U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

[X] Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, ~~2013~~2014

[ ]

Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Transition Period from _______ to _______

Commission File Number: 1-10559

CHINA FRUITS CORP.

(Exact name of small business issuer as specified in its charter)

Nevada	90-0315096
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

~~Fu Xi~~Bldg. ~~Technology~~3 &Sec. ~~Industry Park~~7, 188 Nan ~~Feng~~Si ~~County~~Huan Xi Rd.

~~Jiang Xi~~Fengtai ~~Province~~Dist. Beijing, P. R. China

(Address of principal executive offices)

+86 (~~86794~~10) ~~326~~ 6792-~~6199~~8610

(Issuer's telephone number)

Securities registered under Section 12(b) of the Act:

Title of each class

Name of each exchange

on which registered

None

Not Applicable

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.~~001~~001par ~~par~~ value

(Title of Class)

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Table of Contents

Indicate by check mark if the registrant is a well-know seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [ x ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [ x ]

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

Yes [ x ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 such shorter period that the registrant was required to submit and post such files).

Yes [ x ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this Chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.

Yes [ ] No [ x ]

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the exchange act).

Yes [ ] No [ x ]

The Registrant’s revenues for its fiscal year ended December 31, ~~2013~~2014 were $932,~~369~~635,~~901~~446.

The aggregate market value of the voting stock on ~~March~~April 2513, ~~2014~~2015 (consisting of Common Stock, $0.001 par value per share) held by non-affiliates was approximately $13,~~232~~480,~~145~~ 867 based upon the most recent sales price ($0.~~025~~072) for such Common Stock. onOn ~~said~~April ~~date March 25~~13, ~~2014~~2015, there were 4952,~~951~~225,~~223~~394 shares of our Common Stock issued and outstanding, of which approximately 4948,~~285~~345,~~807~~379 shares were held by non-affiliates.

Number of shares of common stock, par value $.001, outstanding as of ~~March~~April 2515, ~~2014~~2015: 4952,~~951~~225,~~223~~394

Number of shares of preferred stock outstanding as of ~~March 25~~April 15, ~~2014~~2015:

Series A, par value $.001 - 13,150

Series B, par value $.001 - 12,100,000

DOCUMENTS INCORPORATED BY REFERENCE

None

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

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

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Table of Contents

TABLE OF CONTENTS

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

PART I:

Item 1. Business	4

Item 1A. Risk Factors	7

Item 1B. Unresolved Staff Comments	11

Item 2. Properties	11

Item 3. Legal Proceedings	11

Item 4. (Removed and Reserved)	11

PART II:

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12

Item 6. Selected Financial Data	14

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 7A. Quantitative and Qualitative Disclosures About Market Risk	27

Item 8. Financial Statements and Supplementary Data	27

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27

Item 9A. Controls and Procedures	27

Item 9A(T). Controls and Procedures	27

Item 9B. Other Information	27

PART III:

Item 10. Directors, Executive Officers and Corporate Governance	28

Item 11. Executive Compensation	29

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30

Item 13. Certain Relationships and Related Transactions, and Director Independence	31

Item 14. Principal Accounting Fees and Services	31

PART IV:

Item 15. Exhibits, Financial Statement Schedules	32

SIGNATURES:	33

PART I:

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. (Removed and Reserved)

PART II:

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9A(T). Controls and Procedures

Item 9B. Other Information

PART III:

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

PART IV:

Item 15. Exhibits, Financial Statement Schedules

SIGNATURES:

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Table of Contents

ITEM 1. BUSINESS

History

As used herein the terms "We", the "Company", "CHFR", the "Registrant," or the "Issuer" refers to China Fruits Corporation, its subsidiary and predecessors, unless indicated otherwise. We were incorporated in the State of Delaware on January 6, 1993, as Vaxcel, Inc. On December 19, 2000, we changed our name to eLocity Networks Corporation. On August 6, 2002, we changed our name to Diversified Financial Resources Corporation. In May 2006, our board decided to redomicile from the State of Delaware to the State of Nevada. Their decision was approved by the holders of a majority of the voting rights and common stock. On August 18, 2006, we changed our name to China Fruits Corporation.

~~We began~~As ~~operating~~of asApril a1, ~~holding~~2006, ~~company~~we inentered ~~2005. The primary objectives involved creating and managing~~ into a ~~comprehensive~~Plan ~~portfolio~~ of ~~companies~~Exchange in(the ~~key~~“Agreement”), ~~industry~~between ~~sectors.~~and Weamong ~~did~~us, ~~not~~Jiang ~~meet~~Xi ~~our~~Tai ~~primary~~Na ~~objectives~~Guo inYe ~~2005. As~~You aXian ~~result~~Gong Si, ~~during~~a ~~2005 we decided~~corporation toorganized ~~sell~~and ~~all~~existing ofunder ~~our~~the ~~real~~laws ~~estate~~of ~~properties, and discontinued~~ the ~~operations~~Peoples’ ofRepublic ~~all~~ of ~~our~~China ~~subsidiaries.~~(“PRC”), Inwhich ~~the~~changed ~~first~~its ~~quarter of~~corporate ~~2006,~~name ~~our~~to ~~operations~~Jiangxi ~~from~~Taina ~~continuing~~Nanfeng Orange ~~activities~~Co., ~~consisted~~Ltd. ofin ~~its~~February ~~investment~~of in2007 an(collectively ~~oil~~referred ~~and~~to ~~gas~~herein ~~property~~as in“Tai ~~Texas~~Na”), the ~~which~~shareholders ~~was~~of ~~disposed during~~Tai Na (the ~~second~~“Tai ~~quarter~~Na ofShareholders”) ~~2006~~and our Majority Shareholder.

As Pursuant to the terms of ~~April~~the 1Agreement, two ~~2006,~~simultaneous wetransactions ~~entered~~were ~~into~~consummated aat ~~Plan~~closing, ofas ~~Exchange~~follows: (~~the “Agreement”~~i) our Majority Shareholder delivered 13,150 ~~between~~of ~~and~~our ~~among~~convertible Series usA preferred shares and 12,100,000 ~~Jiang~~non-convertible XiSeries B preferred shares to the Tai Na ~~Guo Ye~~Shareholders ~~You~~in ~~Xian~~exchange ~~Gong~~for ~~Si,~~total payments aof ~~corporation~~$500,000 ~~organized~~in cash and ~~existing~~(ii) ~~under~~we issued to the ~~laws~~Tai ofNa ~~the~~Shareholders ~~Peoples’~~an ~~Republic~~amount ofequal ~~China~~to ~~(“PRC”)~~30,000,000 new investment shares ~~which~~of ~~changed~~our ~~its~~common ~~corporate~~stock ~~name~~pursuant to ~~Jiangxi~~Regulation ~~Taina~~S ~~Nanfeng Orange~~under ~~Co.~~the Securities Act of 1933, ~~Ltd.~~as amended, in ~~February~~exchange offor ~~2007~~all ~~(collectively~~of ~~referred~~their toshares ~~herein~~of asregistered “capital of Tai Na~~”),~~. Upon completion of the ~~shareholders~~exchange, Tai Na became our wholly-owned subsidiary. All of these conditions to closing have been met, and we, Tai Na, (the “Tai Na Shareholders”) and our Majority ~~Shareholder~~Shareholders declared the exchange transaction consummated on May 31, 2006. The transaction was treated for accounting purposes as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree.

~~Pursuant to~~Business ~~the~~Description ~~terms~~ of the ~~Agreement, two simultaneous transactions were consummated at closing, as follows: (i) our Majority Shareholder~~ ~~delivered~~Issuer 13,150 of our convertible Series A preferred shares and 12,100,000 non-convertible Series B preferred shares to the Tai Na Shareholders in exchange for total payments of $500,000 in cash and (ii) we issued to the Tai Na Shareholders an amount equal to 30,000,000 new investment shares of our common stock pursuant to Regulation S under the Securities Act of 1933, as amended, in exchange for all of their shares of registered capital of Tai Na. Upon completion of the exchange, Tai Na became our wholly-owned subsidiary. All of these conditions to closing have been met, and we, Tai Na, the Tai Na Shareholders and our Majority Shareholders declared the exchange transaction consummated on May 31, 2006. The transaction was treated for accounting purposes as a capital transaction and recapitalization by the accounting acquirer and as a re-organization by the accounting acquiree.

~~Business~~Since the reverse merger was consummated, we ~~Description~~have continued operations of Tai Na, a company located in Nan Feng County, Jiang Xi Province, a well-known agricultural area for tangerines plantation in China, which is primarily engaged in manufacturing, trading and distributing fresh tangerines and other fresh fruits in China and oversea markets. In 2008, we incorporated a wholly-owned subsidiary, Tai Na International Fruits (Beijing) Co. Ltd. (“Tai Na Beijing”) in Beijing, China and relocated the ~~Issuer~~corporate headquarters to Beijing. The headquarters office currently consists of approximately 17,700 square feet for daily operations, which are adequate not only for our current operations, but also for our growth in the near future. We believe that having headquarters in Beijing has a positive effect on our corporate image and the implementation of our marketing strategies.

~~Since the~~We ~~reverse merger was consummated, we~~ have ~~continued~~been ~~operations~~focused ofon ~~Tai~~the ~~Na,~~industry ~~a company which is principally engaged in the~~related ~~manufacturing,~~to ~~trading and distributing of~~ fresh ~~tangerines and other fresh~~ fruits inbusiness ~~the~~since ~~PRC.~~2005 ~~Tai~~and Nadevoted isto ~~located~~operating infranchise ~~Nan~~retail ~~Feng County,~~stores ~~Jiang~~since ~~Xi Province, a well known agricultural area for tangerines in China~~2007. ~~The~~After ~~geographic~~almost ~~advantage offers additional benefits us with our quality control and lower manufacturing costs. We own our primarily facility in Nan Feng County which consists of~~ a ~~total~~decade ~~land area~~ of ~~755,228~~experience in ~~square feet, including~~ manufacturing ~~plants of 340~~,~~570~~ ~~square~~trading ~~feet~~ and ~~office buildings~~distributing offresh ~~19,267~~fruits ~~square~~in ~~feet.~~the Wedomestic ~~have been focused within our industry since 2005~~ and weoversea ~~believe~~markets, we ~~have~~are ~~obtained~~building up a ~~solid~~sophisticated ~~reputation~~business ~~and~~model aintegrating ~~good~~farmers, ~~working~~plantation ~~relationship~~alliances, ~~with the local government due to our continuous contributions to the local economy. During 2012~~wholesalers, ~~with~~franchised ~~the support from our local government~~stores, weexport ~~utilized~~channels anand ~~area of 98~~e-commerce,~~505~~ ~~square feet to establish an~~which ~~Express~~effectively ~~Export~~shortens ~~Zone (“EEZ”) with the purpose of exporting~~ fresh ~~tangerines and other fresh~~ fruits. ~~The~~distribution ~~government departments including Customs, Inspections and Clearing have setup a satellite office onsite to facilitate the~~ process. ~~We believe~~from the ~~setup~~plantation ~~of this EEZ is good for us~~ to ~~improve~~consumers ~~our~~due ~~operating efficiencies and also serves as a bridge connecting local enterprises~~ to the ~~world and benefits our local economy.~~following:

~~In order~~Business toModel ~~effectively maintain the quality~~ of ~~tangerine,~~China weFruits ~~have a set of temperature and humidity auto-control equipments with capacity of 1,500 tons~~Corp. We also have two automatic product lines to select fruits, the hourly process capacity of which is 10 ton/hour and 15 ton/hour, respectively. During the year of 2013, our total production was 8,400 tons. We expect the production capacity will reach 15,000 tons in 2014 due to the improvement of production efficiency.

~~Since 2007,~~ Stable we have expanded our sales network by setting up the franchise retail stores for fresh fruits and related products. We also relocated our headquarters to Beijing, which we believe will have a positive effect on our corporate image and marketing strategy. In order to create our brand identity efficiently, we plan to acquire or form joint venture with the existing profitable and middle-size retail stores. We provide the stores with our standard management systems, supplies, as well as remodeling to unify store display, color and sign pursuant to the franchise requirements. We currently have seven franchise retail stores in Beijing area, of which two stores are wholly owned by us under direct management, and five stores are managed by the franchisees. In 2014, we will evaluate the operation in the existing stores and replace those in poor performance with new stores. After several years experience in operating franchise retail stores, we believe 2014 is the right timing for us to expand our retail stores network. We expect the total number of franchise stores to be increased to sixty four via acquisitions by the end of 2014.

~~The franchise~~Our ~~retail~~signature ~~stores~~tangerines ~~build~~are upfrom ~~the~~Nan ~~direct~~Feng County, ~~channel~~China, ~~between~~an ~~the~~agricultural ~~end~~county ~~users~~in ~~and~~China ~~us,~~famous ~~which~~for ~~facilitates~~high-quality ~~the~~tangerines ~~process~~for ~~from~~centuries ~~our~~attributable ~~manufacturing~~to particular natural ~~plants~~resources toat ~~the~~that ~~markets,~~area. ~~benefits~~Nanfeng ustangerines inwere ~~adjusting~~selected ~~our~~solely ~~business~~for ~~strategies~~Chinese ~~when~~royals ~~market~~in ~~changes.~~the Inpast ~~addition~~and tobecame ~~our~~very ~~own~~popular ~~products,~~in the market weduring ~~also~~recent ~~work~~decades. ~~with~~Since our ~~strategic~~wholly-owned ~~partners~~subsidiary, toJiangxi ~~diversify~~Taina ~~the~~Nanfeng Orange ~~fruits~~Co., inLtd. ~~our~~is ~~store~~considered ~~and~~as ~~ensure~~one ~~the~~of ~~prompt~~biggest enterprises ~~delivery.~~in WeNan ~~believe~~Feng County, we ~~can expand~~have ~~our~~a ~~market~~strong ~~shares~~long-term ~~through~~relationship anwith ~~effective~~the ~~and~~local ~~efficient~~government ~~franchise~~anda ~~retail~~high ~~network~~reputation amongst local farmers. WeTherefore, ~~expect~~approximately ~~more~~30% ~~market~~of ~~shares~~Nan ~~via~~Feng ~~brand~~County ~~recognition~~ tangerines have been processed in ~~the~~our ~~near~~manufacturing ~~future~~facility and distributed through our sales network.

In addition to Nanfeng tangerines, weour ~~believe~~products sold ain ~~sound~~the ~~warehouse~~franchised ~~and~~stores ~~logistics~~include ~~center~~other ~~will~~popular ~~help~~fresh usfruits, tosuch ~~improve~~as ~~efficiency~~grapes, ~~and~~pears, ~~reduce~~kiwi, ~~operating~~and ~~expenses~~so on. In order to ensure the ~~Especially~~stability of supplies for ~~fresh~~these fruits, ~~the~~we ~~prompt~~establish ~~handling~~alliances ~~and~~with ~~delivery~~different isfruit ~~significant~~plantations, toeach ~~reduce~~of ~~loss~~which ~~from~~are ~~spoilage.~~closely ~~Therefore,~~monitored by weour ~~focus on~~own ~~establishing~~staff. aPeriodic ~~systematic~~checks ~~logistics~~are ~~center~~carried toout ~~support~~on the ~~expanding~~plantations ~~retail~~directly ~~network~~by us. ~~On March 3~~Therefore, ~~2012,~~ we ~~entered~~are ~~into~~able ato ~~five-year lease~~obtain ~~agreement~~instant ~~for~~information about ~~warehouse~~our ~~and~~supplies ~~logistic~~sources, ~~space~~including ofgrowing ~~approximately 26~~environment,~~700~~ ~~square~~fruits ~~feet~~quality toand ~~store,~~output. ~~select,~~Our ~~pack~~onsite ~~and~~staff ~~deliver~~also ~~fresh fruits.~~assist ~~After~~in facilitating the ~~full~~shipping ~~operation~~process ofduring the ~~logistics~~seasons. ~~center,~~We we believe ~~both~~it ~~operating~~is ~~expenses~~cost ~~and~~efficient ~~cost~~for ofus ~~goods~~to ~~sold~~make ~~will~~alliances bewith ~~reduced~~different fruit plantations ~~due~~and towill ~~large-scale~~seek ~~purchases~~for ~~and~~alliance ~~delivery~~opportunities with more fruit plantations in 2015.

~~(4)~~Efficient process

~~Table~~Our manufacture facility in Nan Feng County includes a set of ~~Contents~~temperature and humidity auto-control equipment with capacity of 1,500 tons to effectively maintain the quality of our tangerines. We also have two automatic product lines for fruit selection, the hourly process capacity of which is 10 ton/hour and 15 ton/hour, respectively. During the year of 2014, our total production was 17,000 tons. We expect the production capacity will reach 34,000 tons in 2015 due to the improvement of production efficiency.

~~Overview~~Since 2012, we have established a systematic oflogistics center to support the expanding retail network.We believe a sound warehouse and logistics center will help us to improve efficiency and reduce operating expenses. Especially for fresh fruits, the prompt handling and delivery is significant to reduce loss from spoilage. Our ~~Market~~warehouse ~~Area~~and logistic space is located in Beijing with approximately 26,700 square feet to store, select, pack and deliver fresh fruits. After the full operation of the logistics center, we believe both operating expenses and cost of goods sold will be reduced due to large-scale purchases and delivery.

~~China's citrus~~In ~~industry~~addition, ~~currently~~with ~~experiences~~the ~~transition~~support from ~~quantity~~the ~~concentration~~local government in Nan Feng County, we utilized an area of 98,505 square feet to ~~quality~~establish ~~concentration~~an Express Export Zone (“EEZ”) to speed up the process of exporting fresh tangerines and other fresh fruits. The government departments including Customs, ~~from~~Inspections and ~~production~~Clearing ~~only~~have setup a satellite office onsite to facilitate the process. We believe the setup of this EEZ is good for us to ~~diversified~~improve ~~business~~our ~~segments~~operating ~~covering~~efficiencies ~~pre-production~~and also serves as a bridge connecting local enterprises to ~~post-production~~the world and benefits our local economy. ~~According~~EEZ also provides us with a platform and opportunity to ~~China~~develop ~~Citrus~~our ~~Industry~~logistics ~~Development~~business ~~Report~~for international trading. Therefore, we invested approximately $325,024 (~~2013~~RMB 2,000,000) in August 2014 to setup a new subsidiary called Nanfeng Taina Logistic Co. Ltd. (“Taina Logistic”), ~~citrus~~which ~~production~~is wholly-owned by Jiangxi Taina Nanfeng Orange Co., Ltd. and is engaged in ~~China~~shipping, warehousing, ~~has~~assorting agriculture products and packing. We believe the ~~following~~business ~~features:~~in Taina Logistic will provide a revenue stream for Jiangxi Taina Nanfeng Orange Co., Ltd. during the slow seasons, which normally are the second and third quarter of each year.

*Expanding ~~Planting~~Sales area for citrus fruit and its output have been at the first place in the World for several years. In 2012, the planting area for citrus fruit in China was approximately 2.3 million hectares and its output was approximately 31.7 million tons, which was 24.98% and 24.56% of the World, respectively, compared to global citrus planting area of approximately 9.2 million hectares and global citrus output of approximately 129 million tons.Network

*The ~~Planting~~last ~~area~~and ~~for~~important ~~citrus~~section ~~fruit was also at the first place amongst various fruit in China; its output was at the second place, less than the output~~ of ~~apple.~~our Inbusiness model ~~China,~~is ~~the~~our ~~planting~~sales ~~area for all kinds of fruit was 121.4 million hectares~~network, ~~19.0% of~~ which ~~was~~determines ~~planting citrus fruit;~~ the ~~total~~ratio ~~fruit output was 151.0 million tons, 21.0%~~ of ~~which~~our ~~was~~inventory ~~citrus~~turnover ~~fruit.~~and ~~Compared to~~ the ~~planting~~efficiency ~~area~~ of ~~32.7~~our ~~thousand~~working ~~hectares and 177~~capital.9 ~~thousand~~We have ~~hectares~~been indevoted ~~1952~~to ~~and~~establish ~~1978,~~a ~~respectively,~~systematic ~~the planting area for citrus fruit increased 70 times~~ and 12efficient ~~times~~sales innetwork ~~2012.~~for ~~Compared to the output of 206~~years.6 ~~thousand~~In ~~tons~~2015, ~~and~~our ~~382.7~~sales ~~thousand~~network ~~tons~~cover infranchised retail ~~1952 and 1978~~stores, ~~respectively~~export, ~~the~~e-commerce ~~output increased 152 times~~ and ~~82 times in 2012~~wholesale.

