016.

NOTE 8. LAND USE RIGHT

On September 6, 2013, the Company signed with Linyi Yanjiazhuang Beizhi Village government to obtain a land use right 66,667 square meters of land at total $6,477,880 (RMB40,000,000). In addition, the Company was required to subject a deed tax of $194,336 (RMB1,200,000 ). The purchase of the land was approved by local government on September 9, 2013. The Company fully paid the deed tax of $194,336 when the purchase agreement was signed. The Company paid $4,048,675 (RMB25,000,000) on September 25, 2013 and $2,429,205 (RMB15,000,000) on November 12, 2013 to local government for the land purchase. The land use right started on September 9, 2013 and ends on September 8, 2063.

The amortization for the land use right for the three months ended February 28, 2017 and February 29, 2016 was $29,865 and $31,804, respectively. The amortization for the land use right for the nine months ended February 28, 2017 and February 29, 2016 was $91,421 and $97,150 respectively.

NOTE 9. SECURITY DEPOSIT PAYABLE

The company leased highly efficient organic waste disposal equipment to customers and received one year leasing fee as deposit. The security deposit payable was $3,378,129 and $2,794,868 as of February 28, 2017 and February 29, 2016, respectively.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 10. LEASES

The Company leases one office space under a one-year operating lease from an unrelated third party, which expired on March 31, 2016. The lease required the Company to prepay the rental for one year of $6,784 (RMB44,664). The lease provides for renewal options but the Company ceased the lease. The Company entered into a new lease agreement with an unrelated third party for new office space, which commenced on April 1, 2016 and expires on March 31, 2019. The lease requires the Company to prepay the semi-annual rental of $3,550 (RMB24,000). The lease provides for renewal options.

The Company leases another office space under a three-year operating lease from an unrelated third party, which expired on May 31, 2016. The lease required the Company to prepay the semi-annual rental. On May 26, 2016, the Company renewed the lease for another three years which ends on May 31, 2019. Rent expense for the three months ended February 28, 2017 and February 29, 2016 was $1,740 and $1,892, respectively. Rent expense for the nine months ended February 28, 2017 and February 29, 2016 was $5,326 and $5,710 respectively.

Future minimum payments for the years ending May 31 are as follows:

Year Ending
May 31,	Amount
2017	$	73,~~171~~550
2018		14,~~701~~556
2019		13,~~864~~728
	$	3531,~~736~~834

NOTE 911. CONTINGENCIES

As disclosed in Note 6, the ~~Company~~2014, is2015 ~~delinquent~~and in2016 ~~filing~~tax ~~certain~~years ~~tax~~were ~~returns~~filed ~~with~~late ~~the~~and ~~U.S.~~are ~~Internal~~open ~~Revenue~~and ~~Service~~subject to examination by the taxing authorities. The Company is unable to determine the amount of penalties, if any, that may be assessed at this time. Management is of the opinion that penalties, if any, that may be assessed would not be material to the consolidated financial statements.

~~The~~NOTE ~~Company did not file the information reports for the years ended December 31, 2015, 2014 and 2013 concerning its interest in foreign bank accounts on form TDF 90-22~~12.1, VULNERABILITY ~~"Report~~DUE ofTO ~~Foreign~~OPERATIONS ~~Bank~~IN ~~and~~THE Financial Accounts" ("FBAR"). Not complying with the FBAR reporting and recordkeeping requirements will subject the Company to civil penalties up to $10,000 for each year it has foreign bank accounts. The Company has not determined the amount of any penalties that may be assessed at this time and believes that penalties, if any, that may be assessed would not be material to the consolidated financial statements.PRC

NOTE 10. VULNERABILITY DUE TO OPERATIONS IN THE PRC

The Company's operations may be adversely affected by significant political, economic and social uncertainties in the PRC. The different cultures, business preferences, corruption, diverse uncertain government regulations, tax systems and currency regulations are risks impacting the Company's current operations. Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC's political, economic and social conditions. There is also no guarantee that the PRC government's pursuit of economic reforms will be consistent, effective or continue.

~~NOTE 11. CONCENTRATION OF CREDIT AND BUSINESS RISK~~31

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 13. CONCENTRATION OF CREDIT AND BUSINESS RISK

Cash and cash equivalents

Substantially all of the Company's bank accounts are in banks located in the PRC and are not covered by protection similar to that provided by the FDIC on funds held in United States banks.

30Major customers

For the three months ended February 28, 2017 and February 29, 2016, three customers of the Company accounted for 40% of revenue and three customers accounted for 47% of revenue, respectively. For the nine months ended February 28, 2017 and February 29, 2016, one customer of the Company accounted for 12% of revenue and two customers accounted for 75% of revenue, respectively. Two customers accounted for 100% accounts receivable at February 28, 2017 and May 31, 2016.

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 1114. ~~CONCENTRATION~~CONDENSED OFFINANCIAL ~~CREDIT~~INFORMATION ~~AND~~OF ~~BUSINESS~~THE ~~RISK~~PARENT ~~(CONTINUED)~~COMPANY

Major customers

For the three months ended November 30, 2016 and 2015, top five customers of the Company accounted for 53% of revenue for operating lease and one customers that accounted for 75% of revenue for sale type lease, respectively. For the six months ended November 30, 2016 and 2015, top five customers of the Company accounted for 43% of revenue for operating lease and two customers that accounted for 85% of revenue for sales type lease, respectively. Two customers accounted for 100% accounts receivable at November 30, 2016 and May 31, 2016.

