UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 10-Q

_____________________

(Mark One)

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

For the quarterly period ended ~~September~~December 3031, 2011

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

For the transition period from ______to______.

Commission File Number.: 333-110324

REBORNNE (USA) INC.

(Exact name of registrant as specified in its charter)

Florida		90-0515106
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)

Level 23, 120 Albert Street Auckland City, Aukland New Zealand		1010
(Address of principal executive offices)		(Zip Code)

(+0064) 9-909-8886

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes xo No ox

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

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

Large accelerated filer	o	Accelerated filer	o

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

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

~~Yes~~State the number of shares outstanding of each of the issuer’s classes of common equity: As of March 6, 2011 there were ~~o No~~60,191,928 xshares of common stock, par value $0.001 per share, issued and outstanding.

State the number of shares outstanding of each of the issuer’s classes of common equity: As of November 21, 2011 there were 54,807,032 shares of common stock, par value $0.001 per share, issued and outstanding.

REBORNNE (USA), INC.

FORM 10-Q

~~September~~December 3031, 2011

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION		Page
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2423
Item 4.	Controls and Procedures.	2423
PART II— OTHER INFORMATION
Item 6.	Exhibits.	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23
SIGNATURES
Item 5.	Other Information.	23
Item 6.	Exhibits.	24
SIGNATURES		25

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Rebornne (USA), Inc.

Unaudited Consolidated Financial Statements

~~September~~December 3031, 2011 and March 31, 2011

(Stated in US Dollars)

Rebornne (USA), Inc.

Contents	Pages

Report of Independent Registered Public Accounting Firm	1

Consolidated Balance Sheets	2 - 3

Consolidated Statements of Income	4

Consolidated Statements of Changes in Stockholder’s Equity	5

Consolidated Statements of Cash Flows	6 - 7

Notes to Consolidated Financial Statements	8 – 19

Report of Independent Registered Public Accounting Firm

To: The Stockholder and Board of Directors Rebornne (USA), Inc.

We have reviewed the accompanying interim consolidated Balance Sheets of Rebornne (USA), Inc. (“the Company”) as of December 31, 2011 and March 31, 2011, and the related statements of income, changes in stockholder’s equity, and cash flows for the three and nine months periods ended December 31, 2011. These interim consolidated financial statements are the responsibility of the Company's management.

We have reviewed the accompanying interim consolidated Balance Sheets of Rebornne (USA), Inc. (“the Company”) as of September 30, 2011 and March 31, 2011, and the related statements of income, changes in stockholder’s equity, and cash flows for the three and six months periods ended September 30, 2011 and 2010. These interim consolidated financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.

San Mateo, California	Samuel H. Wong & Co., LLP
November 11, 2011	Certified Public Accountants
February 11, 2012	Certified Public Accountants

Rebornne (USA), Inc.

Consolidated Balance Sheets

As of September 30, 2011 and March 31, 2011

(Stated in US Dollars)

ASSETS	Notes		0912/3031/2011		03/31/2011
Current Assets
Cash and Cash Equivalents			$	~~483~~691,~~694~~441	$	592,086
Accounts Receivable				~~574~~815,~~053~~239		74,984
Other Receivable				~~141~~133,~~679~~318		80,190
Inventories		3		1767,~~153,999~~214		1,401,273
Advance to Suppliers				1,~~029~~080,~~684~~096		952,865
Related Parties Receivable		4		~~390~~450,~~488~~543		380,096
Prepaid Expenses				108,~~703~~307		1,075
Total Current Assets				3,~~784~~946,~~300~~158		3,482,569
Non-Current Assets
Property, Plant & Equipment, net		5		2,~~311~~220,~~235~~426		2,506,049
Intangible Assets		6		726,637		152,437
Other asset deposit				1,100		-
Long-term Investment		7		29,970		29,970
TOTAL ASSETS			$	6,~~852~~924,~~142~~291	$	6,171,025
LIABILITIES
Current Liabilities
Accounts Payable			$	~~270~~317,~~785~~503	$	330,947
Taxes Payable		8		1,~~612~~828,~~002~~249		1,224,411
Other Payable				~~206~~368,~~478~~856		168,464
Current Portion of Long-term Debt		9		17,~~309~~763		15,987
Note Payable		10		~~279~~294,~~707~~092		106,706
Related Party Payable				~~709~~566,~~643~~710		732,239
Customer Deposits				~~562~~272,~~716~~168		1,154,280
Total Current Liabilities			$	3,~~658~~665,~~640~~341	$	3,733,034
Non-Current Liabilities
Long-term Debt		9		3732,~~420~~675		45,328
TOTAL LIABILITIES			$	3,~~696~~698,~~060~~016	$	3,778,362

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Consolidated Balance Sheets

As of September 30, 2011 and March 31, 2011

(Stated in US Dollars)

STOCKHOLDER’S EQUITY
Preferred Stock ($0.001 par value, 10,000,000 shares authorized, 0 share issued and outstanding at September 30, 2011 and March 31, 2011) Common Stock ($0.001 par value, 100,000,000 shares authorized, 60,191,928 and 52,546,997 shares issued and outstanding at September 30, 2011 and March 31, 2011 respectively)	$	60,192	$	52,547
Preferred Stock ($0.001 par value, 10,000,000 shares authorized, 0 share issued and outstanding at December 31, 2011 and March 31, 2011) Common Stock ($0.001 par value, 100,000,000 shares authorized, 60,191,928 and 52,546,997 shares issued and outstanding at December 31, 2011 and March 31, 2011 respectively)	$	60,192	$	52,547
Additional Paid in Capital		2,419,935		468,288
Retained Earnings		~~588~~652,~~353~~319		1,756,932
Accumulated Other Comprehensive Income		8793,~~602~~829		114,896
TOTAL STOCKHOLDER’S EQUITY		3,~~156~~226,~~082~~275		2,392,663
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	6,~~852~~924,~~142~~291	$	616,171,025

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Consolidated Statements of Income

For the three and ~~six~~nine months ended ~~September~~December 3031, 2011 and 2010

(Stated in US Dollars)

Three Months

~~Six~~Nine Months

Three Months

~~Six~~Nine Months

Ended

9/30/2011

9/30/2010

12/31/2011

12/31/2010

Revenue

Sales

1,~~084~~200,~~120~~192

23,~~374~~574,~~269~~461

1938,~~708,684~~901

23,~~727~~666,~~464~~365

Cost of Goods Sold

~~520~~671,~~861~~389

1,~~234~~905,~~298~~687

~~967~~168,~~299~~400

1,~~351~~520,~~602~~002

Gross Profit

~~563~~528,~~259~~803

1,~~139~~668,~~971~~774

~~741~~770,~~385~~501

12,~~375~~146,~~862~~363

Operating Expenses

Selling Expenses

2622,~~031~~777

~~227~~250,~~615~~392

91209,~~376~~043

~~321~~530,~~240~~283

General & Administrative Expenses

1364,~~630,302~~722

12,~~989~~354,~~969~~691

~~489~~480,~~545~~751

~~891~~1,~~997~~372,748

Total Operating Expenses

1387,~~756,333~~499

2,~~217~~605,~~584~~083

~~580~~689,~~921~~794

1,~~213~~903,~~237~~031

Operating Income (Loss)