*· ~~Increase~~Increasing inFranchised ~~global~~Retail fresh fruit trading. According to the data from Global Trading Information Services Co. (“GTI”), global fresh fruit trading revenues were $120.4 billion, increased by 11% compared to the trading revenues in 2010. China was at the seventh place with respect to fruit export, which was $2.3 billion, increased by 18.5% compared to the previous year. China was at the ninth place with respect to fruit import, which was $2.35 billion, increased by $58% compared to the previous year. * Increase in fruit revenues. The total revenues generated from fruit industry in China was approximately $100 billion (RMB 629.1 billion) in 2012, increased by approximately $11.4 billion (RMB 72.1 billion), or 12.9%, compared to 2011. It was approximately 13.4% of total agricultural revenues. In the past decade, the revenues from fruit industry have been increasing with the expansion in production capacity. The fruit revenues in 2012 were 4 times of the fruit revenues in 2003. The average increasing rate of fruit revenues was 14.87% per year in the past decade. The fruit industry becomes a significant portion of modern agriculture in China. * Preference to fresh fruits. 95% of citrus products in China are consumed as fresh fruit. Fruit manufacturing is not popular in China, most of which is for export only. In addition, the orange juices on Chinese markets are primarily made from concentrated or non-concentrated juices imported from Brazil and the United States. As a result of the improved life quality in China and the awareness of health, the consumption of fresh fruit has changed from the enjoyable goods to be the necessity for life. The consumption habit also changes from seasonal consumption to be daily consumption.Stores

InThe franchised retail stores build up the direct ~~general,~~channel ~~citrus~~between ~~output~~the ~~increased~~end ~~tremendously~~users inand ~~China~~us, inwhich facilitates the ~~past~~process ~~decades~~from ~~due~~our manufacture plants to the ~~increases~~markets, benefits us in adjusting ~~orchards~~our business strategies when market changes. ~~However,~~We ~~compared to~~provide the ~~world's~~stores ~~market,~~with ~~the~~our ~~citrus~~standard ~~industry~~management insystems, ~~China~~supplies, isas well ~~undeveloped~~as inrenovation ~~terms~~to ofunify ~~quality,~~store ~~output~~display, ~~manufacture~~color and ~~efficiency~~sign pursuant to the franchise requirements. ~~There are~~The ~~four~~fresh ~~barriers~~fruits sold in ~~China's~~the stores ~~citrus~~include ~~industry:~~our a)own ~~small~~products ~~manufacturing~~as ~~magnitude,~~well ~~primarily~~as ~~based~~the onproducts ~~household;~~from b)our ~~lack~~alliance plantations. By the end of ~~technology input~~2014, ~~primarily~~the ~~based~~number onof ~~nature~~our ~~growth;~~franchised retail c)stores ~~undeveloped~~reached ~~commercial systems~~64, ~~particularly~~increasing inby ~~storage~~approximately ~~and~~814% ~~transportation;~~compared d)to ~~no clear~~7 ~~segments~~stores in ~~the industry~~2013, ~~particular~~meeting inour ~~household~~expectations ~~base~~for 2014. ItSuch expansion iswas aaccomplished ~~long-term~~via ~~goal~~acquisitions, tofranchise ~~rid~~sales usor ofdirect ~~all~~setups. ~~these~~There ~~barriers.~~are ~~After~~44 ~~China entered~~stores ~~the~~within ~~World~~Beijing ~~Trade~~area, ~~Organization~~of ~~("WTO")~~which 2 instores ~~2001,~~are ~~the~~wholly ~~sales~~owned ~~channels~~by ~~for~~us ~~citrus~~under ~~products~~direct ~~should~~management, beand ~~more~~42 ~~facilitated due~~stores toare ~~the~~managed ~~open~~by ~~markets~~franchisees. InThe ~~the~~remaining ~~long~~20 ~~run,~~stores ~~the~~are located ~~export~~in ofdifferent ~~Chinese~~provinces ~~citrus~~including ~~will~~Hebei, ~~increase~~Jiangxi, ~~constantly~~Yunnan and Zhejiang, ~~for~~all ~~both~~of ~~fresh~~which ~~fruits~~are ~~and~~managed ~~processed products~~by franchisees.

~~Marketing~~In addition, we entered into an acquisition ~~Strategies~~agreement on February 28, 2014 with Baojia Guoye Co. Ltd. (“Baojia”), a corporation existing and organized under the laws of China, pursuant to which we paid cash of $162,512 (RMB 1,000,000) to acquire Baojia’s three retail stores in Hangzhou, Zhejiang Province, China. As of the date of this report, the acquisition transaction is not closed since the transfer of business registrations and related licenses has not been completed. Thus, the accounts for these three retail stores were not included in the consolidated financial statements as of December 31, 2014.

~~Expanding~~In order to efficiently and systematically ~~Retail~~manage ~~Fruit~~our ~~Stores~~franchised ~~Network~~retail stores throughout China, we plan to incorporate regional franchise management companies, all of which will be wholly-owned and managed directly by Tai Na Beijing. The regional franchise management companies serve as a hub to cover all stores within the region, which significantly reduce the spoilage rate due to long distance transportation and improve logistic efficiency. The first two regional franchise management companies are located in Nanchang and Hangzhou. Both cities have leading positions amongst Tier II cities in China with great potential to have a boom in local economy. They will be our next target markets to expand our franchised retail stores after Beijing area. As of December 31, 2014, there are 7 stores in Hangzhou area and 5 stores in Nanchang area. We estimate that the number of retailed stores in 2015 will reach 20 and 10 in Hangzhou and Nanchang, respectively. The total number of retailed stores throughout China is expected to be 135 in 2015.

We ~~believe~~ ~~franchise retail stores~~ will ~~benefit~~periodically usevaluate ~~in our business expansion and brand recognition. We preferred~~ the ~~stores operated~~operations in ~~form of joint ventures with~~ the existing ~~profitable and middle-size retail~~ stores ~~because those stores have certain operating history~~ and customers base. We reorganize the stores and provide the stores with our standard management systems, supplies, as well as remodeling to unify store display, color, and sign pursuant to the franchise requirements. The franchise retail stores will help build a direct channel between the end users and us, which will facilitate the process of moving product from our plants to the markets, and benefitting us in adjusting our business strategies when markets change. As of December 31, 2013, we had seven franchise retail stores in Beijing area, of which two stores are wholly owned by us under direct management, and five stores are managed by the franchisees. In 2014, we will evaluate the operation in the existing stores and replace those in poor performance with new stores. ~~After~~We ~~several~~believe ~~years experience in operating franchise retail stores,~~ we ~~believe~~are ~~2014~~able isto ~~the~~expand ~~right~~our ~~timing~~market ~~for~~shares usthrough toan ~~expand~~effective ~~our~~and ~~retail~~efficient ~~stores~~franchise retail network. We expect ~~the~~more ~~total~~market ~~number~~shares ofvia ~~franchise~~brand ~~stores~~recognition toin ~~be increased to sixty four via acquisitions by~~ the ~~end~~near ~~of 2014~~future.

~~Expanding Logistic~~· ~~Center~~Forming New BVI Subsidiary for export

~~We believe~~Our revenue from fresh fruits export was a key ~~sound~~component ~~warehouse~~of ~~and~~our ~~logistics~~revenues, ~~center~~which ~~will~~was ~~help~~approximately us$22 tomillion, ~~improve~~or ~~efficiency~~67% ~~and~~of ~~reduce~~total ~~operating~~revenues ~~expenses~~in 2014. ~~Especially~~In ~~for fresh~~order ~~fruits,~~to simplify the procedures ~~prompt~~of ~~handling~~import and ~~delivery~~export, isour ~~significant~~Board toof ~~reduce~~Directors ~~loss~~authorized ~~from~~and ~~spoilage.~~approved ~~Therefore,~~to wesetup ~~focus~~a onnew ~~establishing a~~subsidiary ~~systematic~~called ~~logistics~~US-China ~~center~~Fruits Company toLimited ~~support~~(“US-China Fruits”) under the ~~expanding~~laws ~~retail~~of ~~network.~~British OnVirgin ~~March~~Islands 3,in ~~2012,~~June weof ~~entered~~2014, ~~into~~of awhich ~~five-year~~we ~~lease~~have ~~agreement~~99.99% ~~for~~ownership. ~~warehouse~~The ~~and~~articles ~~logistic~~of ~~space~~incorporation of ~~approximately~~US-China ~~26,700~~Fruits ~~square~~was ~~feet~~filed toon ~~store,~~June ~~select~~16, ~~pack~~2014. ~~and~~The ~~deliver~~switch ~~fresh~~from ~~fruits.~~current ~~After~~exporting ~~the~~system ~~full~~to ~~operation~~new ofsystem ~~the~~involving ~~logistics~~US-China ~~center~~Fruits was not completed; thus, wethere ~~believe~~were ~~both~~no ~~operating~~activities ~~expenses~~in ~~and~~US-China ~~cost~~Fruits as of ~~goods~~December ~~sold~~31, 2014. ~~will~~We bebelieve ~~reduced~~the ~~due~~new tosubsidiary ~~large-scale purchases~~will facilitate the export process and ~~delivery~~increase the efficiency when we develop oversea markets.

~~(5)~~· Developing E-commerce Market

~~Table~~E-commerce overcomes the geographic barrier and provides us with a powerful access to the non-China markets. Currently all of ~~Contents~~our e-commerce business is conducted by a related party, and we are the exclusive supplier for all the fruits sold online. We plan to integrate this section into our corporate structure in 2015. According to our strategic plans, we will develop our online fruit stores on the popular e-commerce platforms associated with Alibaba, and further expand our fruit e-commerce business to the leading business-to-consumer platforms like Taobao.com, Tmall.com, JD.com, and Yhd.com, and other major group-buying websites. Working with these well-developed e-commerce platforms, we expect to establish our competitive niche with respect to high quality, wide range of variety and efficient delivery.

~~Improving~~Eventually, we will develop an “Online ~~Management~~Distribution ~~Systems~~and Franchise” system in order to build a comprehensive vertical fruit e-commerce platform with major fruit participants, operators and industry bodies. We believe e-commerce market will share the same significance as traditional markets in the near future. Our goal is to combine e-commerce with our growing retail stores network to introduce an “online to offline” business model for our clients. Such integration will increase our brand recognition and market shares in fruit e-commerce business.

~~We have~~When ~~run~~our ~~retail~~business ~~fruit~~model ~~stores~~is ~~since~~running ~~2007~~efficiently, ~~experiencing economic boom and financial crisis, from which~~ we ~~summarize~~believe ~~three~~all ~~key~~components ~~success factors,~~within ~~including~~our ~~good~~model ~~location,~~will ~~prompt~~be ~~delivery~~benefited ~~system~~ and ~~sophisticated leader. If good location is predetermined~~profitable, ~~prompt delivery~~ and, ~~sophisticated~~as ~~leader~~a ~~will~~result, ~~be significantly related to~~ our ~~management~~business ~~system. We~~ will ~~standardize~~obtain ~~our~~a ~~operating system; provide~~rapid ~~our~~growth ~~employees~~rate ~~with clear indicators~~ in ~~connection with sales skill, products display, storage, delivery, and marketing promotion~~2015. ~~We will set up different modules to evaluate the store performance and employee performance. We believe an effective operating system will improve efficiency and encourage our employees.~~

~~Seeking~~Simultaneously with expanding our infrastructure, we have attempted to enhance our brand recognition by hosting certain social events. During the first quarter of 2014, we launched the “Taina® Miss Fruit” Beauty Contest, the first national fruit-themed beauty contest in China that is aimed to advocate the fruit culture and healthy lifestyle in China’s growing urban population. In November 2014, we co-sponsored “Nanfeng Tangerines Promotion Conference” at China National Convention Center, Beijing, which was hosted by China Entry-Exit Inspection and Quarantine Associates and the local government of Nan Feng County. As a recent move to enhance our retail fruit store brand name, Taina®, we believe the social events will set a stage for ~~Opportunities~~us to ~~Develop~~present ~~International~~cross ~~Markets~~marketing opportunities in fruit planting, distributing, and retailing.

Our tangerines, known as "Nan Feng tangerine", are popular in the market due to the high quality, benefitting from the natural resources in Nan Feng County, which is a well known agricultural area for tangerines in China. Currently, we primarily market in China and hold a leading position in the Chinese market. However, this position is challenged since China’s accession to WTO in 2001. We believe the open-market policies will lower the barriers to entry, both in Chinese markets and global markets. WTO membership brought with it the opportunity to take advantage of new market access opportunities and new protections now available to China under the rules-based system of the WTO. In order to develop our international markets, we have set up a department in charge of oversea markets since 2010, which included 10 full-time employees as of December 31, 2013. Our target markets including Europe, Middle-east, and Southeast Asia. In 2013, our revenues generated from international markets included approximately $236,540 from Dubai, approximately $6,000,000 from Thailand and approximately $36,736 from Malaysia. We believe there is great growth potential in international markets and we will keep looking for the opportunities oversea.(4)

~~Seeking for~~Table ~~Strategic~~of ~~partners~~Contents

~~For Nan~~Overview ~~Feng~~of ~~tangerine,~~Our ~~other~~Market ~~fresh fruit and certain related products, we intend to enter into collaborative arrangements with third parties. These collaborations may be necessary in order for us to:~~Area

•China's citrus industry currently experiences ~~Enhance~~transition ~~manufacturing~~from ~~capacities;~~quantity concentration to quality concentration, from production only to diversified business segments covering pre-production to post-production. According to China Citrus Industry Development Report (2013), citrus production in China has the following features:

•* ~~Setup~~Planting ~~franchise~~area ~~retail~~for ~~stores~~citrus infruit ~~our~~and ~~target~~its ~~markets~~output ~~located~~have been at the first place in ~~North~~the ~~China~~World for several years. In 2012, ~~East~~the planting area for citrus fruit in China was approximately 2.3 million hectares and ~~South~~its ~~China;~~output was approximately 31.7 million tons, which was 24.98% and 24.56% of the World, respectively, compared to global citrus planting area of approximately 9.2 million hectares and global citrus output of approximately 129 million tons.

~~• Diversify~~* Planting area for citrus fruit was also at the first place amongst various fruit in China; its output was at the second place, less than the output of apples. In China, the planting area for all kinds of fruit was 121.4 million hectares, 19.0% of which was planting citrus fruit; the total fruit output was 151.0 million tons, 21.0% of which was citrus fruit. Compared to the planting area of 32.7 thousand hectares and 177.9 thousand hectares in 1952 and 1978, respectively, the planting area for citrus fruit increased 70 times and 12 times in 2012. Compared to the output of 206.6 thousand tons and 382.7 thousand tons in 1952 and 1978, respectively, the output increased 152 times and 82 times in 2012. * Increase in global fresh fruit ~~sold~~trading. According to the data from Global Trading Information Services Co. (“GTI”), global fresh fruit trading revenues were $120.4 billion, increased by 11% compared to the trading revenues in 2010. China was at the ~~franchise~~seventh ~~stores;~~place with respect to fruit export, which was $2.3 billion, increased by 18.5% compared to the previous year. China was at the ninth place with respect to fruit import, which was $2.35 billion, increased by 58% compared to the previous year. * Increase in fruit revenues. The total revenues generated from fruit industry in China was approximately $100 billion (RMB 629.1 billion) in 2012, increased by approximately $11.4 billion (RMB 72.1 billion), or 12.9%, compared to 2011. It was approximately 13.4% of total agricultural revenues. In the past decade, the revenues from the fruit industry have been increasing with the expansion in production capacity. The fruit revenues in 2012 were 4 times the fruit revenues in 2003. The average increasing rate of fruit revenues was 14.87% per year in the past decade. The fruit industry becomes a significant portion of modern agriculture in China. * Preference to fresh fruits. 95% of citrus products in China are consumed as fresh fruit. Fruit manufacturing is not popular in China, most of which is for export only. In addition, the orange juices on Chinese markets are primarily made from concentrated or non-concentrated juices imported from Brazil and the United States. As a result of the improved life quality in China and the awareness of health, the consumption of fresh fruit has changed from the enjoyable goods to be the necessity for life. The consumption habit also changes from seasonal consumption to be daily consumption.

•In general, citrus output increased ~~Expand~~tremendously in China in the ~~sales~~past ~~network~~decades due to the increases in numbers of plantations. However, compared to the world's market, the citrus industry in China is undeveloped in terms of quality, output, manufacture and efficiency. There are four barriers in China's citrus industry: a) small manufacturing magnitude, primarily based on household; b) lack of technology input, primarily based on nature growth; c) undeveloped commercial systems, particularly in storage and transportation; d) no clear segments in the industry, particular in household base. It is a long-term goal to rid us of all these barriers. After China entered the World Trade Organization ("WTO") in 2001, the sales channels for citrus products should be facilitated due to the open markets. In the long run, the export of Chinese citrus will increase constantly, for both fresh fruits and processed products.

~~• Increase~~Marketing ~~sales revenue; and~~Strategies

~~• Successfully~~Expanding ~~build~~Retail ~~brand~~Fruit ~~identity.~~Stores Network

~~Enhancing~~We believe franchise retail stores will ~~Manufacture~~benefit ~~Capacity~~us in our business expansion and brand recognition. We identify middle-size stores currently profitable and persuade them to join our franchise. Those stores are better than the brand-new stores because they have certain operating history and customers base. We provide the stores with our standard management systems, supplies, as well as renovation to unify store display, color, and sign pursuant to the franchise requirements. The franchised retail stores will help build a direct channel between the end users and us, which will facilitate the process of moving product from our manufacture plants to the markets, and benefit us in adjusting our business strategies when markets change. By the end of 2014, the number of our franchised retail stores reached 64, increasing by approximately 814% compared to 7 stores in 2013, exceeding our expectation in 2014. Such expansion was accomplished via acquisitions, franchise sales or direct setups. There are 44 stores within Beijing area, of which 2 stores are wholly owned by us under direct management, and 42 stores are managed by franchisees. The remaining 20 stores are located in different provinces including Hebei, Jiangxi, Yunnan and Zhejiang, all of which are managed by franchisees.

~~We own~~Expanding ~~our~~Logistic primarily facility in Nan Feng County which consists of a total land area of 755,228 square feet, including manufacturing plants of 340,570 square feet and office buildings of 19,267 square feet. In order to effectively maintain the quality of tangerine, we have a set of temperature and humidity auto-control equipments with capacity of 1,500 tons. We also have two automatic product lines to select fruits, the hourly process capacity of which is 10 ton/hour and 15 ton/hour, respectively. During the year of 2013, our total production was 8,400 tons. We expect the production capacity will reach 15,000 tons in 2014 due to the improvement of production efficiency.Center

~~Seeking~~We believe a sound warehouse and logistics center will help us to improve efficiency and reduce operating expenses. Especially for ~~Supports~~fresh fruits, the prompt handling and delivery is significant to reduce loss from ~~local~~spoilage. ~~government~~Therefore, we focus on establishing a systematic logistics center to support the expanding retail network. On March 3, 2012, we entered into a five-year lease agreement for warehouse and logistic space of approximately 26,700 square feet to store, select, pack and deliver fresh fruits. After the full operation of the logistics center, we believe both operating expenses and cost of goods sold will be reduced due to large-scale purchases and delivery.