NOTE 12. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The condensed financial information of the Company's US parent only balance sheets as of May 31, 2016, and the US parent company only statements of income, and cash flows for the year ended May 31, 2016 are as follows:

Condensed Balance Sheets

ASSETS	May 31, 2016


Investment in subsidiaries	$	51,383,435

TOTAL ASSETS	$	51,383,435


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Loan from stockholder	$	492,678
Accrued liabilities		43,000

Total current liabilities		535,678

Stockholders' equity:

Common stock, $0.001 par value; 75,000,000 shares authorized; 63,020,871 shares issued and outstanding		63,021
Additional paid-in capital		34,584,997
Statutory reserve fund		1,843,520
Retained earnings		16,234,031
Other comprehensive income		(1,877,812	)

Total stockholders' equity		50,847,757

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	51,383,435

3133

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

~~CHINA~~NOTES ~~XUEFENG~~TO ~~ENVIRONMENTAL~~THE ~~ENGINEERING~~CONSOLIDATED ~~INC.~~FINANCIAL ~~AND SUBSIDIARIES~~STATEMENTS

~~NOTES~~FOR TOTHE ~~CONSOLIDATED~~THREE ~~FINANCIAL~~AND ~~STATEMENTS~~NINE MONTHS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016

FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2016 AND 2015

(IN U.S. $) (UNAUDITED)

NOTE 1214. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (CONTINUED)

Condensed Statements of Income

	For The Year Ended May 31,
	2016

Revenues:
Share of earnings from investment in subsidiaries and	$	6,430,586

Operating expenses:
General and administrative		123,000

Net income	$	6,553,586

Condensed Statements of Cash Flows

	For The Year Ended May 31,
	2016

Cash flows from operating activities:
Net income	$	6,553,586
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Share of earnings from investment in subsidiaries		(6,430,586	)
Increase in accrued liabilities		123,000

Net cash (used by) operating activities		-

Net increase in cash		-
Cash, beginning of year		-

Cash, end of year	$	-

Noncash financing activities:
Payment of accrued liabilities by shareholder	$	100,438

3234

CHINA XUEFENG ENVIRONMENTAL ENGINEERING INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2016~~2017 AND ~~2015~~FEBRUARY 29, 2016

(IN U.S. $) (UNAUDITED)

NOTE 1214. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (CONTINUED)

Basis of Presentation

The Company records its investment in its subsidiaries under the equity method of accounting. Such investments are presented as "Investment in subsidiaries" on the condensed balance sheet and the subsidiaries' profits are presented as "Share of earnings from investment in subsidiaries" in the condensed statement of operations.

Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. The parent only financial information has been derived from the Company's consolidated financial statements and should be read in conjunction with the Company's consolidated financial statements.

There were no cash transactions in the US parent company during the three and ~~six~~nine months ended May 31, 2016.

Restricted Net Assets

Under PRC laws and regulations, the Company's PRC subsidiaries are restricted in their ability to transfer certain of their net assets to the Company in the form of dividend payments, loans or advances. The restricted net assets of the Company's PRC subsidiaries amounted to approximately $50,848,000 as of May 31, 2016.

In addition, the Company's operations and revenues are conducted and generated in the PRC; all of the Company's revenues being earned and currency received are denominated in RMB. RMB is subject to the foreign exchange control regulations in China, and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC's foreign exchange control regulations that restrict the Company's ability to convert RMB into US Dollars.

3335

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should also be read in conjunction with our unaudited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this Form 10-Q. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview

We are in the business of providing equipment and upgrade services to optimize garbage-recycling processes. We sell and lease comprehensive and environmental-friendly garbage recycling equipment. We also utilize our licensed patented technology of "comprehensive and harmless garbage-processing equipment" to upgrade software systems and reconstruct hardware for our clients and therefore expand the sorting scope and capacity of our clients' garbage recycling equipment. We also have manufactured, sold and leased garbage-processing equipment commencing since fiscal year ended May 31, 2016. We conduct our operations through our wholly-owned subsidiaries Jiangsu Xuefeng Environmental Protection Science and Technology Co., Ltd. ("Jiangsu Xuefeng") and Linyi County Renewable Resources Utilization Co., Ltd. ("Linyi Xuefeng")

Our Services

With the development of the urbanization in China, the amount of household garbage is growing, whereas the processing capability of garbage processing equipment cannot satisfy the increasing amount of garbage. In order to improve the processing equipment of garbage processing plants, we provide upgrades and improvements to the software systems and hardware equipment by installing various systems of our licensed patented technology "comprehensive and harmless garbage-processing equipment" into customers' equipment, and reconstruct the hardware to expand the garbage sorting scope and capacity of their equipment.

The comprehensive and harmless garbage processing equipment that we sell or lease is comprised of a waste digestion pretreatment system, methane gas power generation system, sorting processing system, bricklaying building system, leachate treatment system, DCS (distribution control system), XFET-5 ecological and water-saving toilets and excrement comprehensive processing system and various material collection systems. The equipment technology is designed and manufactured based on the complicated situation of the household garbage in China. According to the features of various garbage, the equipment utilizes the wind-force, gravity, magnetic, shape, etc. to process the garbage by the combined way of machine selecting, winnowing, magnetic separation, automatic cutting, smashing and other technological processes. The equipment has large processing capacity and can run all day. The stand-alone equipment can process 500 to 1000 tons of garbage per day. It can sort and process complicated municipal solid waste, leaving almost no pollution and no residue, reaching the "3 without" standard of no waste gas, no waste water and no waste residue.

The licensed patented technology of "harmless and comprehensive garbage processing equipment" provided by Jiangsu Xuefeng to its customers has a high garbage processing capacity and stable operation capacity. It is the first modern system equipment in China to use DCS (Distributed Control System) centralized control, by which mechanical automation will be realized for the comprehensive treatment of life garbage. Its core technology is to organically integrate the anaerobic digestion and aerobic fermentation garbage process, degrade and transform the organic matter of domestic waste, effectively sort out the garbage and recycle all kinds of materials, to eventually realize the true waste resource utilization and harmless utilization rate, approaching 100%. The resource recovery products, biogas, can not only be used for meeting the needs of the plant itself, but also for sale outside the company, which greatly improves the efficiency of the garbage processing equipment, decreases production costs, and increases the recovery return of garbage processing.

After we sell or lease the equipment or complete the internal system upgrade and hardware equipment improvements of the clients' garbage equipment, we deliver the upgraded equipment to the customers. The customers will conduct an inspection and performance testing of the upgraded equipment within one month pursuant to the contract to inspect whether the internal control system and the hardware structure can operate steadily and achieve the expected results. The inspection includes the following: whether the quality of the equipment and accessories or after improvement can match the licensed patented technology and process various kinds of garbage, whether the various garbage systems can process automatically, and whether the daily garbage processing capacity reaches the expected results per the contract. If during the performance testing period, the performance meets the requirements of the contract, it would be deemed that we have fully fulfilled our obligations under the contract.