(1141,~~193,074~~304

)

(1936,~~077,613~~309

)

~~160~~80,~~464~~707

~~162~~243,~~625~~332

Other Income (Expenses)

Other Income

~~1,050~~258

1,~~331~~589

1308

~~241~~321

Other Expenses

(2,~~194~~578

)

(52,~~986~~549

)

~~(3,651~~-

)

(3,~~775~~547

)

Interest Income

156,020

2934

~~145~~-

~~201~~105

Interest Expense

(1517,~~824~~049

)

(3249,~~356~~405

)

(12,~~479~~064

)

(13,~~479~~447

)

Total Other Income (Expenses)

(1613,~~953~~349

)

(3650,~~982~~331

)

(41,~~984~~756

)

(46,~~812~~568

)

Earnings (Loss) before Tax

(1127,~~210,027~~955

)

(1986,~~114,595~~640

)

~~155~~78,~~480~~951

~~157~~236,~~813~~764

Income Tax

(963,~~257~~989

)

(53117,~~984~~973

)

-(38,469

)

-(38,469

)

Net Income (Loss)

(163,~~219,284~~966

)

(1,~~168~~104,~~579~~613

)

~~155~~40,~~480~~482

~~157~~198,~~813~~295

Earnings per share
- Basic	$	(0.0200	)	$	(0.02	)	$	0.0100	$	0.0100
- Diluted	$	(0.0200	)	$	(0.02	)	$	0.0100	$	0.0100
Weighted average shares outstanding
- Basic		5960,~~196~~191,~~893~~928			5758,~~013~~077,~~957~~312			2652,546,997		2652,546,997
- Diluted		5960,~~196~~191,~~893~~928			5758,~~013~~077,~~957~~312			2652,546,997		2652,546,997

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Consolidated Statements of Changes in Stockholder’s Equity

As of ~~September~~December 3031, 2011 and March 31, 2011

(Stated in US Dollars)

										Accumulated
	Number				Additional					Other
	Of		Common		Paid in		Retained			Comprehensive
	Shares		Stock		Capital		Earnings			Income			Total
Balance at April 1, 2010		26,546,997	$	26,547	$	835	$	1,634,480		$	(2,160	)	$	1,659,702
Issuance of common stock		26,000,000		26,000		467,453		-			-			493,453
Net Income		-		-		-		122,452			-			122,452
Foreign Currency Translation Adjustment		-		-		-		-			117,056			117,056
Balance at March 31, 2011		52,546,997		52,547		468,288		1,756,932			114,896			2,392,663
Balance at April 1, 2011		52,546,997	$	52,547	$	468,288	$	1,756,932		$	114,896		$	2,392,663
Issuance of common stock		2,260,035		2,260		239,250		-			-			241,510
Value of stocks grant to distributors		3,584,896		3,585		1,139,997		-			-			1,143,582
Value of stocks to acquire intangible asset		1,800,000		1,800		572,400		-			-			574,200
Net Income		-		-		-		(1,168,579	)		-			(1,168,579	)
Net Income/(Loss)		-		-		-		(1,104,613	)		-			(1,104,613	)
Foreign Currency Translation Adjustment		-		-		-		-			(2721,~~294~~067	)		(2721,~~294~~067	)
Balance at September 30, 2011		60,191,928		60,192		2,419,935		588,353			87,602			3,156,082
Balance at December 31, 2011		60,191,928		60,192		2,419,935		652,319			93,829			3,226,275

	Comprehensive Income
	09/30/2011			03/31/2011		Accumulated Total
	12/31/2011			03/31/2011		Accumulated Total
Net Income	$	(1,168,579	)	$	122,452	$	(1,046,127	)
Net Income/(Loss)	$	(1,104,613	)	$	122,452	$	(982,161	)
Foreign Currency Translation Adjustment		(2721,~~294~~067	)		117,056		8995,~~762~~989
	$	(1,~~195~~125,~~873~~680	)	$	239,508	$	(~~956~~886,~~365~~172	)

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Consolidated Statements of Cash Flows

For the three and ~~six~~nine months ended ~~September~~December 3031, 2011 and March 31, 2011

(Stated in US Dollars)

	Three Months			~~Six~~Nine Months			Three Months			~~Six~~Nine Months
	Ended			Ended			Ended			Ended
	9/30/2011			9/30/2011			9/30/2010			9/30/2010
	12/31/2011			12/31/2011			12/31/2010			12/31/2010
Cash flows from operating activities
Net Income	$	(1,219,284	)	$	(1,168,579	)	$	155,480		$	157,813
Net Income/(Loss)	$	63,966		$	(1,104,613	)	$	40,482		$	198,295
Depreciation		9390,~~344~~809			~~194~~285,~~814~~623			6778,~~209~~294			~~136~~214,~~351~~645
Loss on Disposal of Property, Plant and Equipment		-			-			~~3,271~~-			3,271
Finance charges on obligations under financial leases		1,~~665~~543			67,~~320~~863			-			-
Stock compensation		~~1,143,582~~-			1,143,582			-			-
Decrease/(Increase) in Accounts Receivable		(~~359~~241,~~383~~187	)		(~~499~~740,~~068~~255	)		56(55,~~044~~099	)		(2378,~~805~~904	)
Decrease/(Increase) in Other Receivable		~~(36~~8,~~799~~361	)		(6153,~~489~~128	)		71(11,~~244~~071	)		(3243,~~846~~917	)
Decrease/(Increase) in inventory		~~(170~~386,~~581~~785	)		~~238~~625,~~641~~426			~~(983~~364,~~415~~994	)		(1710,~~090,300~~678	)
Decrease/(Increase) in Advance to Suppliers		(4550,~~868~~412	)		(76127,~~819~~231	)		(57878,~~547~~113	)		(21899,~~042~~155	)
Decrease/(Increase) in Related Party Receivable		(460,~~126~~055	)		(1070,~~392~~447	)		~~(413~~41,~~780~~636	)		(~~440~~398,~~478~~842	)
Decrease/(Increase) in Prepaid Expenses		(32,~~581~~396	)		~~(995~~1,401	)		-			~~14,628~~-
Increase/(Decrease) in Note Payable		~~171~~(177,~~407~~581	)		~~173~~(4,~~001~~580	)		-			-
Increase/(Decrease) in Accounts Payable		~~(36~~46,~~809~~718	)		(6013,~~162~~444	)		~~709~~(592,~~771~~277	)		~~799~~207,~~491~~214
Increase/(Decrease) in Taxes Payable		~~189~~216,~~743~~247			~~387~~603,~~591~~838			97196,~~267~~483			~~217~~414,~~594~~077
Increase/(Decrease) in other payable		22162,~~893~~377			38200,~~014~~391			~~464~~32,~~697~~682			~~481~~514,~~677~~359
Increase/(Decrease) in related party payable		78(142,~~024~~932	)		(22165,~~596~~528	)		(~~291~~82,~~157~~761	)		(~~216~~299,~~589~~350	)
Increase/(Decrease) in Customer Deposits		(~~126~~290,~~650~~548	)		(~~591~~882,~~564~~112	)		~~408~~96,~~182~~883			~~474~~571,~~339~~222
Cash Sourced/(Used) in Operating Activities		~~(302~~16,~~423~~487	)		(~~309~~293,~~701~~214	)		~~287~~(767,~~266~~867	)		~~460~~(307,~~104~~763	)
Cash Flows from Investing Activities
Purchase of Property, Plant, and Equipment		-			-			(40,628	)		(51,954	)
Purchase of Intangible Assets
Proceeds from Disposal of Property, Plant and Equipment		-			-			3,100			3,100
Purchase of Property, Plant, and Equipment		-			-			(35,391	)		(89,478	)
Disposal (Purchase) of Other Assets		6,189			-			-			(7,467	)
Proceeds from Disposal of Property, Plant and Equipment		-			-			-			3,100
Cash Used/(Sourced) in Investing Activities		6,189			-			(37,528	)		(56,321	)
Disposal (Purchase) of Other Assets		(1,100	)		(1,100	)		-			(5,334	)
Cash Flows from Financing Activities								-			-
Cash Used/(Sourced) in Investing Activities		(1,100	)		(1,100	)		(35,391	)		(91,712	)
Issuance of Common Stock		-			241,510			-			-
Cash Flows from Financing Activities
Principal repayments of obligation under finance lease		(8,791	)		(12,907	)		(2,187	)		(2,187	)
Issuance of Common Stock		-			241,510			520,000			520,000
Cash Sourced/(Used) in Financing Activities		(8,791	)		228,603			(2,187	)		(2,187	)
Payment of Long-term Debt		186,133			173,226			(11,256	)		(13,443	)
Principal repayments of obligation under finance lease		-			-			-			-
Cash Sourced/(Used) in Financing Activities		186,133			414,736			508,744			506,557