We have been focused within our industry since 2005 and we believe we have obtained a solid reputation and a good working relationship with the local government due to our continuous contributions to the local economy. During 2012, with the support from our local government, we utilized an area of 98,505 square feet to establish an Express Export Zone (~~“EEZ”~~5) with the purpose of exporting fresh tangerines and other fresh fruits. The government departments including Customs, Inspections and Clearing have setup a satellite office onsite to facilitate the process. We believe the setup of this EEZ is good for us to improve our operating efficiencies and also serves as a bridge connecting local enterprises to the world and benefits our local economy. In order to encourage our efforts on modern agricultural development, we obtained the grants in amount of $409,160 and $1,220,920 from the local government in 2013 and 2012, respectively.

~~Increasing Expenses~~Table inof ~~Marketing~~Contents

~~We currently~~Improving ~~focus~~Management on Beijing as our target market. We plan to increase the marketing expenses on advertising to support our franchise retail stores in Beijing and build up the Beijing market as a showcase for our franchise retail business. Beijing is heart of North China, which has significant effects on the market in North China as a whole. The success in Beijing market is critical for us to develop the market in North China. We divide the Chinese market into three parts: North China, East China and South China. If our business model in North China succeeds, we will repeat it in East China and South China. In addition, we retain professional consultants to integrate our marketing strategies. We believe their expertise will benefit us in connection with target markets definition, corporate image, brand identity and media preference.Systems

~~Competition~~ We have run retail fruit stores since 2007, experiencing economic boom and financial crises, from which we summarize three key success factors, including good location, prompt delivery system and sophisticated leader. If good location is predetermined, prompt delivery and sophisticated leader will be significantly related to our management system. We will standardize our operating system; provide our employees with clear indicators in connection with sales skill, products display, storage, delivery, and marketing promotion. We will set up different modules to evaluate the store performance and employee performance. We believe an effective operating system will improve efficiency and encourage our employees.

~~The domestic~~In ~~and~~addition, ~~international~~we ~~markets~~plan ~~for the citrus industry are intensely competitive and require us~~ to ~~compete~~incorporate regional ~~against~~franchise ~~some~~management companies ~~possessing~~ ~~greater financial, marketing and other resources than ours. These include firms that compete~~ in ~~multiple~~2015 ~~geographic areas~~to asefficiently ~~well~~and assystematically ~~firms~~manage ~~that~~our ~~are~~franchised ~~primarily~~retail ~~local~~stores ~~in their operation~~throughout China. ~~Competitive~~The ~~products~~regional ~~include~~franchise ~~different~~management ~~fruits~~companies ~~planted~~serve inas ~~domestic market~~a ~~and~~hub ~~those~~to ~~imported~~cover ~~from~~all ~~Southeast~~stores ~~Asia,~~within ~~Japan,~~the ~~Taiwan~~region, ~~Europe,~~which USsignificantly ~~and Canada. Competitive factors impacting our business~~reduce ~~include~~the ~~pricing,~~spoilage ~~advertising,~~rate ~~sales~~due ~~promotions,~~to ~~product~~long ~~innovation,~~distance ~~increased~~transportation ~~efficiency in production techniques, the introduction of new packaging,~~ and ~~brand/trademark~~improve ~~development~~logistic ~~and protection~~efficiency.

~~Our competitive~~Seeking ~~strengths~~for ~~include~~Opportunities ~~good~~to ~~quality~~Develop ~~with~~International a high level of consumer acceptance; a national distribution network; sophisticated marketing capabilities; and a talented group of dedicated employees. However, we cannot be certain that efforts in marketing will be successful.Markets

~~Government~~Our signature tangerines, known as "Nanfeng ~~Regulation~~ tangerine", was selected solely for Chinese royals in the past and became very popular in the market during recent decades for their high quality, attributable to the particular natural resources in Nan Feng County. Currently, we primarily market in China and hold a leading position in the Chinese market. However, this position has been challenged since China’s participation in WTO in 2001. We believe the open-market policies will lower the barriers to entry, in both Chinese markets and global markets. WTO membership brought with it the opportunity to take advantage of new market access opportunities and new protections now available to China under the rules-based system of the WTO. In order to develop our international markets, we have set up a department in charge of oversea markets since 2010, which included 15 full-time employees as of December 31, 2014. Our target markets include Europe, Middle-east, and Southeast Asia. In 2014, our revenues generated from international markets were approximately $22 million, or 67% of total revenues, including approximately $5 million from Thailand, approximately $4.6 million from Myanmar, approximately $4.5 million from Kyrgyzstan, approximately $3.2 million from Kazakhstan and approximately $1.6 million from Dubai. We believe there is great growth potential in international markets and we will keep looking for the opportunities oversea.

~~The production,~~Seeking ~~distribution~~for ~~and~~Strategic sale in the Chinese market of our products are subject to the PRC State Food, Drug, and Cosmetic Act, state consumer protection laws, the Occupational Safety and Health Act, various environmental statutes; and various other state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, labeling and ingredients of such products.partners

~~Employees~~For Nanfeng tangerine, other fresh fruit and certain related products, we intend to make alliances with third parties, which will be good for us with respect to the followings:

~~We have~~• toEnhance ~~make~~manufacturing a rational allocation and use of personnel to match our business growth. As of December 31, 2013, we had 62 full-time employees, of which 38 are specialized in franchising management, export trading and purchasing.capacities;

~~(6)~~• Setup franchised retail stores in our target markets located in North China, East China and South China;

~~Table~~• ofDiversify ~~Contents~~the fresh fruit sold in the franchise stores;

~~ITEM 1A.~~• ~~RISK~~Expand ~~FACTORS~~the sales network;

~~In addition~~• toIncrease ~~the~~sales ~~other~~revenue; information set forth in this report, you should carefully consider the following factors, which could materially affect our business, financial condition or future results. The risks described below are not the only risks facing us. Additional risks and ~~uncertainties not currently known to us or that we currently deems to be immaterial also may materially adversely affect our business, financial condition or results of operations.~~

~~We rely~~• onSuccessfully ~~its~~build ~~strategic~~brand ~~partners for a significant portion of its business~~identity. ~~If we are unable to maintain good relationships with its strategic partners, our business could suffer~~

~~For Nan~~Enhancing ~~Feng~~Manufacture ~~tangerine, other fresh fruit and certain related products, we intend to enter into collaborative arrangements with third parties. These collaborations may be necessary in order for us to:~~Capacity

•We own our primarily facility in Nan ~~Enhance~~Feng County which consists of a total land area of 755,228 square feet, including manufacturing ~~capacities;~~plants of 340,570 square feet and office buildings of 19,267 square feet. In order to effectively maintain the quality of tangerine, we have a set of temperature and humidity auto-control equipment with capacity of 1,500 tons. We also have two automatic production lines for fruits selection, the hourly process capacity of which is 10 ton/hour and 15 ton/hour, respectively. During the year of 2014, our total production was 17,000 tons. We expect the production capacity will reach 34,000 tons in 2015 due to the improvement of production efficiency.

•Seeking ~~Setup~~for ~~franchise~~Supports ~~retail~~from ~~stores~~local ~~in our target markets located in North China, East China and South China~~government

•We have been focused within our industry ~~Diversify~~since 2005 and we believe we have obtained a solid reputation and a good working relationship with the local government due to our continuous contributions to the local economy. During 2012, with the support from our local government, we utilized an area of 98,505 square feet to establish an Express Export Zone (“EEZ”) to speed up the process of exporting fresh ~~fruit~~tangerines and ~~sold~~other fresh fruits. The government departments including Customs, Inspections and Clearing have setup a satellite office onsite to facilitate the process. We believe the setup of this EEZ is good for us to improve our operating efficiencies and also serves as a bridge connecting local enterprises to the world and benefits our local economy. In order to encourage our efforts on modern agricultural development, we obtained the grants in amount of $278,780 and $409,160 from the ~~franchise~~local ~~stores;~~government in 2014 and 2013, respectively.

~~• Expand~~Increasing ~~the~~Expenses ~~sales~~in ~~network;~~Marketing

•We have selected Beijing as our target market ~~Increase~~since ~~sales~~2008. ~~revenue;~~We plan to increase the marketing expenses on advertising to support our franchise retail stores in Beijing and build up the Beijing market as a showcase for our franchise retail business. Beijing is heart of North China, which has significant effects on the market in North China as a whole. The success in Beijing market is critical for us to develop the market in North China. We divide the Chinese market into three parts: North China, East China and South China. If our business model in North China succeeds, we will repeat it in East China and South China. In 2015, we will pick Nanchang and Hangzhou as our next target markets to expand our franchised retail stores after Beijing area. Both cities have leading positions amongst Tier II cities in China with great potential to have a boom in local economy. As of December 31, 2014, there are 7 stores in Hangzhou area and 5 stores in Nanchang area. We estimate that the number of retail stores in 2015 will reach 20 and 10 in Hangzhou and Nanchang, respectively. The total number of retailed stores throughout China is expected to be 135 in 2015.

•In addition, we retain professional ~~Successfully~~consultants ~~build~~to integrate our marketing strategies. We believe their expertise will benefit us in connection with target markets definition, corporate image, brand identity and media preference.

We cannot assure that we will be able to enter into collaborative agreements with partners on terms favorable to us, or at all, and any future agreement may expose us to risks that our partner might fail to fulfill its obligations and delay commercialization of our products. We also could become involved in disputes with partners, which could lead to delays in or terminations of our development and commercialization programs and time consuming and expensive litigation or arbitration. Our inability to enter into additional collaborative arrangements with other partners, or our failure to maintain such arrangements, would limit the number of product candidates which we could develop and ultimately, decrease our sources of any future revenues.Competition

~~Increase~~The domestic and international markets infor ~~cost~~the citrus industry are intensely competitive and require us to compete against some companies possessing greater financial, marketing ~~disruption~~and ofother ~~supply~~resources orthan ~~shortage~~ours. ofThese ~~raw~~include ~~materials~~firms ~~could~~that ~~harm~~compete in multiple geographic areas as well as firms that are primarily local in their operation. Competitive products include different fruits planted in domestic market and those imported from Southeast Asia, Japan, Taiwan, Europe, US and Canada. Competitive factors impacting our business include pricing, advertising, sales promotions, product innovation, increased efficiency in production techniques, the introduction of new packaging, and brand/trademark development and protection.

~~The output~~Our ofcompetitive ~~tangerine~~strengths ~~significantly~~include ~~relies~~good quality onwith ~~the~~a ~~local~~high ~~climate.~~level ~~The shortage~~ of ~~tangerine~~consumer ~~would~~acceptance; ~~increase~~a ~~our~~national ~~operating~~distribution ~~costs~~network; ~~and could~~sophisticated ~~reduce~~marketing ~~our~~capabilities; ~~profitability.~~and ~~Increases~~a talented ingroup ~~the prices~~ of ~~our~~dedicated ~~finished products resulting from higher raw material costs could affect affordability in some markets and reduce our sales~~employees. AnHowever, ~~increase~~we incannot ~~the~~be ~~cost~~certain orthat aefforts ~~sustained interruption~~ in ~~the~~marketing ~~supply~~will ~~or shortage of the tangerine that may~~ be ~~caused by natural disasters could negatively impact our net revenues and profits~~successful.

~~Adverse weather~~Government ~~conditions could reduce the demand for our products.~~Regulation

The production, distribution and sale ~~sales~~in the Chinese market of our products are ~~influenced~~subject to ~~some~~the ~~extent~~PRC byState ~~weather~~Food, ~~conditions~~Drug, inand ~~the~~Cosmetic ~~markets~~Act, instate ~~which~~consumer weprotection ~~operate. Unusually cold weather~~laws, ~~during~~ the ~~summer~~Occupational ~~months~~Safety ~~may~~and ~~have~~Health aAct, ~~temporary~~various ~~effect~~environmental onstatutes; ~~the~~and ~~demand~~various ~~for~~other ~~our~~state ~~products~~and local statutes and ~~contribute~~regulations applicable to ~~lower~~the ~~sales~~production, ~~which~~transportation, ~~could have~~sale, ansafety, ~~adverse~~advertising, ~~effect~~labeling onand ~~our~~ingredients ~~results~~ of ~~operations~~such ~~for those periods~~products.

~~If we are unable to maintain brand identity and product quality, our business may suffer.~~Employees

~~Our success~~We ~~depends~~have ~~on our ability~~ to ~~maintain~~make ~~brand~~a ~~identity~~rational ~~for our "Nan Feng Tangerine". We cannot assure you, however,~~allocation ~~that additional expenditures~~ and ~~our~~use ~~renewed~~of ~~commitment~~personnel to ~~advertising~~match ~~and marketing will have the desired impact on~~ our ~~products' brand~~business ~~image~~growth. ~~and~~As onof ~~consumer~~December ~~preferences.~~31, ~~Product~~2014, ~~quality~~we ~~issues,~~had ~~real~~60 orfull-time ~~imagined~~employees, ~~or allegations~~ of ~~product~~which ~~contamination,~~27persons ~~could~~are ~~tarnish~~specialized ~~the~~in ~~image~~franchising ofmanagement, ~~the~~export ~~affected~~trading ~~brands~~ and ~~may~~purchasing, ~~cause~~10 ~~consumers~~persons tograduated ~~choose~~with ~~other~~master ~~products~~degree or higher.

~~Changes in accounting standards and taxation requirements could affect our financial results.~~(6)

~~New accounting~~Table ~~standards or pronouncements that may become applicable to us from time to time, or changes in the interpretation~~ of ~~existing~~ standards and pronouncements, could have a significant effect on our reported results for the affected periods. We are also subject to income tax in China in which we generate net operating revenues. In addition, our products are subject to sales and value-added taxes in China. Increases in income tax rates could reduce our after-tax income from affected jurisdictions, while increases in indirect taxes could affect our products' affordability and therefore reduce demand for our products.Contents

~~(7)~~ITEM 1A. RISK FACTORS

~~Table~~In addition to the other information set forth in this report, you should carefully consider the following factors, which could materially affect our business, financial condition or future results. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deems to be immaterial also may materially adversely affect our business, financial condition or results of ~~Contents~~operations.

~~If we~~We ~~are~~rely ~~not~~on ~~able~~our tostrategic ~~achieve~~partners for a significant portion of our ~~overall~~business. ~~long~~If ~~term~~we ~~goals,~~are ~~the~~unable ~~value~~to ofmaintain angood ~~investment~~relationships inwith usour ~~could~~strategic bepartners, ~~negatively~~our ~~affected.~~business could suffer

~~We have~~For ~~established~~Nanfeng ~~and~~tangerine, ~~publicly~~other ~~announced~~fresh ~~certain long-term growth objectives. These objectives were based on our evaluation of~~fruit ~~our~~and ~~growth~~certain ~~prospects,~~related ~~which are generally based on the increase in our investment~~products, ~~and~~we onintend anto ~~assessment~~make ofalliance ~~potential~~with ~~level~~third ~~or mix~~parties ofin ~~product~~connection ~~sales.~~with ~~There can be no assurance that we will achieve~~ the ~~required volume or revenue growth or mix of products necessary to achieve our growth objectives.~~followings:

~~Our assets~~• ~~are~~Enhance ~~located~~manufacturing ~~in China and its revenues are derived from its operations in China~~capacities;

~~In terms~~• ofSetup ~~industry~~franchised ~~regulations~~retail ~~and policies, the economy of China has been transitioning from a planned economy to market oriented~~stores ~~economy. Although~~ in ~~recent~~our ~~years~~target ~~the~~markets ~~Chinese~~located government has implemented measures emphasizing the utilization of market forces for economic reforms, the reduction of state ownership of productive assets and the establishment of sound corporate governance in ~~business~~North ~~enterprises, a substantial portion of productive assets in~~ China ~~are still owned by the Chinese government. For example~~, ~~all~~ ~~lands~~East are state owned and are leased to business entities or individuals through governmental granting of State-owned Land Use Rights. The granting process is typically based on government policies at the time of granting and it could be lengthy and complex. This process may adversely affect our future manufacturing expansions. The Chinese government also exercises significant control over China’s ~~economic growth through the allocation of resources, controlling payment of foreign currency~~ and ~~providing preferential~~South treatment to particular industries or companies. Uncertainties may arise with changing of governmental policies and measures. At present, our development of research and development technologies and products is subject to approvals from the relevant government authorities in China~~. Such governmental approval processes are typically lengthy and complex, and never certain to be obtained.~~;

~~Political~~• Diversify the fresh fruit sold ~~and~~in ~~economic~~the ~~risks~~franchise stores;

~~China is~~• aExpand ~~developing country with a young market economic system overshadowed by~~ the ~~state.~~sales Its political and economic systems are very different from the more developed countries and are still in the stage of change. China also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationship with other countries, including but not limited to the United States. Such shocks, instabilities and crises may in turn significantly and adversely affect our performance.network;

~~Risks related~~• toIncrease ~~interpretation~~sales ofrevenue; ~~China laws~~ and ~~regulations which involves significant uncertainties~~

~~China’s legal~~• ~~system~~Successfully isbuild ~~based~~brand ~~on written statutes and their interpretation by the Supreme People’s Court~~identity. Prior court decisions may be cited for reference but have limited value as precedents. Since 1979, the Chinese government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. In addition, as the Chinese legal system develops, we cannot assure that changes in such laws and regulations, and their interpretation or their enforcement will not have a material adverse effect on our business operations.

~~Fluctuations~~We cannot assure that we will be able to enter into alliance agreements with partners on terms favorable to us, or at all, and any future agreement may expose us to risks that our partner might fail to fulfill its obligations and delay commercialization of our products. We also could become involved in ~~the~~disputes ~~exchange~~with ~~rate~~partners, which could ~~have~~lead ato ~~material~~delays ~~adverse~~in ~~effect~~or ~~upon~~terminations of our ~~business~~development and commercialization programs and time consuming and expensive litigation or arbitration. Our inability to enter into additional collaborative arrangements with other partners, or our failure to maintain such arrangements, would limit the number of product candidates which we could develop and ultimately, decrease our sources of any future revenues.

~~We conduct~~Increase ~~our business~~ in ~~the Renminbi. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by~~cost, ~~among~~disruption ~~other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decade old policy~~ of ~~pegging~~supply ~~its~~or ~~currency to the U.S. currency. Under the current policy, the Renminbi is permitted to fluctuate~~shortage ~~within a narrow and managed band against a basket~~ of ~~certain~~raw ~~foreign~~materials currencies. This change in policy has resulted in an approximately 6.5% appreciation of the Renminbi against the U.S. dollar between July 21, 2005 and August 31, 2007. However, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could ~~result~~harm ~~in a further and more significant appreciation of the RMB against the U.S. dollar. To the extent~~ our future revenues are denominated in currencies other the United States dollars, we would be subject to increased risks relating to foreign currency exchange rate fluctuations which could have a material adverse affect on our financial condition and operating results since our operating results are reported in United States dollars and significant changes in the exchange rate could materially impact our reported earningsbusiness.

~~(8)~~The output of tangerine significantly relies on the local climate. A shortage of tangerines would increase our operating costs and could reduce our profitability. Increases in the prices of our finished products resulting from higher raw material costs could affect affordability in some markets and reduce our sales. An increase in the cost or a sustained interruption in the supply or shortage of the tangerine that may be caused by natural disasters could negatively impact our net revenues and profits.

~~Table~~Adverse ofweather ~~Contents~~conditions could reduce the demand for our products.