When we complete the upgrading service for a client, we go through the acceptance check and commissioning of the company in accordance with the contract, to make sure that the services provided met the expectations of the clients. After that, we are not subject to any additional services. The revenue we generated belongs to the service class income, with the main cost being the salaries of the staff and the leasing fees for the patent, whereas the hardware and software equipment, as well as the material used in the upgrading process are the responsibility of the client.

Acquisition of Linyi Xuefeng

On August 4, 2016, we entered into an agreement with Mr. Li Yuan, the sole shareholder of Linyi County Xuefeng Renewable Resources Utilization Technology Co., Ltd ("Linyi Xuefeng"), to purchase his 100% ownership of Linyi Xuefeng. Mr. Li Yuan is the Chief Executive Officer and main shareholder of the Company. The purchase price is determined by the audited net assets of Linyi Xuefeng as of May 31, 2016, with payment of RMB10, 000,000 in cash and the rest to be paid in common shares of China Xuefeng depending on the 75% closing price of the last trading day. On October 7, 2016, a supplementary agreement was entered between both parties to finalize the purchase and cost based upon the audited net asset value $23,462,612 on May 31, 2016. The transfer price is $3 per share and 7,820,871 shares in total to Mr. Li Yuan without cash consideration. Linyi Xuefeng is primarily engaged in garbage recycling processing and currently still in development stage without any production.

Upon acquisition, Linyi Xuefeng became a wholly-owned subsidiary. The acquisition was accounted for as a business combination.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

●l A requirement to have only two years of audited financial statements and only two years of related MD&A; ●l Exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; ●l Reduced disclosure about the emerging growth company's executive compensation arrangements; and; ●l No non-binding advisory votes on executive compensation or golden parachute arrangements.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Results of Operations

Three months Ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016

The following table sets forth in U.S. dollars, key components of our unaudited results of operations for the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, and the percentage change between ~~2016~~2017 and ~~2015~~2016.

	Three Months Ended November 30,
	Three Months Ended February 28, 2017 and February 29, 2016
	2016			2015			Percentage
	2017			2016			Percentage
	(U.S. $)			(U.S. $)			Change
Revenue	$	2,~~535~~626,~~317~~290		$	61,~~265~~999,~~237~~721			~~(60~~31	%)
Cost of revenue		(~~403~~503,~~421~~618	)		(3176,~~970,634~~627	)		~~(90~~185	%)
Gross profit		2,~~131~~122,~~896~~672			21,~~294~~823,~~603~~094			(716	%)
Selling expenses		~~177~~181,~~205~~591			~~309~~346,~~062~~500			(4348	%)
General and administrative expenses		~~281~~153,~~459~~086			~~308~~283,~~095~~594			(946	%)
Total operating expenses		~~458~~334,~~664~~677			~~617~~630,~~157~~094			(2647	%)
Operating income		1,~~673~~787,~~232~~995			1,~~677~~193,~~446~~000			(050	%)
Other operating income		~~344~~321,~~456~~365			~~314~~402,~~605~~655			9(20	%)
Income before provision for income taxes		2,~~017~~109,~~688~~360			1,~~992~~595,~~051~~655			132	%
Provision for income taxes		~~454~~480,~~637~~143			~~445~~345,~~800~~687			(039	%)
Net income		1,~~563~~629,~~051~~217			1,~~546~~249,~~251~~968			230	%
Noncontrolling interests		-			(7053,~~452~~657	)		(100	%)
Net income attributable to common stockholders	$	1,~~563~~629,~~051~~217		$	1,~~475~~196,~~799~~311			636	%

Revenue

We provide improvement and upgrading services for garbage processing equipment to our customers. This is a one-time service. We also license a patent to our customers. The patent licensing is limited to five years with payments due annually in advance. During the fiscal year ended May 31, 2016, we began to sell or lease the garbage processing equipment to our customers.

We generated $2,~~535~~626,~~317~~290 in revenue for the three months ended ~~November~~February 3028, ~~2016~~2017, as compared to $61,~~265~~999,~~237~~721 for the three months ended ~~November~~February 3029, ~~2015~~2016. Our revenue for the three months ended ~~November~~February 3028, ~~2016~~2017 ~~decreased~~increased by $3626,~~729,920~~569 or 6031% compared to the revenue for the three months ended ~~November~~February 3029, ~~2015~~2016. The primary reason for the significant ~~decrease~~increase in revenue was mainly due to the ~~sale~~increase ofin ~~one~~operating ~~unit~~lease ofrevenue ~~garbage~~because ~~processing~~of ~~equipment for~~ the ~~three~~increase ~~months~~in ~~ended~~number ~~November~~of ~~30,~~leased ~~2015 but no such sales during the three months ended November 30, 2016~~equipment.

~~The following table sets forth our revenue for the three months ended November 30, 2016 and 2015:~~ 38

	Three Months Ended November 30,
	2016			2015			Percentage
	(U.S. $)			(U.S. $)			Change
Improvements and Upgrading Services		$	773,354		$	477,300	62		%
Patent Leasing	1,179,226			1,036,200			14		%
Sales type lease	-			4,706,410			(100		%)
Operating lease			582,737			45,327		1,186	%
Total		$	2,535,317		$	6,265,237		(60	%)

The following table sets forth our revenue for the three months ended February 28, 2017 and February 29, 2016:

	Three Months Ended February 28, 2017 and February 29, 2016
	2017			2016			Percentage
	(U.S. $)			(U.S. $)			Change

Improvements and Upgrading Services		$	757,119		$	741,577		2	%
Patent Leasing			1,198,036			941,231		27	%
Operating lease			671,135			316,913		112	%
Total		$	2,626,290		$	1,999,721		31	%

Improvement and Upgrading Services

During the three months ended ~~November~~February 3028, ~~2016~~2017, we provided improvement and upgrading services to one customer and generated revenue of $~~773~~757,~~354~~119, comparing to $~~477~~741,~~300~~577 for the three months ended ~~November~~February 3029, ~~2015~~2016. For the three months ended ~~November~~February 3029, ~~2015~~2016, we also provided such services to one customer. The services were completed and accepted by the customer and the payment was received in full as of ~~November~~February 3028, 2017 and February 29, 2016. As all such revenue was generated in CNY, increase caused by the change of foreign currency exchange rate. While our core business still focuses on providing improvement and upgrading services for customers' garbage processing equipment, we have also begun selling or leasing our garbage processing equipment.