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Consolidated Statements of Cash Flows

For the three and ~~six~~nine months ended ~~September~~December 3031, 2011 and March 31, 2011

(Stated in US Dollars)

Net Increase/(Decrease) in Cash & Cash Equivalents for the Period

~~(305~~201,~~025~~520

)

~~(81~~120,~~098~~422

)

~~247~~(294,~~551~~514

)

~~401~~107,~~596~~082

Effect of Other Comprehensive Income

726,~~233~~227

(2721,~~294~~067

)

~~906~~30,874

6394,~~178~~052

Cash & Cash Equivalents at Beginning of Period

~~716~~483,~~486~~694

592,086

~~601~~850,~~762~~219

385,445

Cash & Cash Equivalents at End of Period

~~483~~691,~~694~~441

~~850~~586,~~219~~579

Non-cash Investing Activity

Purchase of Intangible Asset by Way of Issue Share

~~574,200~~-

574,200

Purchase of Motor Vehicle by Way of Long-term Debt

~~66,628~~-

66,628

See Notes to Consolidated Financial Statements and Accountant’s Report

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

1. The Company and Principal Business Activities

Rebornne (USA), Inc. (the “Company”), formerly BTX Holdings, Inc., is a holding company whose primary business operations are conducted through its operating subsidiaries Rebornne New Zealand Ltd. (“Rebornne NZ”), Rebornne (Guangzhou) Diary Company (“Rebornne Guangzhou”), Rebornne (Shenzhen) Dairy Company (“Rebornne Shenzhen”) and Shenzhen Xin Sheng Advertising and Strategy Ltd. (“Shenzhen Xin Sheng”).

Rebornne NZ is principally engaged in formulation and production of milk powder and colostrums tablets for infants. Rebornne NZ markets its products under the Rebornne brand name. The Company sells to distributors in New Zealand and China. Rebornne Guangzhou has production facilities in Guangzhou, China. It blends and produces mainly milk powder by using Rebornne NZ’s formulations. It packages the final milk powder products and sells them throughout China under the Rebornne brand name. Rebornne Shenzhen operates a retail store in Shenzhen, China. It mainly sells packaged milk powder products as well as health food. It also has a warehouse in Shenzhen to stock its inventories. Shenzhen Xin Sheng was set up by the Company on July 16, 2010 and it is in the business of providing advertising services.

The Company was formed under the laws of the State of Florida on April 24, 2003. On May 28, 2010, the Company entered into a share exchange agreement with Rebornne NZ. Rebornne NZ wholly owns Rebornne Guangzhou and Rebornne Shenzhen. Pursuant to the share exchange agreement, the Company issued 26,546,997 shares in exchange for all of Rebornne NZ’s issued and outstanding shares. Rebornne NZ became a wholly owned subsidiary of the Company and Rebornne NZ became the Company’s controlling stockholder.

The share exchange transaction has been accounted for as a recapitalization of Rebornne NZ where the Company (the legal acquirer) is considered the accounting acquiree and Rebornne NZ (the legal acquiree) is considered the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuation of the business of Rebornne NZ.

Accordingly, the financial data included in the accompanying consolidated financial statements is that of the accounting acquirer (Rebornne NZ). The historical stockholders’ equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the share exchange transaction occurred as of the beginning of the first period presented.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

2. Summary of Significant Accounting Policies

(A)	Method of Accounting

The Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial statements.

(B)	Consolidation

The consolidated financial statements include all the accounts of the Company and its four wholly-owned subsidiaries. Inter-company transactions, such as sales, cost of sales, due to/due from balances, investment in subsidiary, and subsidiary’s capitalization have been eliminated.

As of ~~September~~December 3031, 2011, the detailed identities of the consolidated subsidiaries are as follows:

Name of Entity	Date of Incorporation	Place of Incorporation	Attributable Equity Interest	Registered Capital

Rebornne New Zealand Ltd.	December 17, 2001	New Zealand	100%	NZD $2,000
Rebornne (Guangzhou) Dairy Company	July 10, 2006	PRC	100%	USD $1,380,000
Rebornne (Shenzhen) Dairy Company	January 18, 2010	PRC	100%	USD $100,000
Shenzhen Xin Sheng Advertising and Strategy Ltd.	July 16, 2010	PRC	100%	RMB $500,000

(C)	Use of Estimates

In the preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting years. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, and the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

(D)	Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

(E)	Accounts Receivable

Accounts receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is made when recovery of the full amount is doubtful.

(F)	Inventories

Inventories are stated at the lower of cost or market value. Cost is computed using the first-in, first-out method and includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Market value is determined by reference to the sales proceeds of items sold in the ordinary course of business or estimates based on prevailing market conditions.

(G)	Advances to Suppliers

Advances to suppliers represent the cash paid in advance for the purchase of goods. The advances to suppliers are interest free and unsecured.

(H)	Property, Plant, and Equipment, net

Property, plant, and equipment, net are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred. When items are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gains or losses arising from such transactions are recognized.

Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the property, plant and equipment are as follows:

Property and Leasehold Improvements	10 years
Equipment and Furniture	2.5 years to 10 years
Motor Vehicles	4 years

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

(I)	Intangible Assets

Intangible assets that are acquired individually or as part of a group of assets, other than those acquired in a business combination, are initially recorded at their fair value. The cost of a group of assets acquired in a transaction is allocated to the individual assets based on their relative fair values. Goodwill does not arise in such a transaction. Intangible assets that are acquired in a business combination are accounted for in accordance with ASC Topic 805, Business Combinations. The costs of intangible assets that are developed internally, as well as the costs of maintaining or restoring intangible assets that have indeterminate lives or that are inherent in a continuing business and related to the entity as a whole, are expensed as incurred.

The accounting for intangible assets, other than goodwill, subsequent to acquisition is based on the asset’s useful life. The useful life of the intangible asset is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. An asset for which no legal, regulatory, contractual, competitive, economic, or other factors limit its useful life is considered to have an indefinite useful life.

(J)	Long-Term Investment

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s consolidated balance sheets and statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in the consolidated statements of operations. The Company’s carrying value in an equity method investee company is reflected in the Company’s consolidated balance sheets.

When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.

Investee companies not accounted for under the consolidation or the equity method of accounting are accounted for under the cost method of accounting. Under this method, the Company’s share of the earnings or losses of such investee companies is not included in the consolidated balance sheet or statement of operations. However, impairment charges are recognized in the consolidated statement of operations. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

(K)	Customer Deposits

Customer deposits represent the money the Company has received from customers in advance for the purchase of goods. The Company considers customer deposits as a liability until the title of goods have been transferred at which point the balance will be credited to sales revenue.

(L)	Comprehensive Income

In accordance with SFAS No. 130, “Reporting Comprehensive Income”, comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current components of other comprehensive income are unrealized gain or loss in investment and the foreign currency translation adjustment.

(M)	Revenue Recognition

Revenue from product sales is recognized net of discounts and trade allowances when the goods are shipped and title has passed.

(N)	Cost of Goods Sold

Cost of goods sold is primarily comprised of cost of goods.

(O)	Selling Expenses

Selling expenses include outbound freight, wages of the sales force, commissions, and advertising.

(P)	General & Administrative Expenses

General and administrative expenses are comprised of executive compensation, wages of administrative and factory staff, professional fees, depreciation, travel and lodging, meals and entertainment, utilities, and rental.

(Q)	Advertising Expenses

Costs related to advertising and promotion expenditures are expensed as incurred during the year. Advertising costs are charged to selling expenses.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

(R)	Retirement Plan

The employees of the Company participate in the defined contribution retirement plans managed by the local government authorities whereby the Company is required to contribute to the schemes at fixed rates of the employees’ salary. The Company’s contributions to this plan are charged to profit or loss when incurred. The Company has no obligations for the payment of retirement and other post-retirement benefits of staff other than the contributions described above.

(S)	Income Tax

The Company uses the accrual method of accounting to determine and report its taxable reduction of income taxes for the year in which they are available. In accordance with SFAS No. 109 “Accounting for Income Taxes”, the Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that such items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

In respect of the Company and its subsidiaries domiciled and operated in New Zealand and the People’s Republic of China, the taxation of these entities is summarized below:

Entities	Countries of Domicile	Income Tax Rate
Rebornne (USA), Inc.	United States		15.00% - 35.00	%
Rebornne New Zealand Limited	New Zealand		30.00	%
Rebornne (Guangzhou) Dairy Company	PRC		25.00	%
Rebornne (Shenzhen) Dairy Company	PRC		25.00	%
Shenzhen Xin Sheng Advertising and Strategy Ltd.	PRC		25.00	%

(T)	Foreign Currency Translation

The Company and its operating subsidiaries Rebornne New Zealand Limited, Rebornne (Guangzhou) Dairy Company, Rebornne (Shenzhen) Dairy Company and Shenzhen Xin Sheng Advertising and Strategy Ltd. maintain their financial statements in their functional currencies, which are the New Zealand dollar and the Renminbi (RMB) respectively. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

For financial reporting purposes, the financial statements of Rebornne NZ, Rebornne Guangzhou, Rebornne Shenzhen and Shenzhen Xin Sheng Advertising and Strategy Ltd., which are prepared using their respective functional currencies, have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates, and stockholders’ equity is translated at historical exchange rates. Translation adjustments are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

Exchange Rates

0912/3031/1110

03/31/11

12/31/10

~~09/30/10~~

~~03/31/10~~

Period end RMB : US$ exchange rate

6.~~3952~~3647

6.5601

6.6118

~~6.6981~~

~~6.8361~~

Average period RMB : US$ exchange rate

6.~~4563~~4356

6.7087

6.7600

~~6.8068~~

~~6.8383~~

Period end NZD : US$ exchange rate

1.~~2882~~2920

1.3165

1.3009

~~1.3548~~

~~1.4073~~

Average period NZD : US$ exchange rate

1.~~2254~~2465

1.3658

1.3806

~~1.4110~~

~~1.4845~~

(U)	Financial Instruments

The Company’s financial instruments are cash and cash equivalents, accounts receivable, other receivable, advances to suppliers, related parties receivable, accounts payable, other payable, notes payable, related party payable and long-term debt. The recorded values of these financial instruments approximate their fair values due to their short-term nature. The difference between the carrying and fair values of long-term debt is not significant.

(V)	Impairment of Intangible Assets

The Company evaluates the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

(W)	Recent Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-02, Consolidation (Topic 810) — Accounting and Reporting for Decreases in Ownership of a Subsidiary — A Scope Clarification. ASU 2010-02 clarifies that the scope of previous guidance in the accounting and disclosure requirements related to decreases in ownership of a subsidiary apply to (i) a subsidiary or a group of assets that is a business or nonprofit entity; (ii) a subsidiary that is a business or nonprofit entity that is transferred to an equity method investee or joint venture; and (iii) an exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity. ASU 2010-02 also expands the disclosure requirements about deconsolidation of a subsidiary or derecognition of a group of assets to include (i) the valuation techniques used to measure the fair value of any retained investment; (ii) the nature of any continuing involvement with the subsidiary or entity acquiring a group of assets; and (iii) whether the transaction that resulted in the deconsolidation or derecognition was with a related party or whether the former subsidiary or entity acquiring the assets will become a related party after the transaction. The provisions of ASU 2010-02 will be effective for the first reporting period beginning after December 13, 2009. The adoption of this standard did not have a material impact on the financial position, results of operations or cash flows of the Company.

In January 2010 the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) —Improving Disclosures About Fair Value Measurements. ASU 2010-06 clarifies the requirements for certain disclosures around fair value measurements and also requires registrants to provide certain additional disclosures about those measurements. The new disclosure requirements include (i) the significant amounts of transfers into and out of Level 1 and Level 2 fair value measurements during the period, along with the reason for those transfers, and (ii) separate presentation of information about purchases, sales, issuances and settlements of fair value measurements with significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of this standard did not have a material impact on the financial position, results of operations or cash flows of the Company.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

(X)	Subsequent Events

The Company evaluates subsequent events that have occurred after the consolidated balance sheet date but before the consolidated financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) nonrecognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events, and based on this evaluation, the Company did not identify any recognized or nonrecognized subsequent events that would have required adjustments to the consolidated financial statements.