~~Declining~~The sales of our products are influenced ~~economic~~to some extent by weather conditions in the markets in which we operate. Unusually cold weather during the summer months may have a temporary effect on the demand for our products and contribute to lower sales, which could ~~negatively~~have ~~impact~~an adverse effect on our ~~business~~results of operations for those periods.

~~Our operations~~If we are ~~affected~~unable ~~by local, national and worldwide economic conditions. Markets in the United States and elsewhere have been experiencing extreme volatility and disruption for more than 12 months, due in part~~ to ~~the~~maintain ~~financial~~brand ~~stresses~~identity ~~affecting the liquidity of the banking system~~ and ~~the financial markets generally. In recent weeks, this volatility and disruption~~product has reached unprecedented levels. The consequences of a potential or prolonged recession may include a lower level of economic activity and uncertainty regarding energy prices and the capital and commodity markets. While the ultimate outcome and impact of the current economic conditions cannot be predictedquality, aour ~~lower~~business ~~level of economic activity might result in a decline in energy consumption, which~~ may ~~adversely affect the price of oil, liquidity and future growth~~suffer. ~~Instability in the financial markets, as a result of recession or otherwise, also may affect the cost of capital and our ability to raise capital.~~

~~You~~Our success depends on our ability to ~~may~~maintain ~~experience~~brand ~~difficulties~~identity infor ~~effecting~~our ~~service~~"Nan ofFeng ~~legal~~Tangerine". ~~process,~~We ~~enforcing~~cannot ~~foreign~~assure ~~judgments~~you, orhowever, ~~bringing~~that ~~original~~additional ~~actions~~expenditures inand ~~China~~our ~~based~~renewed commitment to advertising and marketing will have the desired impact on ~~United~~our ~~States~~products' orbrand ~~other~~image ~~foreign~~and ~~laws~~on ~~against~~consumer uspreferences. Product quality issues, ~~our~~real ~~management~~or imagined, or allegations of product contamination, could tarnish the ~~experts~~image ~~named~~of inthe ~~this~~affected ~~current~~brands and ~~report~~may cause consumers to choose other products.

~~We conduct~~Changes ~~substantially all of our operations~~ in ~~China~~accounting standards and ~~substantially~~taxation ~~all~~requirements ofcould ~~our~~affect ~~assets are located in China. In addition, most of~~ our ~~senior~~financial ~~executive officers reside within China~~results. As a result, it may not be possible to effect service of process within the United States or elsewhere outside of China upon our senior executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, our PRC counsel has advised us that the PRC does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts.

ToNew accounting standards or pronouncements ~~date~~that may become applicable to us from time to time, weor changes in the interpretation of existing standards and pronouncements, could have ~~not~~a ~~paid~~significant ~~any~~effect ~~cash~~on ~~dividends~~our reported results for the affected periods. We are also subject to income tax in China in which we generate net operating revenues. In addition, our products are subject to sales and novalue-added ~~cash~~taxes ~~dividends~~in ~~will~~China. beIncreases in ~~paid~~income tax rates could reduce our after-tax income from affected jurisdictions, while increases in ~~the~~indirect ~~foreseeable~~taxes ~~future~~could affect our products' affordability and therefore reduce demand for our products.

We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We intend to retain all earnings from our operations.(7)

~~The application~~Table of ~~the "penny stock" rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.~~Contents

~~As long~~If aswe ~~the~~are ~~trading~~not ~~price~~able ofto achieve our ~~common~~overall ~~shares~~long isterm ~~below $5 per share~~goals, the ~~open-market~~value ~~trading~~ of ~~our~~an ~~common~~investment shares will be subject to the "penny stock" rules. The "penny stock" rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in ~~excess of~~us ~~$1,000,000~~could or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser's written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be ~~sent~~negatively ~~disclosing recent price information on the limited market in penny stocks~~affected. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common shares, and may result in decreased liquidity for our common shares and increased transaction costs for sales and purchases of our common shares as compared to other securities.

~~Our~~We have established and publicly announced ~~common~~certain ~~shares~~long-term ~~are~~growth ~~thinly~~objectives. ~~traded~~These ~~and~~objectives were based on our evaluation of our growth prospects, ~~you~~which ~~may~~are begenerally based ~~unable~~on tothe ~~sell~~increase atin orour ~~near~~investment, ~~ask~~and ~~prices~~on an assessment of potential level or atmix ~~all~~of ifproduct ~~you~~sales. ~~need~~There tocan ~~sell~~be ~~your~~no ~~shares~~assurance tothat ~~raise~~we ~~money~~will achieve the required volume or ~~otherwise~~revenue ~~desire~~growth or mix of products necessary to ~~liquidate~~achieve ~~your~~our ~~shares~~growth objectives.

Our ~~common~~ ~~shares~~assets have historically been sporadically or "thinly-traded" on the “Over-the-Counter Bulletin Board”, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are alocated ~~small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others~~ in ~~the investment community that generate~~China ~~or influence sales volume,~~ and ~~that~~its ~~even~~revenues ifare wederived ~~came~~from toits ~~the~~operations attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in ~~our~~China ~~shares is minimal or non-existent, as compared to a seasoned issuer~~ which ~~has~~is a ~~large~~planned ~~and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price~~economy. ~~We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.~~

~~The~~In terms of industry regulations and policies, the economy of China has been transitioning from a planned economy to market ~~price~~oriented economy. Although in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for ~~our~~economic ~~common~~reforms, ~~stock~~the isreduction of ~~particularly~~state ~~volatile~~ownership ~~given~~of ~~our~~productive ~~status~~assets asand athe ~~relatively~~establishment ~~small~~of ~~company~~sound ~~with~~corporate governance in business enterprises, a ~~small~~substantial portion of productive assets in China are still owned by the Chinese government. For example, all lands are state owned and ~~thinly~~are ~~traded~~leased ~~“float”~~to ~~and~~business ~~lack~~entities or individuals through governmental granting of ~~current~~State-owned ~~revenues~~Land ~~that~~Use Rights. The granting process is typically based on government policies at the time of granting and it could ~~lead~~be tolengthy ~~wide~~and ~~fluctuations~~complex. inThis process may adversely affect our ~~share~~future ~~price~~manufacturing expansions. The ~~price~~Chinese ~~at which~~government ~~you~~also ~~purchase~~exercises ~~our~~significant ~~common~~control ~~stock~~over ~~may~~China’s ~~not~~economic growth bethrough ~~indicative~~the allocation of ~~the~~resources, ~~price~~controlling ~~that~~payment ~~will~~of ~~prevail~~foreign incurrency ~~the~~and ~~trading~~providing ~~market~~preferential treatment to particular industries or companies. ~~You~~Uncertainties may bearise ~~unable~~with changing of governmental policies and measures. At present, our development of research and development technologies and products is subject to ~~sell~~approvals ~~your~~from ~~common~~the ~~stock~~relevant atgovernment orauthorities ~~above~~in ~~your~~China. Such ~~purchase~~governmental ~~price~~approval ifprocesses atare ~~all,~~typically ~~which~~lengthy ~~may~~and ~~result~~complex, inand ~~substantial~~never ~~losses~~certain to ~~you~~be obtained.

~~The market~~Political ~~for our common shares is characterized by significant price volatility when compared to seasoned issuers,~~ and weeconomic expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our lack of revenues or profits to date and uncertainty of future market acceptance for our current and potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. The following factors may add to the volatility in the price of our common shares: actual or anticipated variations in our quarterly or annual operating results; adverse outcomes, additions or departures of our key personnel, as well as other items discussed under this "Risk Factors" section, as well as elsewhere in this Current Report. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.risks

~~Shareholders should~~China beis ~~aware~~a ~~that,~~developing ~~according~~country towith ~~SEC~~a young ~~Release No. 34-29093, the~~ market ~~for~~economic ~~penny~~system ~~stocks~~overshadowed ~~has~~by ~~suffered~~the instate. ~~recent~~Its ~~years~~political ~~from patterns of fraud~~ and ~~abuse.~~economic ~~Such~~systems ~~patterns~~are ~~include~~very ~~(1)~~different ~~control~~from of the ~~market~~more ~~for~~developed countries ~~the~~and ~~security by one or a few broker-dealers that~~ are ~~often related~~still toin the ~~promoter~~stage ~~or issuer; (2) manipulation~~ of ~~prices~~change. ~~through~~China ~~prearranged~~also ~~matching~~faces ofmany ~~purchases~~social, ~~and~~economic ~~sales~~ and ~~false~~political ~~and misleading~~challenges ~~press~~that ~~releases;~~may ~~(3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by~~produce ~~inexperienced~~major ~~sales~~shocks ~~persons; (4) excessive~~ and ~~undisclosed~~instabilities ~~bid-ask differential~~ and ~~markups~~even bycrises, ~~selling~~in ~~broker-dealers;~~both ~~and~~its ~~(5) the~~domestic ~~wholesale~~arena ~~dumping of the same securities by promoters~~ and ~~broker-dealers~~in ~~after~~its ~~prices~~relationship ~~have~~with ~~been~~other ~~manipulated to a desired level~~countries, ~~along~~ ~~with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the~~including ~~abuses~~but ~~that have occurred historically in the penny stock market. Although we do~~ not ~~expect~~limited to ~~be in a position to dictate~~ the ~~behavior~~ ofUnited ~~the~~States. ~~market~~Such orshocks, ofinstabilities ~~broker-dealers~~and ~~who~~crises ~~participate~~may in ~~the~~turn ~~market,~~significantly ~~management~~and ~~will~~adversely ~~strive~~affect ~~within the confines of practical limitations to prevent the described patterns from being established with respect to~~ our ~~securities. The occurrence of these patterns~~ ~~or practices could increase the volatility of our share price~~performance.

~~(9)~~Risks related to interpretation of China laws and regulations which involves significant uncertainties

~~Table~~China’s legal system is based on written statutes and their interpretation by the Supreme People’s Court. Prior court decisions may be cited for reference but have limited value as precedents. Since 1979, the Chinese government has been developing a comprehensive system of ~~Contents~~commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. In addition, as the Chinese legal system develops, we cannot assure that changes in such laws and regulations, and their interpretation or their enforcement will not have a material adverse effect on our business operations.

~~Volatility~~ Fluctuations in ~~our~~the ~~common~~exchange ~~share~~rate ~~price~~could ~~may~~have ~~subject~~a usmaterial adverse toeffect ~~securities~~upon ~~litigation~~our business.

~~The market~~We ~~for~~conduct our ~~common~~business ~~stock~~in the Renminbi. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is ~~characterized~~affected by, ~~significant~~among ~~price~~other ~~volatility~~things, ~~when~~changes in ~~compared~~political toand ~~seasoned~~economic ~~issuers~~conditions. On July 21, ~~and~~2005, wethe ~~expect~~PRC government changed its decade old policy of pegging its currency ~~that~~to ~~our~~the ~~share~~U.S. ~~price~~currency. ~~will~~Under ~~continue~~the current policy, the Renminbi is permitted to befluctuate ~~more~~within ~~volatile~~a ~~than~~narrow and managed band against a ~~seasoned~~basket ~~issuer~~of ~~for~~certain ~~the~~foreign ~~indefinite~~currencies. ~~future~~This change in policy has resulted in an approximately 6.5% Inappreciation of the ~~past~~Renminbi against the U.S. dollar between July 21, ~~plaintiffs~~2005 and August 31, 2007. However, there remains significant international pressure ~~have~~on ~~often~~the ~~initiated~~PRC ~~securities~~government ~~class~~to ~~action~~adopt ~~litigation~~an ~~against~~even amore ~~company~~flexible ~~following~~currency ~~periods~~policy, ofwhich ~~volatility~~could result in ~~the~~a ~~market~~further ~~price~~and more significant appreciation of ~~its~~the ~~securities~~RMB against the U.S. Wedollar. ~~may,~~To the extent our future revenues are denominated in currencies other the ~~future~~United States dollars, we would be ~~the~~subject ~~target~~to ofincreased ~~similar~~risks ~~litigation.~~relating ~~Securities~~to ~~litigation~~foreign currency exchange rate fluctuations which could ~~result~~have ina ~~substantial~~material adverse ~~costs~~affect on our financial condition and ~~liabilities~~operating results since our operating results are reported in United States dollars and significant changes in the exchange rate could ~~divert~~materially ~~management's~~impact ~~attention~~our ~~and~~reported ~~resources~~earnings.

~~Our corporate actions are substantially controlled by a single stockholder.~~(8)

~~Chen, Quan~~Table ~~Long currently owns approximately 100%~~ of our outstanding Series A and B Preferred shares, representing a majority of our voting power. This stockholder could exert substantial influence over matters such as electing directors and approving mergers or other business combination transactions. In addition, because of the percentage of ownership and voting concentration in the principal stockholder, elections of our board of directors will generally be within the control of this stockholder. While all of our shareholders are entitled to vote on matters submitted to our shareholders for approval, the concentration of shares and voting control presently lies with this principal stockholder. As such, it would be extremely difficult for shareholders to propose and have approved proposals not supported by the Chen, Quan Long. There can be no assurances that matters voted upon by the Chen, Quan Long will be viewed favorably by all shareholders of our company.Contents

~~We may~~Declining ~~need~~economic ~~additional~~conditions ~~capital, and the sale of additional shares or other equity securities~~ could ~~result~~negatively ~~in additional dilution~~impact to our ~~shareholders.~~business

~~We may~~Our ~~require~~operations ~~additional~~are affected ~~cash~~by ~~resources~~local, ~~due~~national toand ~~changed~~worldwide ~~business~~economic conditions. Markets orin ~~other~~the ~~future~~United ~~developments,~~States ~~including~~and ~~any~~elsewhere ~~investments~~have been orexperiencing ~~acquisitions~~extreme wevolatility ~~may~~and ~~decide~~disruption tofor ~~pursue.~~more Ifthan ~~our~~three ~~resources~~years, ~~are~~due ~~insufficient~~in part to ~~satisfy~~the ~~our~~financial ~~cash~~stresses ~~requirements~~affecting the liquidity of the banking system and the financial markets generally. In recent years, wethis ~~may~~volatility ~~seek~~and todisruption ~~sell~~has reached ~~additional~~unprecedented ~~equity~~levels. The orconsequences ~~debt~~of ~~securities~~a potential or ~~obtain~~prolonged arecession ~~credit~~may ~~facility.~~include ~~The~~a ~~sale~~lower level of ~~additional~~economic ~~equity~~activity and ~~securities~~uncertainty ~~could~~regarding ~~result~~energy inprices ~~additional dilution~~and tothe ~~our~~capital ~~shareholders~~and commodity markets. ~~The~~While ~~incurrence~~the ultimate outcome and impact of ~~indebtedness~~the ~~would~~current economic ~~result~~conditions incannot ~~increased~~be ~~debt~~predicted, ~~service~~a ~~obligations~~lower ~~and~~level ~~could~~of economic activity might result in ~~operating~~a ~~and~~decline ~~financing~~in ~~covenants~~energy ~~that~~consumption, ~~would~~which may ~~restrict~~adversely ~~our~~affect ~~operations.~~the Weprice ~~cannot~~of ~~assure~~oil, ~~you~~liquidity ~~that~~and ~~financing~~future ~~will~~growth. Instability bein ~~available~~the financial markets, as a result inof ~~amounts~~recession or onotherwise, ~~terms~~also ~~acceptable~~may toaffect ~~us,~~the ifcost atof ~~all~~capital and our ability to raise capital.

~~PRC laws~~You ~~and~~may ~~regulations~~experience ~~governing~~difficulties in ~~our~~effecting ~~business~~service ~~are~~of ~~uncertain.~~legal Ifprocess, weenforcing ~~are~~foreign ~~found~~judgments toor bebringing inoriginal ~~violation,~~actions wein ~~could~~China bebased ~~subject~~on toUnited ~~sanctions.~~States Inor ~~addition,~~other ~~changes~~foreign inlaws ~~such~~against ~~PRC~~us, ~~laws~~our ~~and~~management ~~regulations~~or ~~may~~the ~~materially~~experts ~~and~~named ~~adversely~~in ~~affect~~this ~~our~~current ~~business~~report.

~~There~~We conduct substantially ~~are~~all ~~substantial~~of ~~uncertainties~~our ~~regarding~~operations ~~the~~in ~~interpretation~~China and ~~application~~substantially all of ~~PRC~~our ~~laws~~assets ~~and~~are ~~regulations,~~located ~~including,~~in ~~but~~China. ~~not~~In ~~limited to~~addition, ~~the~~most ~~laws~~of ~~and regulations governing~~ our ~~business.~~senior Weexecutive officers ~~are~~reside ~~considered~~within ~~a foreign person or foreign invested enterprise under PRC law~~China. As a result, weit ~~are~~may ~~subject~~not be possible to ~~PRC~~effect ~~law~~service ~~limitations~~of onprocess ~~foreign~~within ~~ownership~~the ofUnited ~~Chinese~~States ~~companies.~~or ~~These~~elsewhere outside ~~laws~~of ~~and~~China ~~regulations are~~upon ~~relatively~~our ~~new~~senior ~~and~~executive ~~may~~officers, beincluding ~~subject~~with respect to ~~change,~~matters ~~and~~arising ~~their~~under ~~official~~U.S. ~~interpretation~~federal ~~and~~securities ~~enforcement~~laws or ~~may~~applicable ~~involve~~state ~~substantial~~securities ~~uncertainty~~laws. ~~The~~ ~~effectiveness~~Moreover, ofour ~~newly~~PRC ~~enacted~~counsel ~~laws,~~has ~~regulations~~advised orus ~~amendments~~that ~~may~~the bePRC ~~delayed,~~does ~~resulting~~not inhave ~~detrimental~~treaties ~~reliance~~with bythe ~~foreign~~United ~~investors.~~States ~~New~~or ~~laws~~many ~~and~~other ~~regulations~~countries ~~that~~providing ~~affect~~for ~~existing~~the ~~and~~reciprocal ~~proposed~~recognition ~~future~~and ~~businesses~~enforcement ~~may~~of ~~also~~judgment beof ~~applied retroactively~~courts.

~~The PRC~~To ~~government has broad discretion in dealing with violations of laws and regulations~~date, ~~including~~we ~~levying~~have ~~fines,~~not ~~revoking~~paid ~~business~~any ~~and~~cash ~~other~~dividends ~~licenses~~ and ~~requiring~~no ~~actions~~cash ~~necessary~~dividends ~~for~~will ~~compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may~~ be ~~revoked~~paid atin ~~a later time by higher regulatory bodies. We cannot predict~~ the ~~effect~~foreseeable of the interpretation of existing or new PRC laws or regulations on our businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future ~~PRC laws or regulations~~. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.

~~(10)~~We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We intend to retain all earnings from our operations.

~~Table~~The application of ~~Contents~~the "penny stock" rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

~~ITEM~~As long as the trading 1Bprice of our common shares is below $5 per share, the open-market trading of our common shares will be subject to the "penny stock" rules. ~~UNRESOLVED~~The ~~STAFF~~"penny ~~COMMENTS~~ stock" rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser's written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common shares, and may result in decreased liquidity for our common shares and increased transaction costs for sales and purchases of our common shares as compared to other securities.