Patent Licensing

During the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, we generated revenue of $1,~~179~~198,~~226~~036 and $1941,~~036,200~~231 from licensing our patent to 1819 and 15 unrelated customers, respectively. Among of these 1819 and 15 unrelated customers, we generated the patent licensing revenue for entire three months from 1718 and 14 unrelated customers for the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, respectively.

Sales Type Lease

For the three months ended November 30, 2016, we didn't have any sales type lease revenue. During the three months ended November 30, 2015, we leased one unit of garbage processing equipment to one customer. These sales were recognized as sales type leases because title to the equipment will be transferred to the customers at the end of the lease. The equipment was sold for $4,706,410 after the VAT. We received 20% of the selling price from the customer during the three months ended November 30, 2015. We will receive quarterly payments of approximate $378,480 during the following three years including interest at 5.25%.

Operating lease

During the three months ended ~~November~~February 3028, ~~2016~~2017, we had ~~four~~five operating leases for a 300-ton and ~~three~~four 500-ton garbage processing system. The lease period is 5 years with annual lease payments of $~~597~~591,~~600~~722 (for the one 300-ton garbage processing system) and $2,~~151~~840,~~360~~267 (for the ~~three~~four 500-ton garbage processing system), respectively, before VAT. The 300-ton garbage processing system was delivered and tested in the beginning of November 2015. The two 500-ton garbage processing systems were delivered and tested in the beginning of January 2016. Another two 500-ton garbage processing system ~~was~~were delivered and tested in the end of April 2016 and December 2016, respectively. These leases are being accounted for as operating leases because they have no renewal or purchase option. At the end of the five years, either a new lease will be negotiated or the equipment will be returned. For the three months ended ~~November~~February 3028, ~~2016~~2017, we generated operating lease revenue of ~~582~~671,~~737~~135 for the ~~four~~five pieces of equipment. For the three months ended ~~November~~February 3029, ~~2015~~2016, aswe ~~the~~generated ~~300-ton~~operating ~~garbage~~lease ~~processing~~revenue ~~system~~of ~~was~~316,913 ~~delivered~~for ~~and tested in~~ the ~~beginning~~three ofpieces ~~November 2015 and one month's lease payment~~ of ~~$45,327 was recognized as operating lease revenue~~equipment.

Cost of Goods Sold

Our cost of goods sold ~~decreased~~increased to $~~403~~503,~~421~~618 for the three months ended ~~November~~February 3028, ~~2016~~2017 from $3176,~~970,634~~627 for the three months ended ~~November~~February 3029, ~~2015~~2016, which represented aan ~~decrease~~increase of 90185%. ~~This~~The issignificant increase mainly ~~attributable~~due to the ~~$3,~~increase ~~805,287~~in ~~cost~~depreciation of ~~the~~leased ~~garbage processing unit sold under the sales type lease for the three months ended November 30, 2015~~equipment. For improvement and upgrading service and patent licensing revenue, the cost primarily consists of fees paid to the related party for licensing the patent, employees' salaries and training expenses. ~~In addition, the cost of the garbage processing equipment also includes various equipment and supplies necessary for assembling and installing equipment and the related labor.~~ For the operating lease revenue, the depreciation of the garbage processing equipment is also included in the cost of revenue.

Gross Profit

Our gross profit ~~decreased~~increased to $2,~~131~~122,~~896~~672 for the three months ended ~~November~~February 3028, ~~2016~~2017 from $21,~~294~~823,~~603~~094 for the three months ended ~~November~~February 3029, ~~2015~~2016. Our gross profit ratio was significantly ~~increased because~~decreased ~~our~~because ~~business~~the ~~stream~~depreciation ~~has~~of the leased equipment allocated to cost of goods sold and resulted in a ~~high~~lower gross margin for the three months ended ~~November~~February 3028, ~~2016 without cost of garbage processing equipment under the sales type leases~~2017. Our cost of goods sold is almost entirely direct labor and patent licensing fees, depreciation on leased equipment and other operating expenses for the three months ended ~~November~~February 3028, 2017 and February 29, 2016. The gross profit ratio for the ~~quarters~~three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was 8481% and 3791%, respectively.

Selling and Marketing Expenses

Our selling and marketing expenses decreased to $~~177~~181,~~205~~591 for the three months ended ~~November~~February 3028, ~~2016~~2017 from $~~309~~346,~~062~~500 for the three months ended ~~November~~February 3029, ~~2015~~2016 which represented a decrease of 4348%. Our selling and marketing expenses were primarily comprised of sales employees' salaries, advertising expenses, training expenses and travelling expenses. The decrease was primarily due to the significant decrease in advertising, travelling and entertainment expenses.

General and Administrative Expenses

Our general and administrative expenses decreased to $~~281~~153,~~459~~086 for the three months ended ~~November~~February 3028, ~~2016~~2017 from $~~308~~283,~~095~~594 for the three months ended ~~November~~February 3029, ~~2015~~2016, representing a 946% decrease. Our general and administrative expenses were primarily comprised of employees' salaries, travelling expenses, entertainment expenses and professional fees such as legal and audit fees. The decrease was primarily caused by the decrease in travelling and entertainment expenses.

Non-operating income

Our non-operating income included interest income and government subsidy. Despite our large cash balances, the interest income generated for the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was nominal for principally two reasons: 1) extremely low bank's current deposit interest rate and 2) minimal fluctuation of the annual interest rates within a 0.30% range. The interest income reported is net after deducting bank service charges. For the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, our interest income also includes interest of $~~111~~90,~~833~~605 and $65156,~~244~~997, respectively, earned on the sales type leases. Our non-operating income also included government subsidy. Our wholly owned subsidiary, Linyi Xuefeng, received government subsidy of approximate $~~896~~888,000 (RMB 6,000,000) annually. For the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, the income of government subsidy was $~~222~~217,~~327~~462 and $~~233~~230,~~849~~100 under accrue basis, respectively.

Provision for Income Taxes

Our provision for income taxes ~~decreased~~increased to $~~454~~480,~~637~~143 for the three months ended ~~November~~February 3028, ~~2016~~2017 from $~~455~~345,~~800~~687 for the three months ended ~~November~~February 3029, ~~2015~~2016. Our effective tax rate for the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was approximately the statutory rate of 25%. The PRC tax authorities examined our tax filings for the calendar year ended December 31, 2015 in May 2016. Our prior filings were accepted and no adjustments were proposed. The increase in the provision for income taxes was primarily due to the increase in our pre-tax income.