3. Inventories

	09/30/2011		03/31/2011
	12/31/2011		03/31/2011
Raw materials	$	~~153~~154,~~991~~728	$	156,213
Finished goods		1612,~~000,008~~486		1,245,060
	$	1767,~~153,999~~214	$	1,401,273

4. Related Parties Receivable

	09/30/2011		03/31/2011
	12/31/2011		03/31/2011
Rebornne Trading Company Limited	$	49,~~058~~293	$	47,825
Rebornne Dairy Dongying Company		~~136~~137,~~816~~472		133,377
Pai Cun (Guangzhou) Health Limited		~~204~~263,~~614~~778		198,894
	$	~~390~~450,~~488~~543	$	380,096

The Company, Pai Cun (Guangzhou) Health Limited and Rebornne Trading Company Limited have common shareholders, whereas Rebornne NZ has an ownership interest in Rebornne Dairy Dongying Company. The amounts due from these related parties have no specific terms of ~~repayment~~repayent and are non-interest bearing and unsecured.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

5. Property, Plant, and Equipment

			Accumulated
09/30/2011	Cost		Depreciation		Net
12/31/2011	Cost		Depreciation		Net
Property and Leasehold Improvements	$	800,697	$	~~301~~323,~~652~~489	$	~~499~~477,~~045~~208
Equipment and Furniture		2,048,006		~~525~~581,~~882~~069		1,~~522~~466,~~124~~937
Motor Vehicles		396,653		~~106~~120,~~587~~372		~~290~~276,~~066~~281
		3,245,356		934,121	$	2,311,235
	$	3,245,356	$	1,024,930	$	2,220,426
			Accumulated
03/31/2011	Cost		Depreciation		Net
Property and Leasehold Improvements	$	800,697	$	254,500	$	546,197
Equipment and Furniture		2,048,006		407,066		1,640,940
Motor Vehicles		396,653		77,741		318,912
	$	3,245,356	$	739,307	$	2,506,049

			Accumulated
03/31/2011	Cost		Depreciation		Net
Property and Leasehold Improvements	$	800,697	$	254,500	$	546,197
Equipment and Furniture		2,048,006		407,066		1,640,940
Motor Vehicles		396,653		77,741		318,912
	$	3,245,356	$	739,307	$	2,506,049

6. Intangible Assets

Intangible assets consist of the exclusive right to distribute the Rebornne Colostrums products and the related customer contracts. Pursuant to the distributor right agreement dated December 1, 2010 between Rebornne NZ and Hainan Guo Jian High-tech Milk Industry Company Limited (“Hainan), Rebornne NZ agreed to purchase the exclusive distribution network of the Rebornne Colostrums products and related customers from Hainan by issuing 1.8 million common stock of Rebornne (USA), Inc. and paying RMB $3 million in cash as consideration. As of ~~September~~December 3031, 2011, Rebornne NZ paid $152,437 in cash (RMB $1 million) and 1.8 million common stock of Rebornne (USA), Inc. The remaining cash payment of RMB $2 million will be issued by December 2011 as agreed between both parties. As there are no legal, regulatory, contractual, competitive, economic or other factors limiting the useful life of these intangible assets, they are considered to have an indefinite useful life and no amortization is taken. Instead, they will be tested for impairment annually.

7. Long-Term Investment

In April 2008, Rebornne NZ entered into an agreement to acquire 60% interest in Rebornne Dairy Dongying Company (“Rebornne Dongying”). Rebornne Dongying is located is Shandong, PRC. Rebornne Dongying’s primary business activity is production of fresh milk. As consideration for the 60% interest, Rebornne NZ committed to contribute $2,303,945 (RMB$15,750,000) in capital by April 29, 2010. As of March 31, 2011, the Company has contributed $29,970 in cash. The Company has also contributed a milk powder formulation to Rebornne Dongying. The milk powder formulation has been appraised at $841,123 (RMB$5,750,000).

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

The Company has not recognized an intangible asset on its balance sheet related to the milk powder formulation; the Company believes there is a difference in accounting recognition between PRC GAAP and US GAAP for the milk powder formulation. Under PRC GAAP, the milk powder formulation can be recognized as an intangible asset; however, the Company, from a conservative interpretation of US GAAP, has accounted for the milk powder formulation as research and development costs that have been expensed to the statements of operations in prior periods that are not presented herein.

The cash contribution made by Rebornne NZ does not exceed 20% of the net assets of Rebornne Dongying. Neither the Company nor Rebornne NZ has not been able to exert significant influence over Rebornne Dongying in terms of management of the finances and business operations for the periods presented; therefore, in light of the foregoing circumstance, the Company, at ~~September~~December 3031, 2011 and March 31, 2011, has accounted for its investment in Rebornne Dongying using the cost method. If in the future the Company is able to exert more significant influence or increase its capital contribution, the Company would change the method for which it accounts for its investment in Rebornne Dongying.

8. Taxes Payable

	09/30/2011		03/31/2010
	12/31/2011		03/31/2010
Value Added Tax	$	1,~~374~~533,~~495~~482	$	1,042,213
Other Tax		134,~~307~~966		12,263
Income Tax Payable		~~224~~289,~~200~~801		169,935
	$	1,~~612~~828,~~002~~249	$	1,224,411

9. Note Payable

The note is payable to an unrelated individual. It is unsecured, due on demand and bears interest at 5% per month.

10. Related Party Payable and Transactions

Related party payable relates to amounts owing to the shareholder of the Company. It has no specific terms of repayment and is non-interest bearing.

In addition, the sole shareholder received $~~100~~150,000 and $53103,725 in remuneration from its wholly owned subsidiaries for the ~~six~~nine-month periods ended ~~September~~December 3031, 2011 and 2010 respectively.

Rebornne (USA), Inc.

Notes to Consolidated Financial Statements

As of ~~September~~December 3031, 2011 and March 31, 2011

11. Long-term Debt

	09/30/2011			03/31/2011
	12/31/2011			03/31/2011
Motor Vehicle Loan	$	5450,~~729~~438		$	61,315
Less: Current Portion		(17,~~309~~763	)		(15,987	)
	$	3732,~~420~~675		$	45,328

Long-term debt relates to a motor vehicle loan. It matures in July 2014, is secured by the motor vehicle, bears interest at 12% per annum and is repayable at NZ$ 2,443 per month.

12. Economic, ~~Commitments~~Political, and Legal Risks

The Company and its four wholly owned subsidiaries have operating leases for their premises expiring between October 2011 and May 2016. The minimum lease payments for the next six fiscal years are as follows:

	2012	$ 70,991
	2013	$ 143,328
	2014	$ 112,166
	2015	$ 112,166
	2016	$ 112,166
	2017	$ 18,694

13. Economic, Political, and Legal Risks

The Company’s operations in China are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the economic, political, legal environment, and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in China, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, restriction on international remittances, and rates and methods of taxation, among other things.