~~None~~Our common shares are thinly traded and, you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

~~ITEM~~Our common shares 2have historically been sporadically or "thinly-traded" on the “Over-the-Counter Bulletin Board”, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. ~~PROPERTIES~~This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

WeThe market price ~~are~~for ~~headquartered~~our incommon ~~Beijing,~~stock ~~PRC~~is ~~with~~particularly ~~office~~volatile ~~area~~given ofour ~~2,260~~status ~~square~~as ~~feet,~~a ~~which~~relatively issmall ~~under~~company with a ~~three-year~~small ~~lease~~and ~~agreement~~thinly ~~due~~traded ~~on March~~“float” ~~31,~~that ~~2012.~~could Onlead ~~March~~to 3,wide ~~2012,~~fluctuations wein ~~entered~~our ~~into~~share aprice. ~~five-year~~The ~~lease~~price ~~agreement~~at ~~for~~which ~~warehouse~~you ~~and~~purchase ~~logistic~~our ~~space~~common ofstock ~~approximately~~may ~~26,700~~not be indicative ~~square~~of ~~feet~~the toprice ~~store,~~that ~~select,~~will ~~pack~~prevail ~~and~~in ~~deliver~~the ~~fresh~~trading ~~fruits~~market. ~~The~~You ~~logistics~~may ~~center~~be ~~includes~~unable ~~office~~to ~~space~~sell ofyour ~~approximately~~common ~~8,800 square~~stock ~~feet.~~at Weor ~~believe~~above ~~the~~your ~~new~~purchase ~~warehouse~~price if ~~and~~at ~~logistics~~all, ~~center~~which ismay ~~adequate~~result ~~for~~in ~~our~~substantial ~~current~~losses ~~operations~~to you.

WeThe market for our ~~also~~common ~~lease~~shares ~~two~~is ~~stores~~characterized inby ~~Beijing~~significant ~~area~~price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for ~~retail~~the ~~business~~indefinite ~~under~~future. The volatility in our ~~direct~~share ~~management~~price is attributable to a number of factors. First, as noted above, our common shares are sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The ~~total~~price ~~store~~for ~~area~~our isshares 3could,~~230~~ ~~square~~for ~~feet~~example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or "risky" investment due to our level of revenues or profits to date and uncertainty of future market acceptance for our current and potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. The following factors may add to the volatility in the price of our common shares: actual or anticipated variations in our quarterly or annual ~~rental~~operating ~~payment~~results; adverse outcomes, additions or departures of ~~approximately~~our ~~$125~~key personnel,~~400~~ as well as other items discussed under this "Risk Factors" section, as well as elsewhere in this Annual Report. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

~~Our~~Shareholders should ~~main~~be ~~operation~~aware isthat, ~~located~~according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the Fumarket Xifor ~~Technology~~the &security ~~Industry~~by ~~Park,~~one ~~Nan~~or ~~Feng~~a ~~County,~~few ~~Jiang~~broker-dealers Xithat ~~Province,~~are ~~People’s~~often ~~Republic~~related to the promoter or issuer; (2) manipulation of ~~China,~~prices ~~which~~through isprearranged ~~self~~matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-~~owned~~pressure ~~property~~sales ~~with~~tactics aand ~~total~~unrealistic ~~land~~price ~~area~~projections ofby inexperienced ~~755,228~~sales ~~square~~persons; ~~feet,~~(4) ~~including~~excessive ~~manufacturing~~and ~~plants~~undisclosed bid-ask differential and markups by selling broker-dealers; and (5) ~~with~~the ~~total~~wholesale ~~area~~dumping of ~~340,570~~the ~~square~~same ~~feet~~securities by promoters and ~~office~~broker-dealers ~~buildings~~after prices have been manipulated to a desired level, along with ~~total~~the ~~area~~resulting inevitable collapse of ~~19,267~~those ~~square~~prices ~~feet~~and with consequent investor losses. ~~This~~Our ~~space~~management is ~~adequate~~aware of the ~~for~~abuses ~~our~~that ~~present~~have ~~operations~~occurred historically in the penny stock market. NoAlthough ~~other~~we ~~businesses~~do ~~operate~~not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from ~~this~~being ~~office~~established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

There is no private ownership of land in China; all land ownership is held by the government of China, its agencies and collectives. Land use rights are obtained from government for periods ranging from 50 to 70 years, and are typically renewable. Land use rights can be transferred upon approval by the land administrative authorities of China (~~State Land Administration Bureau~~9) ~~upon payment of the required transfer fee.~~

~~ITEM 3. LEGAL~~Table ~~PROCEEDINGS~~of Contents

~~We may~~Volatility bein ~~subject to, from time to time, various legal proceedings relating to claims arising out of~~ our ~~operations~~common ~~in the ordinary~~share ~~course~~price ofmay ~~our~~subject ~~business.~~us ~~We are not currently a party~~ to ~~any~~securities ~~legal proceedings, the adverse outcome of which, individually or in the aggregate, would have a material adverse effect on the business, financial condition, or results of operations of the Company~~litigation.

~~ITEM 4~~The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated ~~(REMOVED~~securities ~~AND~~class ~~RESERVED)~~action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

~~(11)~~Our corporate actions are substantially controlled by a single stockholder.

~~Table~~Chen, Quan Long currently owns approximately 100% of ~~Contents~~our outstanding Series A and B Preferred shares, representing a majority of our voting power. This stockholder could exert substantial influence over matters such as electing directors and approving mergers or other business combination transactions. In addition, because of the percentage of ownership and voting concentration in the principal stockholder, elections of our board of directors will generally be within the control of this stockholder. While all of our shareholders are entitled to vote on matters submitted to our shareholders for approval, the concentration of shares and voting control presently lies with this principal stockholder. As such, it would be extremely difficult for shareholders to propose and have approved proposals not supported by the Chen, Quan Long. There can be no assurances that matters voted upon by the Chen, Quan Long will be viewed favorably by all shareholders of our company.

~~PART~~We may need additional capital, IIand the sale of additional shares or other equity securities could result in additional dilution to our shareholders.

~~ITEM 5.~~We may require additional ~~MARKET~~cash ~~FOR~~resources ~~REGISTRANT’S~~due ~~COMMON~~to ~~EQUITY~~changed business conditions or other future developments, ~~RELATED~~including ~~STOCKHOLDER~~any ~~MATTERS~~investments ~~AND~~or ~~ISSUER~~acquisitions ~~PURCHASES~~we OFmay decide ~~EQUITY~~to ~~SECURITIES~~pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

~~Trading~~PRC laws and regulations governing ~~Market~~our ~~for~~business ~~Common~~are ~~Equity~~uncertain. If we are found to be in violation, we could be subject to sanctions. In addition, changes in such PRC laws and regulations may materially and adversely affect our business.

~~Our~~There are substantial ~~common~~uncertainties ~~stock~~regarding isthe ~~quoted~~interpretation onand ~~the~~application ~~Electronic~~of ~~Bulletin~~PRC ~~Board~~laws ~~under~~and ~~the~~regulations, ~~symbol~~including, ~~CHFR.~~but ~~Trading~~not oflimited to, the laws and regulations governing our ~~common~~business. ~~stock~~We inare ~~the~~considered ~~over-the-counter market~~a ~~has~~foreign ~~been~~person ~~limited~~or ~~and~~foreign ~~sporadic~~invested ~~and~~enterprise ~~the~~under ~~quotations~~PRC ~~set~~law. ~~forth~~As ~~below~~a result, we are ~~not~~subject ~~necessarily~~to ~~indicative~~PRC oflaw ~~actual~~limitations ~~market~~on ~~conditions~~foreign ownership of Chinese companies. ~~Further,~~ ~~these~~These ~~prices~~laws ~~reflect~~and ~~inter-dealer~~regulations ~~prices~~are ~~without~~relatively ~~retail~~new and ~~mark-up,~~may ~~mark-down,~~be orsubject ~~commission~~to change, and ~~may~~their ~~not~~official ~~necessarily~~interpretation ~~reflect actual~~and ~~transactions~~enforcement may involve substantial uncertainty. The ~~following~~effectiveness of ~~tables~~newly ~~set~~enacted ~~forth~~laws, ~~the~~regulations ~~high~~or ~~and~~amendments ~~low~~may ~~sale~~be ~~prices~~delayed, ~~for~~resulting ~~our~~in ~~common~~detrimental ~~stock~~reliance asby ~~reported~~foreign oninvestors. ~~the~~New ~~Electronic~~laws ~~Bulletin~~and ~~Board~~regulations ~~for~~that ~~the~~affect ~~periods~~existing ~~indicated~~and proposed future businesses may also be applied retroactively.

Interim Period		Low		High
Interim Period ended March 25, 2014	$	0.015	$	0.0399
Fiscal 2013
Quarter ended March 31, 2013	$	0.003	$	0.050
Quarter ended June 30, 2013	$	0.018	$	0.101
Quarter ended September 30, 2013	$	0.022	$	0.070
Quarter ended December 31, 2013	$	0.013	$	0.044
Fiscal 2012
Quarter ended March 31, 2012	$	0.01	$	0.03
Quarter ended June 30, 2012	$	0.006	$	0.01
Quarter ended September 30, 2012	$	0.002	$	0.006
Quarter ended December 31, 2012	$	0.002	$	0.006

The PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.

~~Dividends~~(10)

~~We have~~Table ~~never paid a cash dividend on our common stock. The payment~~ of dividends may be made at the discretion of our Board of Directors, and will depend upon, among other things, our operations, capital requirements, and overall financial condition. There are no contractual restrictions on our ability to declare and pay dividends.Contents

~~Preferred Stock~~ITEM 1B. UNRESOLVED STAFF COMMENTS

On September 16, 2004, we filed with the Delaware Secretary of State a Certificate of Designation of the Rights and Preferences of Preferred Stock of Diversified Financial Resources Corporation, n/k/a China Fruits CorporationNone. This designation created 200,000,000 shares, no stated par value, of Series A and Series B Convertible Preferred Stock. On May 18, 2006, we filed with the Nevada Secretary of State and Articles of Exchange to redomicile from Delaware State to Nevada State, the designation regarding the Rights and Preferences of Preferred Stock remains unchanged except that the par value of Preferred Stock was changed to $.001. A Certificate of Designation was filed with the Nevada Secretary of State accordingly.

~~The Series~~ITEM A2. ~~Convertible Preferred Stock has the following rights and privileges:~~PROPERTIES

~~1. The~~We ~~shares~~ are ~~convertible~~headquartered atin ~~the~~Beijing, ~~option~~PRC with office space of ~~the~~approximately17,700 ~~holder~~square atfeet ~~any~~for ~~time~~daily ~~into~~operations, ~~common~~which ~~shares~~is under a three-year lease agreement due on August 17, at2017. On March 3, 2012, we entered into a ~~conversion~~five-year ~~rate~~lease ofagreement ~~one~~for ~~share~~warehouse and logistic space of ~~Series~~approximately 26,700 Asquare ~~Convertible~~feet ~~Preferred~~to ~~Stock~~store, ~~for~~select, ~~100~~pack ~~shares~~and ofdeliver ~~common~~fresh ~~stock~~fruits. ~~for~~The alogistics ~~period~~center includes office space of 10approximately ~~years~~8,800 square ~~from~~feet. We believe the ~~issuance~~new ~~date~~warehouse and logistics center is adequate for our current operations.

~~2. Requires~~We also lease two~~-thirds~~ ~~voting~~stores ~~majority~~in toBeijing area ~~authorize~~for ~~changes~~retail tobusiness ~~equity~~under our direct management. The total store area is approximately1,722 square feet with annual rental payment of approximately $140,000.

3.Our main operation is located in the ~~Redemption~~Fu ~~provision~~Xi atTechnology ~~option~~& ofIndustry ~~directors~~Park, ~~for~~Nan ~~$10~~Feng ~~per~~County, ~~share~~Jiang ~~plus~~Xi ~~the~~Province, ~~greater~~People’s Republic of $3China, ~~per~~with ~~share~~a ortotal ~~50%~~land area of ~~market~~755,228 ~~capitalization divided~~square byfeet, 2including manufacturing plants with total area of 340,~~000~~570 square feet and office buildings with total area of 19,~~000~~267 square feet. This space is adequate for our present operations. No other businesses operate from this office.

~~4. The~~There ~~holders~~is no private ownership of land in China; all land ownership is held by the ~~shares~~government of China, its agencies and collectives. Land use rights are ~~entitled~~obtained from government for periods ranging from 50 to ~~one~~70 ~~hundred~~years, and are typically renewable. Land use rights can be transferred upon approval by the land administrative authorities of China (~~100~~State Land Administration Bureau) ~~votes~~upon ~~for~~payment ~~each~~of ~~share~~the ~~held~~required transfer fee.

5ITEM 3. ~~Upon~~ ~~our~~LEGAL ~~liquidation, the holders of the shares will be entitled to receive $10 per share plus redemption provision before assets distributed to other shareholders.~~PROCEEDINGS

6.We may be subject to, from time to time, ~~The~~various ~~holders~~legal proceedings relating to claims arising out of our operations in the ~~shares~~ordinary course of our business. We are ~~entitled~~not currently a party to ~~dividends~~any ~~equal~~legal toproceedings, ~~common~~the ~~share~~adverse ~~dividends~~outcome of which, individually or in the aggregate, would have a material adverse effect on the business, financial condition, or results of operations of the Company.

ITEM 4. (12REMOVED AND RESERVED)

~~Table of Contents~~(11)

~~The Series~~Table Bof ~~Convertible Preferred Stock has the following rights and privileges:~~Contents

~~1. The~~PART ~~shares are not convertible into any other class or series of stock.~~II

~~3. Upon~~Trading ~~our~~Market ~~liquidation,~~for ~~the~~Common ~~holders of the shares will be entitled to receive $.001 per share plus redemption provision before assets distributed to other shareholders.~~Equity

4.Our common stock is quoted on the Over-the-Counter ~~The~~Bulletin ~~holders~~Board under the symbol, CHFR. Trading of our common stock in the ~~shares~~over-the-counter market has been limited and sporadic and the quotations set forth below are ~~entitled~~not tonecessarily ~~dividends~~indicative ~~equal~~of toactual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following tables set forth the high and low sale prices for our common ~~share~~stock ~~dividends~~as reported on the Over-the-Counter Bulletin Board for the periods indicated.

5. Once any shares of Series B Convertible Preferred Stock are outstanding, at least two-thirds of the total number of shares of Series B Convertible Preferred Stock outstanding must approve the following transactions:

Interim Period		Low		High
Interim Period ended April 15, 2015	$	0.09	$	0.18

Fiscal 2014
Quarter ended March 31, 2014	$	0.015	$	0.0399
Quarter ended June 30, 2014	$	0.04	$	0.10
Quarter ended September 30, 2014	$	0.055	$	0.59
Quarter ended December 31, 2014	$	0.09	$	0.19

Fiscal 2013
Quarter ended March 31, 2013	$	0.003	$	0.050
Quarter ended June 30, 2013	$	0.018	$	0.101
Quarter ended September 30, 2013	$	0.022	$	0.070
Quarter ended December 31, 2013	$	0.013	$	0.044

a) Alter or change the rights, preferences or privileges of the Series B Preferred Stock. b) Create any new class of stock having preferences over the Series B Preferred Stock. c) Repurchase any of our common stock. d) Merge or consolidate with any other company, except our wholly-owned subsidiaries. e) Sell, convey or otherwise dispose of, or create or incur any mortgage, lien, or charge or encumbrance or security interest in or pledge of, or sell and leaseback, in all or substantially all of our property or business.Dividends

f)We ~~Incur,~~have ~~assume~~never orpaid ~~guarantee~~a ~~any~~cash ~~indebtedness~~dividend ~~maturing~~on our ~~more~~common ~~than~~stock. 18The ~~months~~payment ~~after~~of dividends may be made at the ~~date~~discretion onof ~~which~~our itBoard isof ~~incurred~~Directors, ~~assumed~~and orwill ~~guaranteed~~depend byupon, usamong other things, ~~except~~our ~~for~~operations, ~~operating~~capital ~~leases~~requirements, and ~~obligations~~overall ~~assumed~~financial ascondition. ~~part~~There ofare ~~the~~no ~~purchase~~contractual ~~price~~restrictions ofon ~~property~~our ability to declare and pay dividends.

~~Number of~~Preferred ~~Holders~~Stock

AsOn September 16, 2004, we filed with the Delaware Secretary of ~~March~~State 25a Certificate of Designation of the Rights and Preferences of Preferred Stock of Diversified Financial Resources Corporation, ~~2014~~n/k/a China Fruits Corporation. This designation created 200,000,000 shares, no stated par value, of Series A and Series B Convertible Preferred Stock. On May 18, 2006, we ~~had~~filed 3with the Nevada Secretary of State and Articles of Exchange to redomicile from Delaware State to Nevada State,~~634~~ ~~common~~the ~~shareholders~~designation regarding the Rights and Preferences of ~~record~~Preferred Stock remains unchanged except that the par value of Preferred Stock was changed to $.001. A Certificate of Designation was filed with the Nevada Secretary of State accordingly.

~~Securities Authorized~~The ~~for~~Series ~~Issuance~~A ~~Under~~Convertible ~~Equity~~Preferred ~~Compensation~~Stock has ~~Plans~~the following rights and privileges:

~~As of~~1. ~~the~~The ~~date~~shares ofare ~~this~~convertible ~~Report,~~at wethe option ~~have~~of ~~not~~the ~~authorized~~holder at any ~~equity~~time ~~compensation~~into ~~plan~~common shares, ~~nor~~at ~~has~~a ~~our~~conversion ~~Board~~rate of ~~Directors~~one ~~authorized~~share ~~the~~of Series A Convertible Preferred Stock ~~reservation~~for or100 ~~issuance~~shares of ~~any~~common ~~securities~~stock ~~under~~for ~~any~~a ~~equity~~period ~~compensation~~of ~~plan.~~10 years from the issuance date

~~Recent Sales~~2. ofRequires ~~Unregistered~~two-thirds ~~Securities;~~voting ~~Use~~majority to ofauthorize ~~Proceeds~~changes ~~from~~to ~~Registered Securities~~equity.

~~None~~3. Redemption provision at option of directors for $10 per share plus the greater of $3 per share or 50% of market capitalization divided by 2,000,000.

~~Purchases of~~4. ~~Equity~~The ~~Securities~~holders byof the ~~Small~~shares ~~Business~~are ~~Issuer~~entitled to ~~and~~one ~~Affiliated~~hundred ~~Purchasers~~(100) votes for each share held.

~~None~~5. Upon our liquidation, the holders of the shares will be entitled to receive $10 per share plus redemption provision before assets distributed to other shareholders.

~~Transfer~~6. The holders of the shares are entitled ~~Agent~~to dividends equal to common share dividends.

~~Our transfer agent is Guardian Registrar & Transfer, Inc. located at 7951 SW 6th Street, Suite 216, Plantation, Florida 33324.~~(12)

~~(13)~~Table of Contents

~~Table~~The ofSeries ~~Contents~~B Convertible Preferred Stock has the following rights and privileges:

~~ITEM 6~~1. ~~SELECTED~~The ~~FINANCIAL~~shares ~~DATA~~are not convertible into any other class or series of stock.

~~If the~~2. ~~registrant~~The ~~qualifies~~holders asof athe ~~smaller~~shares ~~reporting~~are ~~company~~entitled to asfive ~~defined~~hundred by(500) ~~Rule~~votes ~~229~~for each share held.~~10(f)(1),~~ itVoting isrights are not ~~required~~subject to ~~provide~~adjustment ~~the~~for ~~information~~splits that increase or decrease ~~required~~the bycommon ~~this~~shares ~~Item~~outstanding.

~~ITEM 7~~3. Upon our liquidation, the holders ~~MANAGEMENT’S~~of ~~DISCUSSION~~the ~~AND~~shares ~~ANALYSIS~~will ORbe ~~PLAN~~entitled OFto ~~OPERATION~~receive $.001 per share plus redemption provision before assets distributed to other shareholders.

~~Forward~~4. The holders of the shares are entitled ~~Looking~~to ~~Statements~~dividends equal to common share dividends.