Net Income

For the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, we generated net income of $1,~~563~~629,~~051~~217 and $1,~~546~~249,~~251~~968, respectively. This represented an increase in net income of $16379,~~800~~249 or 230%. We terminated the variable interest entity agreement on January 11, 2016. For that reason, we reflected a "non-controlling interest" of $0 and $7053,~~452~~657 for the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, respectively, before recognizing net income attributable to the common stockholders of the Company. After the "non-controlling interest", our net income attributable to the common stockholders' of the Company for the three months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was $1,~~563~~629,~~051~~217 and $1,~~475~~196,~~799~~311, respectively, representing $0.0203 per share and $0.02 per share, respectively.

~~Six months Ended November 30, 2016 and 2015~~ 40

~~The~~Nine ~~following table sets forth in U.S. dollars, key components of our unaudited results of operations for the six~~ months ~~ended~~Ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, ~~and the percentage change between~~ 2016 ~~and 2015.~~

	Six Months Ended November 30,
	2016			2015			Percentage
	(U.S. $)			(U.S. $)			Change
Revenue	$	4,663,525		$	17,130,310			(73	%)
Cost of revenue		(829,530	)		(12,074,133	)		(93	%)
Gross profit		3,833,995			5,056,177			(24	%)
Selling expenses		328,643			561,319			(41	%)
General and administrative expenses		543,313			595,302			(9	%)
Total operating expenses		871,956			1,156,621			(25	%)
Operating income		2,962,039			3,899,556			(24	%)
Other operating income		705,520			578,440			22	%
Income before provision for income taxes		3,667,559			4,477,996			(18	%)
Provision for income taxes		816,880			1,012,544			(19	%)
Net income		2,850,679			3,465,452			(18	%)
Noncontrolling interests		-			(158,439	)		(100	%)
Net income attributable to common stockholders	$	2,850,679		$	3,307,013			(14	%)

The following table sets forth in U.S. dollars, key components of our unaudited results of operations for the nine months ended February 28, 2017 and February 29, 2016, and the percentage change between 2017 and 2016.

	Nine Months Ended February 28, 2017 and February 29, 2016,
	2017			2016			Percentage
	(U.S. $)			(U.S. $)			Change

Revenue	$	7,289,815		$	19,130,031			(62	%)
Cost of revenue		(1,333,148	)		(12,250,760	)		(89	%)
Gross profit		5,956,667			6,879,271			(13	%)
Selling expenses		510,234			907,819			(44	%)
General and administrative expenses		696,399			878,897			(21	%)
Total operating expenses		1,206,633			1,786,716			(32	%)
Operating income		4,750,034			5,092,555			(7	%)
Other operating income		1,026,885			981,096			5	%
Income before provision for income taxes		5,776,919			6,073,651			(5	%)
Provision for income taxes		1,297,023			1,358,231			(5	%)
Net income		4,479,896			4,715,420			(5	%)
Noncontrolling interests		-			(212,096	)		(100	%)
Net income attributable to common stockholders	$	4,479,896		$	4,503,324			(1	%)

Revenue

We generated $47,~~663~~289,~~525~~815 in revenue for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, as compared to $1719,130,~~310~~031 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016. Our revenue for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 decreased by $1211,~~466~~840,~~785~~216 or 7362% compared to the revenue for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016. The primary reason for the significant decrease in revenue was mainly due to the sale of three garbage processing equipment for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016 but no such sales during the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017.

3941

The following table sets forth our revenue for the ~~three~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016:

	Six Months Ended November 30,
	2016			2015			Percentage
	(U.S. $)			(U.S. $)			Change
Improvements and Upgrading Services		$	1,225,150		$	477,300	157		%
Patent Leasing	2,263,539			2,052,390			10		%
Sales type lease	-			14,555,293			(100		%)
Operating lease			1,174,836			45,327		2,492	%
Total		$	4,663,525		$	17,130,310		(73	%)

Improvement and Upgrading Services

During the six months ended November 30, 2016, we provided improvement and upgrading services to three customers and generated revenue of $1,225,150. As comparison, for the six months ended November 30, 2015, we only provided such services to one customer and generated $477,300 in revenue. The services were completed and accepted by the customer and the payment was received in full as of November 30, 2016. While our core business still focuses on providing improvement and upgrading services for customers' garbage processing equipment, we have also begun selling or leasing our garbage processing equipment.

	Nine Months Ended February 28, 2017 and February 29, 2016,
	2017			2016			Percentage
	(U.S. $)			(U.S. $)			Change

Improvements and Upgrading Services		$	1,982,269		$	1,289,040	54		%
Patent Leasing	3,461,575			3,065,400			13		%
Sales type lease	-			14,381,471			(100		%)
Operating lease			1,845,971			394,120		368	%
Total		$	7,289,815		$	19,130,031		(62	%)

During the nine months ended February 28, 2017, we provided improvement and upgrading services to five customers and generated revenue of $1,982,269. As comparison, for the nine months ended February 29, 2016, we only provided such services to two customers and generated $1,289,040 in revenue. The services were completed and accepted by the customer and the payment was received in full as of February 28, 2017 and February 29, 2016. While our core business still focuses on providing improvement and upgrading services for customers' garbage processing equipment, we have also begun selling or leasing our garbage processing equipment.

Patent Licensing

For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, revenue from patent licensing was from 1819 unrelated customers totaling $23,~~263~~461,~~539~~575. As 16 customers were licensed in the prior year and ~~two~~three customers commenced on September 1, 2016, October 1, 2016 and ~~October~~February 1, ~~2016~~2017, respectively, the patent licensing revenue was recognized for the whole ~~six~~nine months for these 1416 customers, for ~~three~~six months for the customer commenced on September 1, 2016, ~~and~~ for ~~two~~five months for the customer commenced on October 1, 2016 and for one month for the customer commenced on February 1, 2017. For the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016, revenue from patent licensing was from 15 unrelated customers totaling $23,~~052~~065,~~390~~400. As 14 customers were licensed in the prior year and one commenced in October 1, 2015, the patent licensing revenue was recognized for the whole ~~six~~nine months for these 14 customers.