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

The following discussion and analysis of the results of operations and financial condition of the Company for the ~~three~~period ~~months~~ ended ~~September~~December 3031, 2011 and 2010 should be read in conjunction with its financial statements. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K for the year ended March 31, 2011 as filed with the Securities and Exchange Commission. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

COMPANY OVERVIEW

We operate our business through Rebornne NZ, which was incorporated in Auckland, New Zealand in 2001 by its sole shareholder and owner Dairy Global. Rebornne NZ is a growing dairy product company in New Zealand with subsidiaries in the PRC. We produce, market, and sell our products under the “Rebornne” brand name. We focus on selling New Zealand produced colostrums and infant formula products in China, which included both premium and a more affordable series, targeted towards the general masses. In order to sell our products, we have established an extensive sales and distribution network nationwide throughout China.

~~Results~~RESULTS ofOF ~~Operations for Rebornne USA Inc for the Three-Month Period Ended from July 01 to September 30, 2011 compared to July 01 to September 30, 2010~~OPERATIONS

Results of Operations for the Three-Month Ended December 31, 2011 As Compared to the Three-Month Ended December 31, 2010

The following tables set forth key components of our results of operations for the period indicated, in US dollars, and key components of our revenue for the period indicated, in US dollars. The discussion following the table is based on the audited results. Percentage of difference is calculated for better comparison.

~~For three months ended~~	~~30/9/2011~~For three months ended						~~30/9/2010~~						~~Difference~~
	31/12/2011						31/12/2010						Difference
	USD			%			USD			%			%
Revenues
Sales		1,~~084~~200,~~120~~192			100.0			1938,~~708,684~~901			100.0			~~(36~~27.5583	)
Cost of Goods Sold		~~520~~671,~~861~~389			4855.0494			~~967~~168,~~299~~400			5617.6194			~~(46~~298.1569	)
Gross profit		~~563~~528,~~259~~803			5144.9606			~~741~~770,~~385~~501			4382.3906			(2431.0337	)
Operating Expenses
Selling Expenses		2622,~~031~~777			21.4090			91209,~~376~~043			522.3530			(7189.5112	)
General & Administrative Expenses		1364,~~630,302~~722			~~150~~30.439			~~489~~480,~~545~~751			2851.6520			~~233~~(24.0213	)
Total Operating Expenses		1387,~~756,333~~499			~~162~~32.029			~~580~~689,~~921~~794			3473.047			~~202~~(43.3482	)
Operating Income		(1141,~~193,074~~304	)		~~(110~~11.177	)		~~160~~80,~~464~~707			98.3960			~~(843~~75.508	)
Other Income (Expenses)
Other Income		~~1,050~~258			0.~~097~~02			1308			0.~~0006~~03			~~104,900~~(16.23	)
Other Expenses		(2,~~194~~578	)		(0.2021	)		~~(3,651~~-	)		~~(0.21~~-	)		~~(39.91~~-	)
Interest Income		156,020			0.~~001~~50			~~145~~-			~~0.008~~-			~~(89.66~~-	)
Interest Expense		(1517,~~824~~049	)		(1.4642	)		(12,~~479~~064	)		(0.~~087~~22	)		~~1,117~~800.897
Total Other Income/ (Expenses)		(1613,~~953~~349	)		(1.5611	)		(41,~~984~~756	)		(0.~~292~~19	)		~~240~~660.1519
Earnings before Tax		(1127,~~210,027~~955	)		~~(111~~10.666	)		~~155~~78,~~480~~951			98.1041			~~(878~~62.2507	)
Income Tax		(963,~~257~~989	)		(05.8533	)		-(38,469	)		-(4.10	)		-66.34
Net Income		(163,~~219,284~~966	)		~~(112.~~5.33	)		~~155~~40,~~480~~482			94.1031			~~(884~~58.2101	)

Net Revenue

Net revenue for the three-month ended December 31, 2011 increased by $261,291 or 27.8% from $938,901 for the three-month ended December 31, 2010 to $1,200,192. The revenue during this period improved is because there an order arrived to distribute into China market to earn profit. When compared to the result during the same period in 2010, the revenue was made through inventories from previous order, and neither manufacture nor import order happened during the three months, hence the cost of goods sold was low.

Cost of Sales

Our cost of sales increased by $502,989 or 298.69% from $168,400 for the three-month ended December 31, 2010 to $671,389 for the three-month ended December 31, 2011. The reason of the huge increase is because there was manufacturing and import order happened during the three month ended 2011.

Gross Profit

Gross profit is decreased by $241,698 or 31.37% from $770,501 for the three-month ended December 31, 2010 to $528,803 for the three-month ended December 31, 2011. The decrease of Gross Profit is due to the high cost of goods sold.

Operating Expenses

The total operating expenses decreased by $302,295 or 43.82% from $689,794 for the three-month ended December 31, 2010 to $387,499 for the three-month ended December 31, 2011. The Selling Expenses have decreased to $22,777, which decreased 89.1% compared to same period in 2010. General & Administrative (G&A) also decreased during the three-month ended December 31, 2011 with $116,029 or 24.1%. Since there is no any project or big promotion activities running, therefore all the expenses have reduced.

Operating Income

The operating income was $141,304 for the three-month ended December 31, 2011 compared to $80,707 for three-month ended December 31, 2010, there is an increase in the total of 60,597 or 75.08%. The increase of operating income is due to the decrease of total operating expenses.

Net Income

The net income was $40,482 for the three-month ended December 31, 2010 compared to $63,966 for the three-month ended December 31, 2011. The net income in the three-month ended 2011 increased $23,484 or 58% which result from the increase of net revenue and total operating expenses reduced.

Results of Operations for the Nine-Month Ended December 31, 2011 As Compared to the Nine-Month Ended December 31, 2010

	For the Nine Months Ended
	31/12/2011						31/12/2010						Difference
	USD			%			USD			%			%
Revenues
Sales		3,574,461			100.0			3,666,365			100.0			(2.51	)
Cost of Goods Sold		1,905,687			53.31			1,520,002			41.46			25.37
Gross profit		1,668,774			46.69			2,146,363			58.54			(22.25	)
Operating Expenses
Selling Expenses		250,392			7.01			530,283			14.46			(52.78	)
General & Administrative Expenses		2,354,691			65.88			1,372,748			37.44			71.53
Total Operating Expenses		2,605,083			72.88			1,903,031			51.91			36.89
Operating Income		(936,309	)		(26.19	)		243,332			6.64			(484.8	)
Other Income (Expenses)
Other Income		1,589			0.04			321			0.008			395.02
Other Expenses		(2,549	)		(0.07	)		(3,547	)		(0.097	)		104.37
Interest Income		34			0.001			105			0.003			(67.62	)
Interest Expense		(49,405	)		(1.38	)		(3,447	)		(0.094	)		1333.28
Total Other Income/ (Expenses)		(50,331	)		(1.41	)		(6,568	)		(0.18	)		666.31
Earnings before Tax		(986,640	)		(27.60	)		236,764			6.46			(516.72	)
Income Tax		(117,973	)		(3.30	)		(38,469	)		(1.05	)		306.67
Net Income		(1,104,613	)		(30.9	)		198,295			5.41			(657.06	)

Net Revenue

Net revenue for the ~~three~~nine-month ended ~~September~~December 3031, 2011 decreased by ~~USD624~~$91,~~564~~904 or 362.5551% from ~~USD 1~~$3,~~708~~666,~~684~~365 for the ~~three~~nine-month ended ~~September~~December 3031, 2010 to ~~USD1~~$3,~~084~~574,~~120.~~461 Asin itDecember ~~could~~31, be2011. ~~seen~~The ~~that~~net ~~the~~revenue ~~Cost~~ of ~~Goods Sold decreased 46.15% in the three-month ended September 30~~ 2011, ~~which~~period ~~caused~~only ~~revenue to~~ decrease. ~~The~~very ~~main~~slightly ~~reason~~due to ~~cause~~ the ~~huge~~increase ~~decrease~~ of ~~revenue~~cost ~~was because our company was having cash flow problems and hence we were not able to manufacture a large number~~ of goods ~~as in previous years to reach market demand~~sold.