~~Certain statements~~5. inOnce ~~this~~any ~~report,~~shares ~~including statements~~ of ~~our~~Series ~~expectations,~~B ~~intentions, plans and beliefs, including those contained~~Convertible inPreferred orStock ~~implied by "Management's Discussion and Analysis" and the Notes to Consolidated Financial Statements,~~ are ~~"forward-looking statements"~~outstanding, ~~within~~at ~~the~~least meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forwardtwo-~~looking~~thirds ~~statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as~~ of the ~~date~~total on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of ~~factors, including, without limitation, those described in the context~~ of ~~such~~shares forward-looking statements, our expansion strategy, our ability to achieve operating efficiencies, our dependence on distributors, capacity, suppliers, industry pricing and industry trends, evolving industry standards, domestic and international regulatory matters, general economic and business conditions, the strength and financial resources of ~~our~~Series ~~competitors,~~B ~~our~~Convertible ~~ability~~Preferred toStock ~~find and retain skilled personnel, the political and economic~~outstanding ~~climate~~must inapprove ~~which we conduct operations and~~ the ~~risk~~following factors described from time to time in our other documents and reports filed with the Securities and Exchange Commission (the "Commission"). Additional factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited totransactions: 1) our ability to successfully develop and deliver our products on a timely basis and in the prescribed condition; 2) our ability to compete effectively with other companies in the same industry; 3) our ability to raise sufficient capital in order to effectuate our business plan; and 4) our ability to retain our key executives.

~~Critical Accounting~~a) ~~Policies~~Alter or change the rights, preferences or privileges of the Series B Preferred Stock. b) Create any new class of stock having preferences over the Series B Preferred Stock. c) Repurchase any of our common stock. d) Merge or consolidate with any other company, except our wholly-owned subsidiaries. e) Sell, convey or otherwise dispose of, or create or incur any mortgage, lien, or charge or encumbrance or security interest in or pledge of, or sell and leaseback, in all or substantially all of our property or business.

~~Revenue recognition~~f) Incur, assume or guarantee any indebtedness maturing more than 18 months after the date on which it is incurred, assumed or guaranteed by us, except for operating leases and obligations assumed as part of the purchase price of property.

~~The Company~~Number ~~derives revenues from the resale~~ of tangerine and other fresh fruits purchased from third parties, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on the majority of the products of the Company at the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.Holders

~~In accordance~~As ~~with~~of ~~guidance~~April ~~issued by the FASB~~15, ~~the Company recognizes revenue when persuasive evidence of an arrangement exists~~2015, ~~transfer~~ ofwe ~~title~~had ~~has occurred or services have been rendered~~3,624 ~~the~~common ~~selling~~shareholders ~~price is fixed or determinable and collectability is~~of ~~reasonably assured~~record. ~~The Company’s sales arrangements are not subject to warranty.~~

~~The Company~~Securities ~~recognizes~~Authorized ~~revenue from the sale of products upon delivery to the customers and the transfer of title and risk of loss. The Company did not record any product returns~~ for ~~the~~Issuance ~~year~~Under ~~ended~~Equity ~~December 31, 2013.~~Compensation Plans

~~Inventory~~As of the date of this Report, we have not authorized any equity compensation plan, nor has our Board of Directors authorized the reservation or issuance of any securities under any equity compensation plan.

~~Inventories consist~~Recent ofSales ~~finished goods and are valued at lower~~ of ~~cost~~Unregistered orSecurities; ~~market~~Use value, cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of ~~any anticipated changes in future demand. The spoilage will be written-off directly to the~~Proceeds ~~profit~~from ~~and~~Registered ~~loss when it occurs.~~Securities

~~(14)~~On January 12, 2015, the Board of Directors of the Company approved to issue 1,362,055 shares of the Company’s common stock to settle out a note payable currently due Mr. Quanlong Chen, President and Chief Executive Officer of the Company, in amount of $245,170, consisting of $233,978 in principal and $11,192 in accrued interests as of January 12, 2015.

~~Table~~On January 12, 2015, the Board of ~~Contents~~Directors of the Company approved to issue 428,082 shares of the Company’s common stock to partially settle a note payable currently due to 2 non-related parties, in principal amount of $62,500.

~~Property~~On February 27, 2015, the Board of Directors ~~Plant~~of the Company approved to issue 484,034 shares of the Company’s common stock to partially settle a note payable currently due to 2 non-related parties, in principal amount of $62,500 and ~~Equipment~~accrued interest of $376.

~~Plant and~~Purchases ~~equipment~~of ~~are~~Equity ~~stated~~Securities atby ~~cost~~the ~~less~~Small ~~accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated~~Business onIssuer ~~the straight-line basis over the following expected useful lives from the date on which they become fully operational~~ and ~~after taking~~Affiliated ~~into account their estimated residual values:~~Purchasers

	Depreciable life	Residual value
Plant and machinery	10-12 years	5%
Furniture, fixture and equipment	5-6 years	5%

None.

~~Expenditure for~~Transfer ~~maintenance and repairs is expensed as incurred.~~Agent

~~RESULTS~~Our transfer agent is ClearTrust LLC OFlocated ~~OPERATIONS~~at ~~FOR~~16540 ~~THE~~Pointe ~~YEARS~~Village ~~ENDED~~Dr., ~~DECEMBER~~Ste. 31210, ~~2013~~Lutz, ~~AND~~FL ~~2012~~33558.

~~Revenues~~(13)

~~Gross revenues~~Table ~~were $9,369,901 and $3,550,674 for the years ended December 31, 2013 and 2012, respectively. We generate our revenues from sales~~ of fresh fruits and related products, including our signature tangerine. The revenues are recognized when persuasive evidence of a sale exists, transfer of title has occurred, the selling price is fixed or determinable and collectability is reasonably assured. Our sales arrangements are not subject to warranty. We did not record any product returns during the year ended December 31, 2013.Contents

~~The increase~~ITEM in revenues by $5,819,227 during the year ended December 31, 2013 was due primarily to increasing traffic in our retail stores. After our efforts on marketing and brand recognition over years, more and more local customers know about our stores and turn into our regular customers. The sales in retail stores increased approximately 28% in 2013. In addition, the fund from shareholders gave us sufficient cash flow to develop internatonal markets, including Thailand, Dubai, Malaysia and so on. The revenues generated from these three countries in 2013 were approximately $6~~,000,000, $236,540 and $36,736, or approximately 68%, 2~~.5% ~~and~~SELECTED ~~0.4%~~FINANCIAL ~~of total revenues, respectively.~~DATA

~~We expect~~If ~~our~~the ~~sales~~registrant toqualifies ~~increase during in 2014~~ as ~~our~~a ~~moves toward implementing our business plan, including the increase in franchise~~smaller ~~retail~~reporting ~~stores,~~company ~~the~~as ~~increase~~defined ~~in marketing budgets. As of December 31, 2013, we had seven franchise retail stores in Beijing area, of which two stores are wholly owned~~ by usRule ~~under direct management, and five stores are managed by the franchisees~~229. ~~In 2014~~10(f)(1), ~~we will~~it ~~evaluate the operation in the existing stores and replace those in poor performance with new stores. After several years experience in operating franchise retail stores, we believe 2014~~ is ~~the~~not ~~right~~required ~~timing for us~~ to ~~expand~~provide ~~our retail stores network. We expect~~ the ~~total~~information ~~number~~required ~~of franchise stores to be increased to sixty four via acquisitions~~ by ~~the~~this ~~end of 2014~~Item.

~~Income /~~ITEM ~~Loss~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

~~We had~~Forward ~~net~~Looking income of $166,622 for the year ended December 31, 2013, compared to net loss of $88,016 in the year of 2012. The net income during the year of 2013 was also due to the grants received from the local government in amount of $409,160, which was to encourage our efforts on modern agricultural development. Without the government grant, we suffered loss of $143,124 from operations.Statements

~~There~~Certain statements in this report, including ~~can~~statements beof noour ~~assurance~~expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis" and the Notes to Consolidated Financial Statements, are "forward-looking statements", within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that weare subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, ~~achieve~~and orsimilar ~~maintain~~expressions ~~profitability~~identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or ~~that~~revise any ~~revenue~~forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, ~~will~~our ~~take~~capital ~~place~~budget inand future capital requirements, the availability of funds and our ability to meet future capital needs, the realization of our deferred tax assets, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements, our expansion strategy, our ability to achieve operating efficiencies, our dependence on distributors, capacity, suppliers, industry pricing and industry trends, evolving industry standards, domestic and international regulatory matters, general economic and business conditions, the strength and financial resources of our competitors, our ability to find and retain skilled personnel, the political and economic climate in which we conduct operations and the risk factors described from time to time in our other documents and reports filed with the Securities and Exchange Commission (the "Commission"). Additional factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to: 1) our ability to successfully develop and deliver our products on a timely basis and in the prescribed condition; 2) our ability to compete effectively with other companies in the same industry; 3) our ability to raise sufficient capital in order to effectuate our business plan; and 4) our ability to retain our key executives.

~~Expenses~~Critical Accounting Policies

~~Operating expenses~~Revenue for the years ended December 31, 2013 and 2012 were $2,114,426 and $1,516,430, respectively. The increase in operating expenses in 2013 was attributable to the increase in selling and marketing expenses, such as advertising, shipping and handling, and exhibition expenses, etc.recognition

~~Cost~~The Company derives revenues from the resale of ~~Goods~~tangerines ~~Sold~~and other fresh fruits purchased from third parties, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on the majority of the products of the Company at the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.

~~Cost of~~In ~~goods~~accordance ~~sold~~with ~~included~~guidance issued ~~expenses~~by ~~directly~~the ~~related~~FASB, to the ~~manufacturing~~Company ~~and~~recognizes ~~selling~~revenue ~~our~~when ~~products.~~persuasive ~~Product~~evidence ~~delivery and direct labor would be examples~~ of ~~cost~~an ofarrangement ~~goods sold items. During the year ended December 31~~exists, ~~2013,~~transfer ~~we had $7,286,184 in cost~~ of ~~goods~~title ~~sold,~~has occurred or ~~77.8%~~services ofhave ~~sales~~been ~~revenue.~~rendered, ~~During~~ the ~~year~~selling ~~ended~~price ~~December~~is ~~31,~~fixed ~~2012, we had $3,065,050 in cost of goods sold,~~ or ~~86.3%~~determinable ofand ~~sales revenue.~~collectability ~~The~~is ~~gross~~reasonably ~~margin of fresh fruits products typically ranges between 5-10%~~assured.~~We expect to reduce the cost of goods sold through~~ The ~~collaboration~~Company’s ~~with~~sales ~~more~~arrangements ~~non-related~~are ~~suppliers,~~not ~~which~~subject ~~will also help us~~ to ~~reduce the risk of concentration~~warranty.

~~(15)~~The Company recognizes revenue from the sale of products upon delivery to the customers and the transfer of title and risk of loss. The Company did not record any product returns for the year ended December 31, 2014.

~~Table of Contents~~Inventory

~~Liquidity~~Inventories consist of finished goods and ~~Capital~~are ~~Resources~~valued at lower of cost or market value, cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The spoilage will be written-off directly to the profit and loss when it occurs.

Cash flows used in operating activities were $599,157 for the year ended December 31, 2013, compared to cash flows of $865,680 provided by operating activities for the year ended December 31, 2012. Negative cash flows from operations in 2012 were due primarily to the increase in accounts receivable, inventories, prepaid expenses and advance to suppliers in the amount of $3,589,453, $1,455,726, $156,215 and $597,458, respectively, partially offset by the net income of $166,622, plus the increase in accounts payable and other payables and accrued liabilities in amount of $4,151,415 and $479,903, respectively.(14)

~~Positive cash~~Table ~~flows from operations in 2012 were due primarily to the decrease in inventories and prepaid expenses in the amount~~ of $271,476 and $1,452,803, respectively, and the increase in other payables and accrued liabilities by $432,361 and increase in customer deposit by $249,771, partially offset by the increase in accounts receivable and advance to suppliers by $109,387 and $1,565,386, respectively.Contents

~~Cash flows used in investing activities were $396~~ Property,~~195~~ ~~and $830~~Plant,~~051~~ ~~during the years ended December 31, 2013~~ and 2012, respectively, due primarily to the purchase of property and equipment, which was $380,291 and $488,896 during the year of 2013 and 2012, respectively, and purchase of intangible assets, which was $14,758 and $341,155 during the year of 2013 and 2012, respectively.Equipment

~~Cash flows~~Plant ~~provided~~and byequipment ~~financing~~are ~~activities~~stated at ~~were~~cost ~~$904,041~~less ~~for~~accumulated ~~the~~depreciation ~~year~~and ~~ended~~accumulated ~~December~~impairment 31losses, ~~2013,~~if ~~compared~~any. toDepreciation ~~cash~~is ~~flows~~calculated ofon ~~$507,763~~the straight-line ~~used~~basis inover ~~financing activities for~~ the ~~year~~following ~~ended~~expected ~~December~~useful ~~31,~~lives ~~2012. Cash flows~~ from ~~financing activities in 2013 were due primarily to~~ the ~~proceeds~~date ofon ~~$511,599 from related parties’ loan, and proceeds from notes payable in total of $1,963,864, bearing annual interest at a rate of 7.0% per annum, of~~ which ~~$981,932~~they isbecome ~~due~~fully onoperational ~~July 20, 2014,~~ and ~~the~~after ~~remaining~~taking ~~balance~~into ~~is due on December~~account ~~20,~~their ~~2014,~~estimated ~~partially~~residual ~~offset by the payments to notes payable in amount of $1,571,422.~~values:

Negative cash flows from financing activities in 2012 were due primarily to payments on notes payable and due to stockholders in amount of $820,584 and $209,933, respectively, offset by the proceeds of $522,754 from issuance of note payable to related party.

	Depreciable life	Residual value
Plant and machinery	10-12 years	5%
Furniture, fixture and equipment	5-6 years	5%

~~We project~~Expenditure ~~that~~for wemaintenance ~~will~~and ~~need additional capital to fund operations over the next 12 months. We anticipate we will need an additional~~repairs ~~$1,000,000~~is ~~for~~expensed ~~the~~as ~~year of 2014~~incurred.

~~Overall, we~~RESULTS ~~have~~OF ~~funded~~OPERATIONS ~~our~~FOR ~~cash~~THE ~~needs~~YEARS ENDED ~~from~~DECEMBER ~~inception through December~~ 31, ~~2013~~2014 ~~with~~AND a2013 series of debt and equity transactions, primarily with related parties. If we are unable to receive additional cash from our related parties, we may need to rely on financing from outside sources through debt or equity transactions. Our related parties are under no legal obligation to provide us with capital infusions. Failure to obtain such financing could have a material adverse effect on operations and financial condition.

We had cash of $40,217 on hand as of December 31, 2013. Currently, we do not have enough cash to fund our operations for about six months. This is based on current cash flows from operating activities and projected revenues. In addition, if the projected revenues fall short of needed capital we may not be able to sustain our capital needs. We will then need to obtain additional capital through equity or debt financing to sustain operations for an additional year. Our current level of operations would require capital of approximately $1,000,000 per year starting in 2014. Modifications to our business plans may require additional capital for us to operate. For example, if we are unable to raise additional capital in the future we may need to curtail our number of product offers or limit our marketing efforts to the most profitable geographical areas. This may result in lower revenues and market share for us. In addition, there can be no assurance that additional capital will be available to us when needed or available on terms favorable to us.Revenues

~~On a~~Gross ~~long-term~~revenues ~~basis~~were $32,635,446 ~~liquidity is dependent on continuation~~ and $9,369,901 ~~expansion~~for ofthe ~~operations,~~years ~~receipt~~ended ofDecember ~~revenues~~31, ~~and~~2014 ~~additional infusions of capital~~ and ~~debt~~2013, ~~financing~~respectively. ~~Our~~We ~~current~~generate ~~capital~~our ~~and~~ revenues ~~are~~from ~~insufficient~~sales toof ~~fund~~fresh ~~such~~fruits ~~expansion. If we choose to launch~~and ~~such~~related ~~an expansion campaign~~products, weincluding ~~will~~our ~~require~~signature ~~substantially more capital~~tangerine. The ~~funds~~revenues ~~raised~~are ~~from~~recognized ~~this~~when ~~offering~~persuasive ~~will~~evidence ~~also~~of bea ~~used to~~sale ~~market our products and services as well as expand operations and contribute to working capital. However~~exists, ~~there can be no assurance~~transfer ~~that~~of wetitle ~~will~~has beoccurred, ~~able~~the toselling ~~obtain~~price ~~additional~~is ~~equity~~fixed or ~~debt~~determinable ~~financing~~and incollectability ~~the~~is ~~future,~~reasonably ~~if at all~~assured. IfOur wesales arrangements are ~~unable~~not tosubject ~~raise additional capital, our growth potential will be adversely affected and we will have~~ to ~~significantly modify our plans~~warranty. ~~For~~We ~~example,~~did ifnot ~~we unable~~record toany ~~raise~~product ~~sufficient~~returns ~~capital~~during tothe ~~develop~~year ~~our~~ended ~~business~~December ~~plan~~31, ~~we may need to:~~2014.

·The ~~Curtail~~increase ~~new~~in ~~product~~revenues ~~launches~~by ·$23,265,545, or ~~Limit~~approximately ~~our~~248%, ~~future~~during ~~marketing~~the ~~efforts~~year ended December 31, 2014 was due primarily to ~~areas~~the ~~that~~increase in numbers of our franchised retail stores. By the end of 2014, we ~~believe~~had ~~would~~64 befranchised retail stores, increasing by approximately 814% compared to 7 stores in 2013. Our revenues generated from retail stores were approximately $8.5 million in 2014. Fresh fruits export was another key component of our revenues, which was approximately $22 million, or 67% of total revenues in 2014, including approximately $5 million from Thailand, approximately $4.6 million from Myanmar, approximately $4.5 million from Kyrgyzstan, approximately $3.2 million from Kazakhstan and approximately $1.6 million from Dubai. Since our e-commerce is still at the ~~most~~development ~~profitable~~stage, revenues from which was approximately $0.4 million in 2014.

~~Demand for~~We ~~the~~expect ~~products~~our ~~and~~sales ~~services~~to ~~will~~increase beduring ~~dependent~~in on2015 as our moves toward implementing our business plan, ~~among~~including ~~other~~the ~~things~~increase in franchise retail stores, ~~market~~the ~~acceptance~~increase ofin ~~our~~marketing budgets. ~~products~~In 2015, ~~citrus~~we ~~market~~will pick Nanchang and ~~fresh~~Hangzhou as our next target markets to expand our franchised retail stores after Beijing ~~fruits~~area. ~~market~~Both cities have leading positions amongst Tier II cities in ~~general,~~China ~~and~~with ~~general~~great ~~economic~~potential ~~conditions~~to have a boom in local economy. As of December 31, ~~which~~2014, there are ~~cyclical~~7 stores in ~~nature.~~Hangzhou ~~Inasmuch~~area asand a5 ~~major~~stores ~~portion~~in ofNanchang ~~our~~area. ~~activities is~~We estimate that the ~~receipt~~number of ~~revenues~~retail stores ~~from~~in ~~the~~2015 ~~sales~~will ofreach ~~our~~20 ~~products,~~and ~~our~~10 ~~business~~in ~~operations~~Hangzhou ~~may~~and beNanchang, ~~adversely~~respectively. ~~affected~~The bytotal ~~our~~number ~~competitors~~of retailed stores throughout China ~~and~~is ~~prolonged~~expected ~~recession~~to ~~periods~~be 135 in 2015.

~~Our success~~We will beperiodically ~~dependent~~evaluate ~~upon~~the ~~implementing~~operations in ~~our~~the ~~plan~~existing ofstores ~~operations~~ and ~~the~~replace ~~risks~~those ~~associated~~in ~~with~~poor ~~our~~performance ~~business~~with ~~plans~~new stores. We ~~manufacture, trade~~believe ~~and~~we ~~distribute~~are ~~fresh~~able ~~fruits,~~to ~~including~~expand our ~~signature~~market ~~tangerine,~~shares through toan ~~retail~~effective ~~consumers~~ and ~~wholesale~~efficient ~~buyers.~~franchise Weretail ~~plan to strengthen our position in these markets~~network. We ~~also~~expect ~~plan~~more tomarket ~~expand~~shares ~~our~~via ~~operations~~brand ~~through~~recognition ~~aggressively~~in ~~marketing~~the ~~our~~near ~~products and our concept~~future.