Sales Type Lease

For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, we didn't have any sales type lease revenue. During the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016, we leased three units of garbage processing equipment to two ~~customer~~customers. These sales were recognized as sales type leases because title to the equipment will be transferred to the customers at the end of the lease. The three units of equipment were sold for $14,~~555~~381,~~293~~471 after the VAT. We received 2633.69% and 2027.5% of the selling price from the two customers during the ~~six~~nine months ended ~~November~~February 3028, ~~2015~~2017, respectively. We will receive quarterly payment of approximately $1,~~135~~124,~~440~~000 during the following three years plus 5.25% interest.

Operating lease

During the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, we had ~~four~~five operating leases for a 300-ton and ~~three~~four 500-ton garbage processing system. The lease period is 5 years with annual lease payments of $~~597~~591,~~600~~722 (for the one 300-ton garbage processing system) and $2,~~151~~840,~~360~~267 (for the ~~three~~four 500-ton garbage processing system), respectively, before VAT. The 300-ton garbage processing system was delivered and tested in the beginning of November 2015. The two 500-ton garbage processing systems were delivered and tested in the beginning of January 2016. Another two 500-ton garbage processing system ~~was~~were delivered and tested in the end of April 2016 and December 2016, respectively. These leases are being accounted for as operating leases because they have no renewal or purchase option. At the end of the five years, either a new lease will be negotiated or the equipment will be returned. For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, we generated operating lease revenue of 1,~~174~~845,~~836~~971 for the ~~four~~five units of equipment. ~~For~~which ~~the~~included ~~six~~a ~~months~~500-ton ~~ended~~equipment ~~November~~lease ~~30,~~commenced ~~2015,~~in as the ~~300-ton~~end ~~garbage~~of ~~processing~~December ~~system~~2016 ~~was~~and ~~delivered~~only ~~and~~generated ~~tested~~lease inrevenue for two months. For the ~~beginning~~nine ofmonths ~~November~~ended ~~2015~~February ~~and~~29, ~~one~~2016, ~~month's~~we generated operating lease ~~payment~~ revenue of ~~$45~~394,~~327~~120 ~~was~~for ~~recognized~~the asthree ~~operating~~units ~~lease~~of ~~revenue~~equipment.

Cost of Goods Sold

Our cost of goods sold decreased to $~~829~~1,~~530~~333,148 for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 from $12,~~074~~250,~~133~~760 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016, which represented a decrease of 9389%. This is mainly attributable to the $11,~~744~~604,~~343~~089 cost of the garbage processing equipment sold under the sales type lease for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016. For improvement and upgrading service and patent licensing revenue, the cost primarily consists of fees paid to the related party for licensing the patent, employees' salaries and training expenses. In addition, the cost of the garbage processing equipment also includes various equipment and supplies necessary for assembling and installing equipment and the related labor. For the operating lease revenue, the depreciation of the garbage processing equipment is also included in the cost of revenue.

Gross Profit

Our gross profit decreased to $35,~~833~~956,~~995~~667 for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 from $56,~~056~~879,~~177~~271 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016. Our gross profit ratio was significantly increased because our business stream has resulted in a high gross margin for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 without cost of garbage processing equipment under the sales type leases. Our cost of goods sold is almost entirely direct labor and patent licensing fees, depreciation on the leased equipment and other operating expenses for the ~~three~~nine months ended ~~November~~February 3028, 2017 and February 29, 2016. The gross profit ratio for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was 82% and 3036%, respectively.

Selling and Marketing Expenses

Our selling and marketing expenses decreased to $~~328~~510,~~643~~234 for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 from $~~561~~907,~~319~~819 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016 which represented a decrease of 4144%. Our selling and marketing expenses were primarily comprised of sales employees' salaries, advertising expenses, training expenses and travelling expenses. The decrease was primarily due to the significant decrease in advertising, travelling and entertainment expenses.

General and Administrative Expenses

Our general and administrative expenses decreased to $~~543~~696,~~313~~399 for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 from $~~595~~878,~~302~~897 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016, representing a 921% decrease. Our general and administrative expenses were primarily comprised of employees' salaries, travelling expenses, entertainment expenses and professional fees such as legal and audit fees. The decrease was primarily caused by the decrease in travelling and entertainment expenses.

Non-operating income

Our non-operating income included interest income and government subsidy. Despite our large cash balances, the interest income generated for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was still nominal for principally two reasons: 1) extremely low bank's current deposit interest rate and 2) minimal fluctuation of the annual interest rates within a 0.30% range. The interest income reported is net after deducting bank service charges. For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, our interest income also includes interest of $~~246~~347,~~984~~063 and $65222,~~244~~241, respectively, earned on the sales type leases. Our non-operating income also included government subsidy. Our wholly owned subsidiary, Linyi Xuefeng, received government subsidy of approximate $~~896~~888,000 (RMB 6,000,000) annually. For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, the income of government subsidy was $~~448~~665,~~226~~688 and $~~475~~707,~~820~~400 under accrue basis, respectively.

Provision for Income Taxes

Our provision for income taxes decreased to $~~816~~1,~~880~~297,023 for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 from $1,~~012~~358,~~544~~231 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016. The increase in the provision for income taxes was primarily due to the increase in our pre-tax income. Our effective tax rate for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was approximately the statutory rate of 25%. Our tax filings for the calendar year ended December 31, 2015 were examined by the PRC tax authorities in May 2016. Our prior filings were accepted and no adjustments were proposed. ~~The~~Our ~~increase~~tax infilings for the ~~provision~~calendar ~~for~~year ~~income~~ended ~~taxes~~December ~~was~~31, ~~primarily~~2016 ~~due~~will tobe ~~the~~examined ~~increase~~ in ~~our~~May ~~pre-tax income~~2017.

Net Income

For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, we generated net income of $24,~~850~~479,~~679~~896 and $34,~~465~~715,~~452~~420, respectively. This represented a decrease in net income of $~~614~~235,~~773~~524 or 185%. We terminated the variable interest entity agreement on January 11, 2016. For that reason, we reflected a "non-controlling interest" of $0 and $~~158~~212,~~439~~096 for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, respectively, before recognizing net income attributable to the common stockholders of the Company. After the "non-controlling interest", our net income attributable to the common stockholders' of the Company for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was $24,~~850~~479,~~679~~896 and $34,~~307~~503,~~013~~324, respectively, representing $0.0507 per share and $0.0507 per share, respectively.