Cost of ~~sales:~~Sales

~~Our~~The cost of sales ~~decreased~~increased by ~~USD446~~$385,~~438~~685 or 4625.1537% from ~~USD967~~$1,~~299~~520,002 for the ~~three~~nine-month ended ~~September~~December 3031, 2010 to ~~USD520~~$1,~~861~~905,687 for the ~~three~~nine-month ended ~~September~~December 3031, 2011. The ~~reason~~cost of goods getting higher may due to the ~~decrease~~result inthat ~~our~~base ~~Cost~~powder ofand ~~Sales~~other israw ~~same~~materials asprices ~~the~~inflated ~~statement~~from inyear ~~Net~~2010 ~~Revenue~~to ~~above~~2011.

Gross ~~profit:~~Profit

Gross profit decreased by ~~USD178~~$477,~~126~~589 or 2422.0325% from ~~USD741~~$2,~~385~~146,363 for the ~~three~~nine-month ended ~~September~~December 3031, 2010 to ~~USD 563~~$1,~~259~~668,774 for the ~~three~~nine-month ended ~~September~~December 3031, 2011. The ~~decrease of~~ Gross Profit decreased in the nine-month ended 2011 is ~~due~~affected toby the ~~decrease~~cost of ~~our~~goods ~~sales~~sold mark up.

Operating Expenses:

The total operating expenses increased by USD1,140,757 or 202.34% from USD 489,545 for the three-month ended September 30, 2010 to USD1,630,302 for the three-month ended September 30, 2011. The Selling Expenses have decreased by USD65,345 or 71.51% in year 2011. General & Administrative (G&A) increased sharply in the three-month ended September 30, 2011 with USD1,140,757 or 233%. The main expenses cost in G & A section resulted in Rebornne USA and GuangZhou companies. The main expenses caused in GuangZhou company is employee salary. However for Rebornne USA company, the G & A expenses is approximately USD1,265,912 which happened due to the large amount of shares registered. Those shares were registered for different region distributors in China without condition for the reason that appreciating the long-term support and faith to Rebornne companies from them and maintain good business relationship.

Operating Income:

The operating income was (USD1,193,074) for the three-month ended September 30, 2011 compared to USD160,464 for three-month ended September 30, 2010, representing a decrease of 1,353,538 or 843.5%. The huge drop of operating income in this ended period is due to the large decrease in Gross profit with high Total Operating Expenses.

Net Income:

The net income was US155,480 for the three-month ended September 30, 2010 compared to (USD1,219,284) for the three-month ended September 30, 2011. The net income in the three-month ended 2011 dropped 884%, which wasdue to the share registration from Rebornne USA company as mentioned in Operating Expenses and also affected by the decrease of Gross Profit

~~Results~~ Operating ~~of Operations for Rebornne USA Inc for the Six-Month Period Ended from April 01 to September 30, 2011 compared to April 01 to September 30, 2010~~Expenses

The ~~following~~Total ~~tables~~Operating ~~set~~Expenses ~~forth~~increased ~~key~~by ~~components~~$702,052 ofor ~~our~~36.89% ~~results~~from of$1,903,031 ~~operations~~for the nine-month ended December 31, 2010 to $2,605,083 for the ~~period~~nine-month ~~indicated~~ended December 31, 2011. The Total Operating Expenses in USnine-month ~~dollars,~~ended ~~and~~2011 ~~key~~increased ~~components~~is because of ~~our~~the ~~revenue~~General ~~for~~& ~~the~~Administrative ~~period~~Expenses ~~indicated,~~increased inwhich UScontributed ~~dollars~~71.53% from the total. The ~~discussion~~main ~~following~~reason of the ~~table~~huge increase of G&A Expenses in nine-month ended 2011 is ~~based~~due onto the ~~audited~~share ~~results.~~registration ~~Percentage~~to ofChina ~~difference~~regional isdistributors ~~calculated~~in ~~for~~July ~~better comparison~~2011.

For the Six Months Ended	30/9/2011						30/9/2010						Difference
	USD			%			USD			%			%
Revenues
Sales		2,374,269			100.0			2,727,464			100.0			(12.95	)
Cost of Goods Sold		1,234,298			51.99			1,351,602			49.56			(8.68	)
Gross profit		1,139,971			48.01			1,375,862			50.44			(17.15	)
Operating Expenses
Selling Expenses		227,615			9.59			321,240			11.78			(29.14	)
General & Administrative Expenses		1,989,969			83.81			891,997			32.70			123.09
Total Operating Expenses		2,217,584			93.40			1,213,237			44.48			82.78
Operating Income		(1,077,613	)		(45.39	)		162,625			5.96			(762.6	)
Other Income (Expenses)
Other Income		1,331			0.056			241			0.009			452.28
Other Expenses		(5,986	)		(0.252	)		(3,775	)		(0.138	)		98.07
Interest Income		29			0.001			201			0.007			(85.57	)
Interest Expense		(32,356	)		(1.36	)		(1,479	)		(0.054	)		2087.7
Total Other Income/ (Expenses)		(36,982	)		(1.56	)		(4,812	)		(0.176	)		668.5
Earnings before Tax		(1,114,595	)		(46.94	)		157,813			5.79			(806.3	)
Income Tax		(53,984	)		(2.27	)		-			-			-
Net Income		(1,168,579	)		(49.22	)		157,813			5.79			(840.5	)

Operating Income

~~Net~~The ~~Revenue:~~operating income is ($936,309) for the nine-month ended December 31, 2011 compared to $243,332 for the nine-month ended December 31, 2010, result the decrease of $1,179,641 or 484.79%. The main factor that brings the large decrease has the same reason stated in Total Operating Expenses

Net revenue for the six-month ended September 30, 2011 decreased by USD235,891 or 17.15% from USD 1,375,862 for the six-month ended September 30, 2010 to USD 1,139,971 in September 30, 2011. The Net Revenue of 2011 dropped is due to both a decrease in Sales and Cost of Sold.Income

~~Cost~~The net income was $198,295 for the nine-month ended December 31, 2010 compared to ($1,104,613) for the nine-month ended December 31, 2011, a decrease of ~~sales:~~$1,302,908 or 657.06%. The main reason of the decrease is due to the huge General & Administration Expenses happened in the nine-month ended 2011.