~~(16)~~Income / Loss

~~Table~~We had net income of ~~Contents~~$1,552,023 and $166,622 for the years ended December 31, 2014 and 2013, respectively. The increase in net income by $1,385,401, or approximately 831%, during the year ended December 31, 2014 was due primarily to the increase in sales revenues, resulting in gross profit of $5,789,972 and operating income of $1,914,657. The net income during the year of 2013 was due to the grants received from the local government in amount of $409,160, which was to encourage our efforts on modern agricultural development. Without the government grant, we suffered loss of $143,124 from operations.

~~ITEM~~There can be no assurance that we will ~~7A.~~achieve ~~QUANTITATIVE~~or ~~AND~~maintain ~~QUALITATIVE~~profitability, ~~DISCLOSURES~~or ~~ABOUT~~that ~~MARKET~~any ~~RISK~~revenue growth will take place in the future.

We do not use derivative financial instruments in our investment portfolio and has no foreign exchange contracts. Our financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable and long-term obligations. We consider investments in highly liquid instruments purchased with a remaining maturity of 90 days or less at the date of purchase to be cash equivalents. However, in order to manage the foreign exchange risks, we may engage in hedging activities to manage our financial exposure related to currency exchange fluctuation. In these hedging activities, we might use fixed-price, forward, futures, financial swaps and option contracts traded in the over-the-counter markets or on exchanges, as well as long-term structured transactions when feasible.Expenses

~~Foreign~~Operating expenses for the years ended ~~Exchange~~December ~~Rates~~31, 2014 and 2013 were $3,875,315 and $2,114,426, respectively. The increase in operating expenses in 2014 was attributable to the increase in selling and marketing expenses, such as advertising, shipping and handling, and exhibition expenses, etc.

~~All of~~Cost ~~our sales are denominated in Renminbi (“RMB”). As a result, changes in the relative values~~ of ~~U.S.~~Goods Dollars and RMB affect our reported levels of revenues and profitability as the results are translated into U.S. Dollars for reporting purposes. Fluctuations in exchange rates between the U.S. dollar and RMB affect our gross and net profit margins and could result in foreign exchange and operating losses.Sold

~~Our results~~Cost of ~~operations~~goods ~~and~~sold ~~cash~~included ~~flow~~expenses directly ~~are~~related ~~translated~~to ~~at average exchange rates during~~ the ~~period,~~manufacturing and ~~assets~~selling ~~and~~our ~~liabilities~~products. ~~are translated~~Product atdelivery ~~the~~and ~~unified~~direct ~~exchange~~labor ~~rate~~would asbe ~~quoted~~examples byof ~~the~~cost ~~People’s Bank~~ of goods ~~China~~sold atitems. ~~the~~During ~~end of~~ the ~~period.~~year ~~Translation~~ended ~~adjustments resulting~~December ~~from~~31, ~~this~~2014, ~~process~~we ~~are~~had ~~included~~$26,845,474 in ~~accumulated~~cost ~~other~~of ~~comprehensive~~goods ~~income~~sold, inor ~~our~~82.3% ~~statement~~ of ~~shareholders’~~sales ~~equity~~revenue. WeDuring ~~recorded~~the ~~net~~year ~~foreign~~ended ~~currency~~December ~~gains~~31, of2013, we had $847,~~886~~286,184 in ~~fiscal~~cost ~~2013.~~of Wegoods ~~have~~sold, ~~not~~or ~~used~~77.8% ~~any~~of ~~forward~~sales ~~contracts,~~revenue. ~~currency~~The ~~options~~gross ormargin of ~~borrowings~~fresh tofruits ~~hedge~~products ~~our~~typically ~~exposure~~ranges tobetween ~~foreign currency exchange risk~~5-10%. We ~~cannot~~expect ~~predict~~to reduce the ~~impact~~cost of ~~future~~goods ~~exchange~~sold ~~rate~~through ~~fluctuations on~~alliance ~~our~~with ~~results~~more ofnon-related suppliers, ~~operations~~which ~~and~~will ~~may~~also ~~incur~~help ~~net~~us ~~foreign~~to ~~currency~~reduce ~~losses~~the inrisk ~~the~~of ~~future~~concentration.

Our financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiary is RMB. The value of your investment in our stock will be affected by the foreign exchange rate between U.S. dollars and RMB. To the extent we hold assets denominated in U.S. dollars, including the net proceeds to us from this offering, any appreciation of the RMB against the U.S. dollar could result in a change to our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of RMB against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of your investment in our company and the dividends we may pay in the future, if any, all of which may have a material adverse effect on the price of our stock.(15)

~~The exchange~~Table ~~rates used to translate amounts in RMB into U.S. Dollars for the purposes~~ of ~~preparing the consolidated financial statements or otherwise stated in this MD&A were as follows:~~Contents

	2013	2012
Balance sheet items, except for the registered and paid-up capital as of December 31, 2013 and 2012	USD 1:RMB 6.1104	USD 1:RMB 6.3011
Amounts included in the statement of operations, statement of changes in stockholders’ equity and statement of cash flows for the years ended December 31, 2013 and 2012	USD 1:RMB 6.1905	USD 1:RMB 6.3034

Liquidity and Capital Resources

~~(17)~~Cash flows used in operating activities were $2,610,557 and $599,157 for the years ended December 31, 2014 and 2013, respectively. Negative cash flows from operations in 2014 were due primarily to the increase in accounts receivable, inventories, prepaid expenses and related party receivable in the amount of $10,520,147, $523,240, $3,922,595 and $1,114,279, respectively, partially offset by the net income of $1,552,023, plus the increase in accounts payable, other payables and accrued liabilities in amount of $9,642,792 and $1,091,113, respectively. Negative cash flows from operations in 2013 were due primarily to the increase in accounts receivable by $3,589,453, the increase in inventories by $1,455,726, and the increase in prepaid expenses and other current assets by $814,225, partially offset by the net income of $166,622, plus the increase in accounts payable, other payables and accrued liabilities in amount of $4,151,415 and $479,903, respectively.

~~Table~~Cash flows used in investing activities were $679,031 and $396,195 during the years ended December 31, 2014 and 2013, respectively, due primarily to the purchase of ~~Contents~~property and equipment, which was $160,473 and $380,291 during the year of 2014 and 2013, respectively, cash outflow for construction in progress, which was $355,652 and $1,146 during the year of 2014 and 2013, respectively. In 2014, we also had investment of $162,906 in connection with the acquisition of three retail stores in Hangzhou, China.

~~ITEM 8~~Cash flows provided by financing activities were $4,055,571 and $904,041 for the years ended December 31, 2014 and 2013, respectively. Positive cash flows from financing activities ~~FINANCIAL~~in ~~STATEMENTS~~2014 were due primarily to the proceeds of $5,911,868 from related parties’ loan, and proceeds from short-term loans in total of $5,937,933, bearing annual interest at a rate from 7.2% through 12% per annum, partially offset by the payments to short-term loans and related parties’ loan in amount of $3,091,961 and $5,183,677, respectively.

~~To: The~~Positive ~~Board~~cash flows from financing activities in 2013 were due primarily to the proceeds of ~~Directors~~$511,599 from related parties’ loan, and proceeds from notes payable in total of $1,963,864, bearing annual interest at a rate of 7.0% per annum, of which $981,932 is due on July 20, 2014, and ~~Stockholders~~the remaining balance is due on December 20, 2014, partially offset by the payments to notes payable in amount of $1,571,422.

~~China~~We ~~Fruits~~project ~~Corp~~that we will need additional capital to fund operations over the next 12 months. We anticipate we will need an additional $3,000,000 for the year of 2015.

~~Report~~Overall, we have funded our cash needs from inception through December 31, 2014 with a series of ~~Independent~~debt ~~Registered~~and equity transactions, primarily with related parties. If we are ~~Public~~unable ~~Accounting~~to ~~Firm~~receive additional cash from our related parties, we may need to rely on financing from outside sources through debt or equity transactions. Our related parties are under no legal obligation to provide us with capital infusions. Failure to obtain such financing could have a material adverse effect on operations and financial condition.

We ~~have~~had ~~audited~~cash ~~the accompanying consolidated balance sheets~~ of ~~China~~$801,356 ~~Fruits~~on ~~Corporation~~hand as of December 31, ~~2013~~2014. Currently, we have enough cash to fund our operations for about six months. This is based on current cash flows from financing activities and ~~2012~~projected revenues. However, ~~and~~if the ~~related~~projected ~~consolidated~~revenues ~~statements~~fall short of ~~income,~~needed ~~stockholders'~~capital we may not be able to sustain our capital needs. We will then need to obtain additional capital through equity ~~and~~or ~~cash~~debt ~~flows~~financing to sustain operations for ~~the~~an ~~years~~additional ~~then~~year. ~~ended~~Our current level of operations would require capital of approximately $3,000,000 per year starting in 2015. ~~These~~Modifications ~~consolidated~~to ~~financial~~our ~~statements~~business plans may require additional capital for us to operate. For example, if we are unable to raise additional capital in the ~~responsibility~~future we may need to curtail our number of product offers or limit our marketing efforts to the ~~Company's~~most ~~management~~profitable geographical areas. ~~Our~~This ~~responsibility~~may isresult toin ~~express~~lower anrevenues ~~opinion~~and onmarket ~~these~~share ~~consolidated~~for ~~financial~~us. ~~statements~~In ~~based~~addition, there can be no assurance that additional capital will be available to us when needed or available on ~~our~~terms ~~audit~~favorable to us.

WeOn ~~conducted~~a ~~our~~long-term ~~audits~~basis, inliquidity ~~accordance~~is ~~with~~dependent on ~~the~~continuation ~~standards~~ and expansion of ~~the~~operations, ~~Public~~receipt ~~Company~~of ~~Accounting~~revenues, ~~Oversight~~and ~~Board~~additional ~~(United~~infusions ~~States).~~of ~~Those~~capital ~~standards~~and ~~require~~debt ~~that~~financing. weOur ~~plan~~current capital and ~~perform~~revenues ~~the~~are ~~audit~~insufficient to ~~obtain~~ ~~reasonable~~fund ~~assurance~~such ~~about~~expansion. ~~whether~~If ~~the~~we ~~consolidated~~choose ~~financial~~to ~~statements~~launch ~~are~~such ~~free~~an ofexpansion ~~material~~campaign, ~~misstatement.~~we Anwill ~~audit includes~~require ~~examining,~~substantially onmore acapital. ~~test basis~~However, ~~evidence~~there ~~supporting~~can ~~the~~be ~~amounts~~no ~~and~~assurance ~~disclosures~~that inwe ~~the~~will ~~financial~~be ~~statements.~~able Anto ~~audit~~obtain ~~also~~additional ~~includes~~equity or debt financing ~~assessing~~in the ~~accounting~~future, ~~principles~~if ~~used~~at ~~and~~all. ~~significant~~If ~~estimates~~we ~~made~~are byunable ~~management~~to raise additional capital, asour ~~well~~growth aspotential ~~evaluating~~will ~~the~~be ~~overall~~adversely ~~financial~~affected and we ~~statement~~will ~~presentation.~~have Weto ~~believe~~significantly ~~that~~modify our ~~audits~~plans. ~~provides~~For aexample, ~~reasonable~~if ~~basis~~we ~~for~~unable to raise sufficient capital to develop our ~~opinion.~~ business plan, we may need to:

In· ~~our~~Curtail ~~opinion,~~new ~~the~~product ~~consolidated~~launches ~~financial~~· ~~statements referred~~Limit toour ~~above~~future ~~present~~marketing ~~fairly,~~efforts into ~~all~~areas ~~material~~that ~~respects,~~we ~~the~~believe ~~financial~~would ~~position~~be ~~of China Fruits Corporation as of December 31, 2013 and 2012, and~~ the ~~results~~most ~~of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America~~profitable.

~~The~~Demand ~~accompanying~~for ~~financial~~our ~~statements~~products ~~have~~and ~~been prepared~~services ~~assuming that the Company~~ will ~~continue~~be asdependent aon, ~~going~~among ~~concern.~~other Asthings, ~~discussed~~market inacceptance ~~Note~~of 18our ~~to the financial statements~~products, ~~the~~citrus ~~Company~~market ~~had incurred~~and ~~substantial~~fresh ~~losses~~fruits market in ~~previous years~~ general, and ~~has~~general aeconomic ~~working capital deficit~~conditions, ~~all of~~ which ~~raise~~are ~~substantial~~cyclical ~~doubt~~in ~~about~~nature. ~~its ability~~Inasmuch ~~to continue~~ as a ~~going~~major ~~concern.~~portion ~~Management’s~~of ~~plans~~our inactivities ~~regards~~is tothe ~~these~~receipt ~~matters~~of revenues ~~are~~from ~~also~~the ~~described~~sales inof ~~Note~~our ~~18.~~products, ~~These financial~~our ~~statements~~business dooperations ~~not~~may ~~include~~be ~~any~~adversely ~~adjustments~~affected ~~that~~by ~~might~~our ~~result~~competitors ~~from~~and ~~the~~prolonged ~~outcome of this uncertainty~~recession periods.

San Mateo, California	WWC, P.C.
March 25, 2014	Certified Public Accountants

Our success will be dependent upon implementing our plan of operations and the risks associated with our business plans. We manufacture, trade and distribute fresh fruits, including our signature tangerine, to retail consumers and wholesale buyers. We plan to strengthen our position in these markets. We also plan to expand our operations through aggressively marketing our products and our concept.

(1816)

Table of Contents

China Fruits Corporation
Consolidated Balance Sheets
As of December 31, 2013 and 2012
(Stated in US Dollars)
		Dec 31, 2013			Dec 31, 2012
Current Assets	Notes
Cash & Cash Equivalents		$	40,217		$	46,642
Accounts Receivable, Net	3		4,075,765			486,312
Other Receivable, Net	4		141,363			80,811
Advance to Supplies	5		2,162,844			1,565,386
Inventories	6		1,566,556			110,830
Prepaid Expense	7		67,862			24,599
Refundable Tax			266,719			142,065
TOTAL CURRENT ASSETS		$	8,321,326		$	2,456,645
Noncurrent Assets
Property, Plant & Equipment, Net	8	$	3,370,148		$	3,256,987
Construction in Progress			1,146			—
Intangible Assets, Net	9		331,697			346,501
Other Long-term Asset Deposit			24,548			36,250
Organization Cost/ L/T Amortization			4,479			28,567
TOTAL NON-CURRENT ASSETS			3,732,018			3,668,305
TOTAL ASSETS		$	12,053,344		$	6,124,950
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	4,238,843		$	87,428
Notes Payable – Current Portion	10		2,479,379			1,587,024
Customer Deposit	11		493,164			585,341
Taxes Payable			261,286			27,582
Other Payables			657,952			427,895
Due to Related Parties	12		1,074,031			562,431
Accrued liabilities and Payroll Tax Liabilities			354,489			104,643
TOTAL CURRENT LIABILITIES		$	9,559,144		$	3,382,344
LONG-TERM LIABILITIES
Note Payable-Longterm	13		—			499,913
Due to stockholders			—			—
TOTAL LONG TERM LIABILITIES			—			499,913
TOTAL LIABILITIES		$	9,559,144		$	3,882,257
STOCKHOLDERS' EQUITY
Common stock, par value $.001, 100,000,000 shares authorized, 49,951,223 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively		$	49,951		$	49,951
Preferred stock, 200,000,000 shares authorized, designated as Series A and B. Series A: par value $.001; 2,000,000 shares authorized, 13,150 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively			13			13
Series B; par value $0.001, voting; 50,000,000 shares authorized, 12,100,000 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively			12,100			12,100
Additional Paid in Capital			3,789,864			3,789,864
Statutory Reserve			170,950			129,636
Retained Earnings			(2,003,096	)		(2,128,404	)
Accumulated Other Comprehensive Income			474,419			389,533
TOTAL STOCKHOLDERS’ EQUITY			2,494,201			2,242,693
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			12,053,344			6,124,950
See Accompanying Notes to Financial Statements and Accountant’s Report

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~(19)~~We do not use derivative financial instruments in our investment portfolio and have no foreign exchange contracts. Our financial instruments consist of cash and cash equivalents, trade accounts receivable, accounts payable and long-term obligations. We consider investments in highly liquid instruments purchased with a remaining maturity of 90 days or less at the date of purchase to be cash equivalents. However, in order to manage the foreign exchange risks, we may engage in hedging activities to manage our financial exposure related to currency exchange fluctuation. In these hedging activities, we might use fixed-price, forward, futures, financial swaps and option contracts traded in the over-the-counter markets or on exchanges, as well as long-term structured transactions when feasible.

~~Table~~Foreign ofExchange ~~Contents~~Rates

China Fruits Corporation
Consolidated Statements of Income
For the years ended December 31, 2013 and 2012
(Stated in US Dollars)
			Twelve Months Ended
	Note		Dec 31, 2013			Dec 31, 20132
REVENUES:
Sales			$	9,369,901		$	3,550,674
Cost of Goods Sold				7,286,184			3,065,050
GROSS PROFIT				2,083,717			485,623
OPERATING EXPENSES:
Selling Expenses				1,262,369			545,988
General and Administrative				852,056			970,442
TOTAL OPERATING EXPENSES				2,114,426			1,516,430
Operating Income/(Loss)				(30,708	)		(1,030,806	)
OTHER INCOME (EXPENSE):
Other Income				18,780			22,064
Other Expense				—			(156,910	)
Interest Income				120			305
Interest Expense				(131,316	)		(143,589	)
Government Grants		14		409,160			1,220,920
TOTAL OTHER INCOME (LOSS) & EXPENSE				296,744			942,790
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES				266,036			(88,016	)
Income Tax Expense				99,414			—
NET Income/(loss)				166,622			(88,016	)
Other compressive income
-Foreign currency translation gain/(loss)				84,886			(74	)
COMPREHENSIVE (LOSS)				251,508			(88,090	)
(Loss) per common share:		15
Basic and fully diluted				$ **			$ **
Weighted Average Number of Common Shares Outstanding – Basic and Fully Diluted				49,951,223			49,951,223
**Less than $0.01
See Accompanying Notes to Financial Statements and Accountant’s Report

All of our sales are denominated in Renminbi (“RMB”). As a result, changes in the relative values of U.S. Dollars and RMB affect our reported levels of revenues and profitability as the results are translated into U.S. Dollars for reporting purposes. Fluctuations in exchange rates between the U.S. dollar and RMB affect our gross and net profit margins and could result in foreign exchange and operating losses.

~~(20)~~Our results of operations and cash flow 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. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We recorded net foreign currency loss of $15,314 in fiscal 2014. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future.

~~Table~~Our financial statements are expressed in U.S. dollars but the functional currency of ~~Contents~~our operating subsidiary is RMB. The value of your investment in our stock will be affected by the foreign exchange rate between U.S. dollars and RMB. To the extent we hold assets denominated in U.S. dollars any appreciation of the RMB against the U.S. dollar could result in a change to our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of RMB against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of your investment in our company and the dividends we may pay in the future, if any, all of which may have a material adverse effect on the price of our stock.