Foreign Currency Translation Adjustment

Our reporting currency is the U.S. dollar. Our local currency, Renminbi (RMB), is our functional currency. Results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate as quoted by the People's Bank of China at the end of the period. Equity transactions are recorded at their historical amounts. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of stockholders' equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. For the three and ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016, a foreign currency gain (loss) of $(187,~~568,218)~~049 and $(1,~~051~~024,~~507~~809), respectively, $(2,~~319~~231,~~003~~954) and $(~~102~~1,~~828~~127,637), respectively, have been reported as other comprehensive income (loss) in the consolidated statements of income and other comprehensive income (loss). The foreign currency loss was mainly due to the devaluation of the Chinese currency by approximately 6.57%.

Liquidity and Capital Resources

As of ~~November~~February 3028, ~~2016~~2017, we had cash and cash equivalents of $56,~~240~~253,~~737~~270, primarily consisting of cash on hand and demand deposits. The cash balance was principally derived from cash from operations and loan from shareholders.

To date, we have financed our operations primarily through cash flows from operations and loan from our shareholder. We believe that our cash on hand and cash flows from operations will meet our present cash needs for the next 12 months.

Operating activities

Net cash provided in operating activities was $47,~~035~~490,~~001~~231 for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, as compared with the net cash used by operating activities of $168,~~019~~499,~~420~~418 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016. For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, the decrease in the accounts receivable of $23,~~024~~025,~~011~~754, depreciation expenses of $~~618~~992,~~489~~137, increase in prepaid VAT of ~~552~~1,~~883~~218,759, the increase in prepaid expenses of $~~245~~213,~~628~~020 and the ~~decrease~~increase in ~~accounts~~deferred ~~payable~~revenue ~~and other accrued liabilities~~ of $~~654~~547,~~862~~343 mainly caused the difference between the net cash provided by operating activities and the net income. For the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016, the increase in accounts receivable of $1211,~~425~~140,~~625~~158, depreciation expenses of $247,086, the increase in ~~advance~~prepaid toVAT ~~supplier~~ of $63,~~368~~109,~~880~~582, the increase in ~~prepaid~~accounts ~~VAT~~payable and accrued liabilities of $1400,~~356,754,~~385 and the increase in ~~accounts~~deferred ~~payable~~revenue of $~~735~~310,~~566~~077 primarily caused the difference between the net cash used by operating activities and the net income.

Investing activities

Net cash used in investing activities represented the purchase of fixed assets that was $47,~~501~~458,~~517~~984 for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and $1524,~~902~~747,~~382~~871 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016.

Financing activities

For the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, we ~~did~~received ~~not~~security ~~have~~deposit ~~any~~payable ~~cash~~of ~~provided~~$710,067 orfor ~~used~~the byleased ~~any financing activities~~equipment. For the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016, we received a loan from unrelated party of $~~459~~455,~~958~~880 and a loan from shareholder of $12,~~688~~654,~~507~~600 from our shareholder which was primarily used for the construction of Linyi Xuefeng and the payment for U.S professional expenses. For the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016, we also repaid ~~shareholder~~unrelated party loan of $~~317~~314,~~213~~400. We also received a security deposit of $~~624~~2,~~400~~075,360 for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016.

Effect of exchange rate on cash

The negative effect of the exchange rate on cash of $~~204~~(400,~~853~~150) and $~~993~~(1,~~789~~298,987), respectively, for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016 was principally due to the devaluation by the PRC government of their currency. There could be further negative adjustments should the PRC government or the exchange markets further devalue the Chinese currency.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

4244

~~ITEM~~Item 3. ~~QUANTITATIVE~~ ~~AND~~Quantitative ~~QUALITATIVE~~and ~~DISCLOSURES~~Qualitative ~~ABOUT~~Disclosures ~~MARKET~~About ~~RISK~~Market Risk.

Interest Rate Risk

Changes in interest rates may affect the interest earned and therefore affect our cash flows and results of operations. However, we do not believe that this interest rate change risk is significant.

Currency Exchange Fluctuations

All of the Company's revenues are denominated in Chinese Renminbi, while its expenses are denominated primarily in Chinese Renminbi ("RMB"). The value of the RMB-to-U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Since 1994, the conversion of Renminbi into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China ("PBOC"), which are set daily based on the previous day's inter-bank foreign exchange market rates and current exchange rates on the world financial markets. Since 1994, the official exchange rate for the conversion of Renminbi to U.S. dollars had generally been stable and the Renminbi had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of Chinese Renminbi to the U.S. dollar. Under the new policy, Chinese Renminbi may fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently there has been increased political pressure on the Chinese government to decouple the Renminbi from the United States dollar. At the recent quarterly regular meeting of PBOC, its Currency Policy Committee affirmed the effects of the reform on Chinese Renminbi exchange rate. Since February 2006, the new currency rate system has been operated; the currency rate of Renminbi has become more flexible while basically maintaining stable and the expectation for a larger appreciation range is shrinking. In August 2015, the People's Bank of China adopted a new policy with regard to currency exchange, which led to devaluation of its currency by approximately 4.45%. Since the policy change, RMB has depreciated a total of 6.7%. The Company has never engaged in currency hedging operations and has no present intention to do so.

All of the Company's revenues are denominated in Chinese Renminbi, while its expenses are denominated primarily in Chinese Renminbi ("RMB"). The value of the RMB-to-U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. Since 1994, the conversion of Renminbi into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China ("PBOC"), which are set daily based on the previous day's inter-bank foreign exchange market rates and current exchange rates on the world financial markets. Since 1994, the official exchange rate for the conversion of Renminbi to U.S. dollars had generally been stable and the Renminbi had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of Chinese Renminbi to the U.S. dollar. Under the new policy, Chinese Renminbi may fluctuate within a narrow and managed band against a basket of certain foreign currencies. Recently there has been increased political pressure on the Chinese government to decouple the Renminbi from the United States dollar. At the recent quarterly regular meeting of PBOC, its Currency Policy Committee affirmed the effects of the reform on Chinese Renminbi exchange rate. Since February 2006, the new currency rate system has been operated; the currency rate of Renminbi has become more flexible while basically maintaining stable and the expectation for a larger appreciation range is shrinking. In August 2015, the PRC government devalued its currency by approximately 6.5%. The Company has never engaged in currency hedging operations and has no present intention to do so.