The cost of sales decreased by USD117,304 or 8.68% from USD1,351,602 for the six-month ended September 30, 2010 to USD1,234,298 for the six-month ended September 30, 2011. The Cost of Sales in this period ended year 2011 was similar to our Cost of Sales during the same period in 2010.

Gross profit:

Gross profit decreased by USD235,891 or 17.15% from USD1,375,862 for the six-month ended September 30, 2010 to USD1,139,971 for the six-month ended September 30, 2011. The Gross Profit decreased in the six-month ended 2011 is affected by the decrease in our Sales.

Operating Expenses:

The Total Operating Expenses increased by USD1,004,347 or 82.78% from USD1,213,237 for the six-month ended September 30, 2010 to USD2,217,584 for the six-month ended September 30, 2011. The Total Operating Expenses in six-month ended 2011 increased is due to the General & Administrative Expenses increased which is 83.81% from the total. The main reason of the huge increase of G&A Expenses is due to the share registration to China regional distributors in July 2011.

Operating Income:

The operating income is (USD1,077,613) for the six-month ended September 30, 2011 compared to USD162,625 for the six-month ended September 30 2010, the decrease is USD1,240,238 or 762.6%. The main factor that brings the large decrease is due to the share registration happened in July 2011.

Net Income:

The net income was USD157,813 for the six-month ended September 30, 2010 compared to (USD1,168,579) for the six-month ended September 30, 2011, a decrease of USD1,326,392 or 840.5%. The main reason for the decrease is due to the large increase in Total Operating Expenses that happened in the six-month ended 2011.

Liquidity and Capital Resources

The following table sets forth the summary of our cash flows stated in US Dollar for the ~~Three~~three-~~Month~~month ~~Ended~~ended ~~September~~December 3031, 2011 and 2010.

	30/9/2011			30/9/2010
	For the Three-Month Ended
Cash Flows from Operating Activities		(302,423	)		287,266
	December 31, 2011			December 31, 2010
Cash Flows from Investing Activities		6,189			(37,528	)
Cash Flows from Operating Activities		16,486			(767,867	)
Cash Flows from Financing Activities		(8,791	)		(2,187	)
Cash Flows from Investing Activities		(1,100	)		(35,391	)
Net Increase/(Decrease) in Cash & Cash Equivalents for the Period		(305,025	)		247,551
Cash Flows from Financing Activities		186,133			508,744
Effect of other Comprehensive Income		72,233			906
Net Increase/(Decrease) in Cash & Cash Equivalents for the Period		201,519			(294,514	)
Cash & Cash Equivalents at Beginning of Period		716,486			601,762
Effect of other Comprehensive Income		6,227			30,874
Cash & Cash Equivalents at End of Period		483,694			850,219
Cash & Cash Equivalents at Beginning of Period		483,694			850,219
Cash & Cash Equivalents at End of Period		691,440			586,579

Operating Activities:

During the three-month ended ~~September~~December 3031, 2011, net cash provided by operating activities was ~~(USD302~~$16,~~423)~~486 as compared to net cash used for operating activities of ~~USD287~~($767,~~266~~867) in the three-month ended ~~September~~December 3031, 2010.

Investing Activities:

The cash flows from investing activities is ~~USD 6~~($1,~~189~~100) for the three-month ended ~~September~~December 2011 compared to (~~USD37~~$37,~~528~~391) for the three-month ended ~~September~~December 2010.

Our total cash and cash equivalents ~~decreased~~increased to ~~USD 483~~$691,~~694~~440 as ~~September~~December 3031, 2011, as compared to ~~USD850~~$586,~~219~~579 as of ~~September~~December 3031, 2010. ~~The primary uses of cash are for selling and marketing expenses, and investment capital.~~

23RECENT ACCOUNTING PRONOUNCEMENTS

Recent Accounting Pronouncements

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures.

Disclosure controls and procedures. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There have been no significant changes in our internal controls over financial reporting that occurred during the last fiscal quarter that has materially affected or is reasonably likely to materially affect our internal controls.

PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Reference is made to Item 5 of this Report.

The Company issued total 1,800,000 shares of restricted common shares to the shareholders of Hainan Guojian pursuant to certain agreements as the compensation for the withdrawal of the distribution right of Rebornne colostrums products. Such securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering.

Item 5. Other Information.

In January 2011, Rebornne New Zealand Limited (“Rebornne NZ”), a wholly owned subsidiary of the Company, withdrew the Rebornne colostums products distributor right from Hainan GuoJian High-Tech Milk Industry Company Limited (the “Hainan Guojian”) by entering into certain agreements on December 1, 2010 and January 5, 2011. Upon the above withdrawal of the distribution rights, the Company reclaimed its distribution rights of all Rebornne colostrums products. As compensation to Hainan Guojian, the Company issued a total 1,800,000 restricted shares to the beneficiary owners of Hainan Guojian. Rebornne NZ also agreed to pay a lump sum payment to the beneficiary owners of Hainan Guojian. On January 12, 2012, the above parties entered into a debt remit agreement pursuant to which Hainan Guojian forgave such lump sum payment.

On January 12, 2012, Rebornne NZ entered into an equity and assets transfer agreement with Guojian (Hong Kong) Group Limited Company (“Guojian-HK”) and Rebornne (GuangZhou) Dairy Limited Company, a wholly owned subsidiary of Rebornne NZ (“Rebornne-Guangzhou”), pursuant to which Rebornne NZ agreed to transfer all the equity, assets and license of Rebornne-Guangzhou to Guojian-HK (except Rebornne brands and products, market channels), for 9,500,000 RMB. Therefore, Rebornne-Guangzhou will be no longer our wholly-owned subsidiary.

Item 6. Exhibits.

Exhibit No.	~~Description~~	Description
31.1*	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.1		Agreement to Withdraw Rebornne Colostums Products Distributor Right from Hainan Guojian High-Tech Milk Industry Company Limited *
32.1**	Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.2		Debt Remit Agreement *
101.INS **	XBRL Instance Document
10.3		Equity and Assets Transfer Agreement *
101.SCH **	XBRL Taxonomy Schema
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
101.CAL **	XBRL Taxonomy Calculation Linkbase
32.1		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
101.DEF **	XBRL Taxonomy Definition Linkbase
101.INS		XBRL Instance Document
101.LAB **	XBRL Taxonomy Label Linkbase
101.SCH		XBRL Taxonomy Schema
101.PRE **	XBRL Taxonomy Presentation Linkbase
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

* Filed herewith.

** Furnished herewith (in accordance with SEC Release 33-8238, this exhibit is being furnished and not filed).

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SIGNATURES

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

	REBORNNE (USA), INC.
Date: November 21, 2011	By:	/s/ Dairy Global
Date: March 22, 2012	By:	/s/ Dairy Global
		Dairy Global
		President, Chief Executive Officer and Chief Financial Officer
		(Duly Authorized Officer, Principal Executed Officer and Principal Financial Officer)

2625

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