Country Risk

A substantial portion of our assets and operations are located and conducted in PRC. While the PRC economy has experienced significant growth in the past twenty years, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of China, but may also have a negative effect on us. For example, our operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations applicable to us. If there are any changes in any policies by the Chinese government and our business is negatively affected as a result, then our financial results, including our ability to generate revenue and profits, will also be negatively affected. Economic growth in the PRC has recently begun to slow.

~~ITEM~~Item 4. Controls ~~CONTROLS~~and ~~AND PROCEDURES~~Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of ~~November~~February 3028, ~~2016~~2017.

~~Disclosure~~Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit ~~under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),~~ is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC 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 recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Management conducted its evaluation of disclosure controls and procedures under the supervision of our Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, because of the material weakness in internal control over financial reporting, our disclosure controls and procedures were not effective as of November 30, 2016.45

AManagement ~~material~~carried ~~weakness~~out isan aevaluation ~~deficiency, or combination~~ of ~~deficiencies,~~disclosure incontrols ~~internal~~and ~~control~~procedures ~~over~~under ~~financial~~the ~~reporting,~~supervision ~~such~~of ~~that~~our ~~there~~Chief isExecutive aOfficer ~~reasonable~~and ~~possibility~~Chief ~~that~~Financial aOfficer. ~~material~~Based ~~misstatement~~on ofthat ~~the~~evaluation, ~~Company's~~our ~~annual~~Chief orExecutive ~~interim~~Officer ~~financial~~and ~~statements~~Chief ~~will~~Financial ~~not~~Officer beconcluded ~~prevented~~that, orbecause ~~detected on a timely basis. In its assessment~~ of the ~~effectiveness~~material ofweakness in internal control over financial reporting ~~as of November 30~~, ~~2016,~~our ~~the~~disclosure ~~Company~~controls ~~determined~~and ~~that~~procedures ~~there~~ were ~~control~~not ~~deficiencies~~effective ~~that~~as ~~constituted~~of ~~the~~February ~~following~~28, ~~material weaknesses:~~2017.

43A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of February 28, 2017, the Company determined that there were control deficiencies that constituted the following material weaknesses:

●	The Company does not have a sufficient number of accounting personnel, which would provide segregation of duties within our internal control procedures to support the accurate and timely reporting of our financial results.

●	The Company's current accounting personnel lack experience and knowledge in identifying and resolving complex accounting issues under U.S. Generally Accepted Accounting Principles (GAAP).

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

4446

PART II - —OTHER INFORMATION

~~ITEM~~Item 1. ~~LEGAL~~ ~~PROCEEDINGS~~Legal Proceedings.

WeFrom ~~are~~time ~~currently~~to ~~not~~time, we may become involved in ~~any~~ litigation ~~that~~relating weto ~~believe~~claims ~~could~~arising ~~have~~out aof ~~material~~its ~~adverse~~operations ~~effect~~in onthe ~~our~~normal ~~financial~~course ~~condition or results~~ of ~~operations~~business. ~~There~~We isare nonot ~~action,~~involved ~~suit,~~in ~~proceeding, inquiry or investigation before or by~~ any ~~court,~~pending ~~public~~legal ~~board,~~proceeding ~~government agency, self-regulatory organization~~ or ~~body~~litigation ~~pending or~~and, to the ~~knowledge~~best of ~~the~~our ~~executive~~knowledge, ~~officers~~no ofgovernmental ~~our~~authority ~~company~~is orcontemplating any ofproceeding ~~our~~to ~~subsidiaries,~~which ~~threatened~~we ~~against~~are ora ~~affecting~~party ~~our~~or ~~company,~~to ~~our~~which ~~common stock,~~ any of our ~~subsidiaries~~properties oris ~~of our companies or our subsidiaries officers or directors in their capacities as such~~subject, in which anwould ~~adverse~~reasonably ~~decision~~be ~~could~~likely to have a material adverse effect on us.

~~ITEM~~Item 1A. ~~RISK~~Risk ~~FACTORS~~Factors.

WeThere ~~believe there~~ are no ~~changes that constitute~~ material changes ~~from~~to the risk factors ~~previously~~as ~~disclosed~~set forth in ~~our~~the Annual Report on Form 10-K ~~and subsequent amendments~~ filed with the SEC on August 30, 2016~~, November 15, 2016 and December 28, 2016~~.

~~ITEM~~Item 2. ~~UNREGISTERED~~ ~~SALES~~Unregistered OFSales ~~EQUITY~~of ~~SECURITIES~~Equity ~~AND~~Securities ~~USE~~and OFUse ~~PROCEEDS~~of Proceeds.

There were no unregistered sales of the Company's equity securities during the ~~nine~~three months ended ~~November~~February 3028, ~~2016~~2017, that were not otherwise disclosed in a Current Report on Form 8-K.

~~ITEM~~Item 3. ~~DEFAULTS~~ ~~UPON~~Defaults ~~SENIOR~~Upon ~~SECURITIES~~Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

~~ITEM~~Item 4. ~~MINE~~ ~~SAFETY~~Mine ~~DISCLOSURES~~Safety Disclosures.

Not ~~Applicable~~applicable.

~~ITEM~~Item 5. ~~OTHER~~ ~~INFORMATION~~Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

ITEM 6. EXHIBITS

Exhibit No.		Description
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 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**

*		Filed herewith
**		In accordance with Regulation S-T, the XBRL related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed "furnished" herewith not "filed".
+		In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed".

SIGNATURES

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

	China Xuefeng Environmental Engineering Inc.
Date: January 17, 2017	By:	/s/ Li Yuan
		Li Yuan
		Chief Executive Officer Principal Executive Officer
Date: January 17, 2017	By:	/s/ Kuanfu Fan
		Kuanfu Fan
		Chief Financial Officer Principal Financial Officer

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+		Certification of Principal Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+		Certification of Principal Financial Officer of the Company, 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

+In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.

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, there unto duly authorized.

	China Xuefeng Environmental Engineering Inc.


Date: April 14, 2017	By:	/s/ Li Yuan
		Li Yuan
		Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)


Date: April 14, 2017	By:	/s/ Kuanfu Fan
		Kuanfu Fan
		Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

Statutory rate

Government subsidy

Effective income tax rate