China Fruits Corporation
Consolidated Statements of Stockholders’ Equity
As of December 31, 2013 and 2012
(Stated in US Dollars)
	Common Stock (Shares)	Series "A" Preperred (Shares)	Series "B" Preferred (Shares)	Common Stock (Amount)	Series "A" Preperred (Amount)	Series "B" Preferred (Amount)	Additional paid in capital	Statutory Reserve	Accumulated other Comprehensive Income (Loss)		Accumulated Deficit		Total
Balance at January 1, 2012	49,951,223	13,150	12,100,000	49,951	13	12,100	3,789,864	62,719	389,607		(1,973,471	)	2,330,783
Net income											(88,016	)	(88,016	)
Appropriations to statutory reserves								66,917			(66,917	)	—
Foreign currency translation adjustment									(74	)			(74	)
Balance at December 31, 2012	49,951,223	13,150	12,100,000	49,951	13	12,100	3,789,864	129,636	389,533		(2,128,404	)	2,242,693
Balance at January 1, 2013	49,951,223	13,150	12,100,000	49,951	13	12,100	3,789,864	129,636	389,533		(2,128,404	)	2,242,693
Net income											166,622		166,622
Appropriations to statutory reserves								41,314			(41,314	)	—
Foreign currency translation adjustment									84,886
Balance at December 31, 2013	49,951,223	13,150	12,100,000	49,951	13	12,100	3,789,864	170,950	474,419		(2,003,096	)	2,494,201
See Accompanying Notes to Financial Statements and Accountant’s Report

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements or otherwise stated in this MD&A were as follows:

(21)

2014

2013

Balance sheet items, except for the registered and paid-up capital as of December 31, 2014 and 2013

USD 1:RMB 6.1385

USD 1:RMB 6.1104

Amounts included in the statement of operations, statement of changes in stockholders’ equity and statement of cash flows for the years ended December 31, 2014 and 2013

USD 1:RMB 6.1432

USD 1:RMB 6.1905

~~Table of Contents~~(17)

China Fruits Corporation
Consolidated Statements of Cash Flows
For the years ended December 31, 2013 and 2012
(Stated in US Dollars)
	Twelve Months Ended
	12/31/2013			12/31/2012
Cash Flows from Operating Activities
Net (loss)		166,622		$	(88,016	)
Adjustments to reconcile net loss to net		—
Cash provided by (used in) operating activities:
Depreciation and Amortization		320,782			163,794
(Increase) decrease in operating assets:
Accounts receivable		(3,589,453	)		(109,387	)
Inventories		(1,455,726	)		271,476
Other assets		(60,552	)		11,221
Prepaid expenses and other current assets		(156,215	)		1,452,803
Advance to suppliers		(597,458	)		(1,565,386	)
Increase (decrease) in operating activities:
Accounts payable		4,151,415			19,460
Other payables and accrued liabilities		479,903			432,361
Tax payable		233,702			27,583
Customer deposit		(92,177	)		249,771
Net cash (used in) provided by Operating Activities		(599,157	)		865,680
Cash Flows from Investing Activities
Construction in progress		(1,146	)		—
Increase in property and equipment		(380,291	)		(488,896	)
Increase in intangible assets		(14,758	)		(341,155	)
Net cash provided (Used in) by Investing Activities		(396,195	)		(830,051	)
Cash Flows from Financing Activities
Loan from related party		511,599			—
Proceeds from Notes Payable		1,963,864
Payments on Notes Payable		(1,571,422	)		(820,584	)
Proceeds from issuance of note payable-related party		-			522,754
Due to stockholders					(209,933	)
Net cash provided by (used in) Financing Activities		904,041			(507,763	)
Foreign currency translation adjustment		84,886			(74	)
Net increase/(decrease) in cash & cash equivalents for the periods		(6,425	)		(472,208	)
Cash & cash equivalents:
Beginning of period		46,642			518,850
End of period		40,217			46,642
Supplementary disclosures of cash flows information:
Cash paid for interest		124,937			143,588
Cash paid for income taxes		—			—
See Accompanying Notes to Financial Statements and Accountant’s Report

Table of Contents

~~(22)~~ITEM 8. FINANCIAL STATEMENTS

~~Table~~China ofFruits ~~Contents~~Corp.

China Fruits Corporation

Content	Page

Report of Independent Registered Public Accounting Firm	19

Consolidated Balance Sheets	20

Consolidated Statements of Income and Comprehensive Income	21

Consolidated Statements of Stockholders’ Equity	22

Consolidated Statements of Cash Flows	23

Notes to Consolidated Financial Statements	24 - 28

~~Notes To Consolidated Financial Statements~~(18)

Table ~~December~~of ~~31, 2013 and 2012~~Contents

~~(Stated~~To: The Board inof ~~USD)~~Directors and Stockholders of

~~1.ORGANIZATION~~China ~~AND~~Fruits ~~PRINCIPAL ACTIVITIES~~Corp.

~~China~~Report ~~Fruits Corporation (the “Company” or “CHFR”) was incorporated in the State~~ of ~~Delaware~~Independent onRegistered ~~January~~Public 6,Accounting 1993 as Vaxcel, Inc. On December 19, 2000, CHFR changed its name to eLocity Networks Corporation. On August 6, 2002, CHFR further changed its name to Diversified Financial Resources Corporation. The principal activities of CHFR at that time was seeking and consummating a merger or acquisition opportunity with a business entity. On May 12, 2006, CHFR was re-domiciled to the State of Nevada.Firm

OnWe ~~May~~have ~~31,~~audited ~~2006,~~the ~~CHFR~~accompanying ~~completed~~balance asheets ~~stock~~of ~~exchange~~China ~~transaction~~Fruits ~~with~~Corporation ~~Jiangxi~~as ~~Taina~~of ~~Guo~~December Ye31, ~~Yon~~2014 ~~Xian~~and ~~Gong~~2013, Siand ~~(“Tai Na”). Tai Na was incorporated as a limited liability company in~~ the ~~People’s~~related ~~Republic~~ statements of ~~China~~income, ~~(“PRC”)~~comprehensive onincome, ~~October~~stockholders’ 28equity, ~~2005~~ ~~with~~and ~~its~~cash ~~principal~~flows ~~place~~for each of ~~business~~the years in ~~Nanfeng Town, Jiangxi Province,~~ the ~~PRC. Tai~~two-year Naperiod ~~is principally engaged~~ended inDecember ~~manufacturing~~31, ~~trading,~~2014. ~~and~~China ~~distributing~~Fruits ofCorporation’s ~~Nanfeng~~management ~~tangerine,~~is ~~and~~responsible ~~operating~~for ~~franchise~~these ~~retail~~financial ~~stores~~statements. ~~for~~Our ~~fresh fruits through~~responsibility ~~its~~is ~~wholly-owned~~to ~~subsidiary,~~express ~~Tai~~an Naopinion ~~International~~on ~~Fruits~~these ~~(Beijing)~~financial ~~Co.~~statements ~~Ltd.~~based ~~(“Tai~~on Naour ~~Beijing”)~~audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control ~~stock~~over ~~exchange~~financial ~~transaction~~reporting. ~~involved~~Our ~~two~~audit ~~simultaneous~~included ~~transactions:~~consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~The~~In ~~majority~~our ~~shareholder~~opinion, ofthe ~~CHFR~~financial ~~delivered~~statements ~~the~~referred ~~13,150~~to ~~convertible~~above ~~Series~~present Afairly, ~~preferred~~in ~~shares~~all ~~and~~material 12respects,~~100,000~~ ~~non-convertible~~the ~~Series~~financial position of China BFruits ~~preferred~~Corporaiton ~~shares~~as of ~~CHFR~~December to31, ~~Tai~~2014 ~~Na’s~~and ~~owners~~2013, inand ~~exchange~~the ~~for~~results ~~total~~of ~~payments~~its operations and its cash flows for each of ~~$500~~the years in the two-year period ended December 31,~~000~~ 2014, in ~~cash~~conformity ~~and;~~with accounting principles generally accepted in the United States of America.

~~CHFR~~The ~~issued~~accompanying tofinancial ~~Tai~~statements ~~Na’s~~have ~~owners~~been anprepared ~~amount~~assuming ~~equal~~that tothe ~~30,000,000~~Company ~~new~~will ~~investment~~continue ~~shares~~as ofa ~~common~~going ~~stock~~concern. ofAs ~~CHFR~~discussed in ~~pursuant~~Note 20 to ~~Regulation S~~the ~~under~~financial statements, the ~~Securities~~Company ~~Act~~had ofincurred ~~1933~~substantial losses in previous years, which raises substantial doubt about its ability to continue as ~~amended,~~a going concern. Management’s plans in ~~exchange~~regards ~~for~~to ~~all~~these ofmatters ~~the~~are ~~registered~~also ~~capital~~described in Note 20. These financial statements do not include any adjustments that might result from the outcome of ~~Tai~~this Nauncertainty.

Upon completion of the exchange, Tai Na and its wholly-owned subsidiary, Tai Na Beijing, became wholly-owned subsidiaries of CHFR and the former owners of Tai Na then owned 99% of the issued and outstanding shares of the Company.

San Mateo, California	WWC, P.C.
March 31, 2015	Certified Public Accountants

~~On August 18, 2006, CHFR changed its name to its current name “China Fruits Corporation”.~~(19)

~~The stock~~Table ~~exchange transaction has been accounted for as a reverse acquisition and recapitalization~~ of the CHFR whereby Tai Na is deemed to be the accounting acquirer (legal acquiree) and CHFR to be the accounting acquiree (legal acquirer). The accompanying consolidated financial statements are in substance those of Tai Na and Tai Na Beijing, with the assets and liabilities, and revenues and expenses, of CHFR being included effective from the date of stock exchange transaction. CHFR is deemed to be a continuation of the business of Tai Na. Accordingly, the accompanying consolidated financial statements include the following:Contents

~~(1) The~~China ~~balance~~Fruits ~~sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost;~~ Corporation

~~(2) The~~Audited ~~financial~~Consolidated ~~position,~~Balance results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.Sheets

~~CHFR,~~As ~~Tai~~of NaDecember ~~and~~31, ~~Tai~~2014 Naand ~~Beijing are hereinafter referred to as (the “Company”).~~2013

(23Stated in US Dollars)

Table of Contents

ASSETS			12/31/2014		12/31/2013
Current Assets	Notes
Cash & cash equivalents		$	801,356	$	40,217
Accounts receivable, Net	3		14,442,327		4,075,765
Other receivable, Net	4		248,898		141,363
Advance to suppliers	5		5,894,668		2,162,844
Inventories	6		2,089,796		1,566,556
Prepaid expense	7		89,558		67,862
Refundable tax			297,481		266,719
Related party receivable	8		1,114,279		—
TOTAL CURRENT ASSETS			24,978,363		8,321,326

Noncurrent Assets
Investment	9		162,906		—
Property, plant & equipment, net	10		3,366,085		3,370,148
Construction in progress			356,793		1,146
Intangible assets, net	11		307,614		331,697
Other long-term asset and deposits			55,326		24,548
Long-term amortization			1,115		4,479
TOTAL NON-CURRENT ASSETS			4,249,839		3,732,018

TOTAL ASSETS		$	29,228,202	$	12,053,344

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses		$	13,881,635	$	4,238,843
Short-term loans	12		4,936,059		2,479,379
Customer deposit	13		838,553		493,164
Taxes payable			775,919		261,286
Other payables			841,155		657,952
Due to related parties	14		1,941,527		1,074,031
Accrued liabilities and payroll tax liabilities			1,262,399		354,489
Long-term bank loan, current portion	15		377,942		—
TOTAL CURRENT LIABILITIES			24,855,189		9,559,144

LONG TERM LIABILITIES
Long term bank loan	15		342,103		—
TOTAL LONG TERM LIABILITIES			342,103		—

TOTAL LIABILITIES		$	25,197,292	$	9,559,144

China Fruits Corporation


STOCKHOLDERS' EQUITY

Common stock, par value $.001, 100,000,000 shares authorized, 49,951,223 shares issued and outstanding as of December 31, 2014 and 2013, respectively	$	49,951		$	49,951
Preferred stock, 200,000,000 shares authorized, designated as Series A and Series B. Series A: par value $.001; 2,000,000 shares authorized, 13,150 shares issued and outstanding as of December 31, 2014 and 2013, respectively		13			13
Series B; par value $0.001, voting; 50,000,000 shares authorized, 12,100,000 shares issued and outstanding as of December 31, 2014 and 2013, respectively		12,100			12,100
Additional paid in capital		3,789,864			3,789,864
Statutory reserve		170,950			170,950
Accumulated deficits		(451,073	)		(2,003,096	)
Accumulated other comprehensive income		459,105			474,419
TOTAL STOCKHOLDERS’ EQUITY		4,030,910			2,494,201

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	29,228,202		$	12,053,344

See Accompanying Notes Toto ~~Consolidated~~ Financial Statements and Accountant’s Report

~~December 31, 2013 and 2012~~(20)

~~(Stated~~Table inof ~~USD)~~Contents

2.China ~~SUMMARY~~Fruits ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Corporation

~~(a)~~Audited Consolidated ~~Basis~~Statements of ~~presentation~~Income and Comprehensive Income

~~These~~For ~~accompanying~~the ~~consolidated~~years ~~financial~~ended ~~statements~~December ~~have~~31, ~~been~~2014 ~~prepared~~and ~~in accordance with generally accepted accounting principles in the United States of America.~~2013

(b)Stated in ~~Use~~US ~~of estimates~~Dollars)

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates.

	Note			12/31/2014			12/31/2013

Sales	2	(d)	$	32,635,446		$	9,369,901
Cost of goods sold				(26,845,474	)		(7,286,184	)
GROSS PROFIT				5,789,972			2,083,717

OPERATING EXPENSES:
Selling expenses				2,495,267			1,262,369
General and administrative expenses				1,380,048			852,056
TOTAL OPERATING EXPENSES				3,875,315			2,114,426

INCOME (LOSS) FROM CONTINUING OPERATIONS				1,914,657			(30,708	)

OTHER INCOME (EXPENSE):
Other income				42,742			18,780
Other expense				(516	)		—
Interest income				190			120
Interest expense				(240,102	)		(131,316	)
Government grants				278,780			409,160
TOTAL OTHER INCOME (LOSS) & EXPENSE				81,094			296,744

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES				1,995,751			266,036

Income tax expense	2	(k)		(443,728	)		(99,414	)
NET INCOME (LOSS)			$	1,552,023		$	166,622

Other compressive income
-Foreign currency translation gain (Loss)	2	(m)		(15,314	)		84,886

COMPREHENSIVE INCOME (LOSS)				1,536,709			251,508
Income/(Loss) per common share:
Basic			$	0.03			**
Fully diluted			$	0.03			**

Weighted average number of common shares outstanding
Basic				49,951,223			49,951,223
Fully diluted				55,878,400			51,266,223

~~(c)~~** ~~Basis~~Less ofthan ~~consolidation~~$0.01

~~The~~See Accompanying ~~consolidated~~Notes ~~financial~~to ~~statements~~Financial ~~include the financial statements of the Company~~ Statements and ~~its~~Accountant’s ~~subsidiaries.~~Report

~~All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.~~(21)

~~(d)~~Table ~~Revenue~~of ~~recognition~~Contents

~~The Company~~China ~~derives revenues from the resale of tangerine and other fresh fruits purchased from third parties, net of value added~~Fruits taxes (“VAT”). The Company is subject to VAT which is levied on the majority of the products of the Company at the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales.Corporation

~~In accordance~~Audited ~~with guidance issued by the FASB, the Company recognizes revenue when persuasive evidence of an arrangement exists,~~Consolidated ~~transfer~~Statements of ~~title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured. The Company~~Stockholders’s ~~sales arrangements are not subject to warranty.~~Equity

~~The Company~~As ~~recognizes revenue from the sale~~ of ~~products upon delivery to the customers and the transfer of title and risk of loss. The Company did not record any product returns for the year ended~~ December 31, ~~2012~~2014 and 2013

(e)Stated ~~Cost~~in US ~~of revenue~~Dollars)

Cost of revenues consists primarily of material costs, direct labor, depreciation and overheads, which are directly attributable to the manufacture of products and the provision of services.

	Common Stock (Shares)		Series "A" Preferred (Shares)		Series "B" Preferred (Shares)		Common Stock (Amount)		Series "A" Preferred (Amount)		Series "B" Preferred (Amount)		Additional Paid in Capital		Statutory Reserve		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total
Balance at January 1, 2013		49,951,223		13,150		12,100,000	$	49,951	$	13	$	12,100	$	3,789,864	$	129,636	$	389,533		$	(2,128,404	)	$	2,242,693
Net income		—		—		—		—		—		—		—		—		—			166,622			166,622
Appropriations to statutory reserves		—		—		—		—		—		—		—		41,314		—			(41,314	)		—
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		84,886			—			84,886
Balance at December 31, 2013		49,951,223		13,150		12,100,000	$	49,951	$	13	$	12,100	$	3,789,864	$	170,950	$	474,419		$	(2,003,096	)	$	2,494,201


Balance at January 1, 2014		49,951,223		13,150		12,100,000	$	49,951	$	13	$	12,100	$	3,789,864	$	170,950	$	474,419		$	(2,003,096	)	$	2,494,201
Net income																					1,552,023			1,552,023
Foreign currency translation adjustment																		(15,314	)					(15,314	)
Balance at December 31, 2014		49,951,223		13,150		12,100,000	$	49,951	$	13	$	12,100	$	3,789,864	$	170,950	$	459,105		$	(451,073	)	$	4,030,910

~~(f)~~See ~~Accounts~~Accompanying Notes ~~receivable~~to Financial Statements and Accountant’s Report

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment.(22)

~~(24)~~Table of Contents

~~Table~~China ofFruits ~~Contents~~Corporation

~~China~~Audited ~~Fruits~~Consolidated ~~Corporation~~Statements of Cash Flows

~~Notes~~For Tothe ~~Consolidated~~years ~~Financial~~ended ~~Statements~~December 31, 2014 and 2013

~~December~~(Stated ~~31,~~in ~~2013~~US ~~and 2012~~Dollars)

(Stated in USD)

	For the year ended
	12/31/2014			12/31/2013
Cash Flows from Operating Activities
Net Income/(loss)	$	1,552,023		$	166,622
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		170,169			320,782
Bad debt expense		153,585			—
(Increase)/decrease in operating assets:
Accounts receivable		(10,520,147	)		(3,589,453	)
Inventories		(523,240	)		(1,455,726	)
Prepaid expenses and other current assets		(3,922,595	)		(814,225	)
Related party receivable		(1,114,279	)		—
Increase/(decrease) in operating activities:
Accounts payable		9,642,792			4,151,415
Other payables and accrued liabilities		1,091,113			479,903
Tax payable		514,633			233,702
Customer deposit		345,389			(92,177	)
Net cash (used in) provided by operating activities	$	(2,610,557	)	$	(599,157	)

Cash Flows from Investing Activities
(Increase)/decrease in Construction in Progress	$	(355,652	)	$	(1,146	)
Purchase of property and equipment		(160,473	)		(380,291	)
Increase in Intangible Assets		—			(14,758	)
Investment		(162,906	)		—
Net cash provided (used in) by investing activities	$	(679,031	)	$	(396,195	)

Cash Flows from Financing Activities
Proceeds from short-term loans	$	5,937,933		$	—
Repayments of short-term loans		(3,091,961	)		—
Advance from (to) related party		5,911,868			511,599
Repayment of advance from (to) related party		(5,183,677	)		—
Proceeds from notes payable		—			1,963,864
Repayments of notes payable		—			(1,571,422	)
Proceeds from notes payable – related party		—			—
Due to stockholders		139,305			—
Proceeds from long-term loan		342,103			—
Net cash provided by (used in) Financing Activities	$	4,055,571		$	904,041

Foreign currency translation adjustment		(4,844	)		84,886

Net increase/(decrease) in cash & cash equivalents for the periods		761,139			(6,425	)

Cash & cash equivalents:
Beginning of period	$	40,217		$	46,642
End of period	$	801,356		$	40,217

Supplementary disclosures of cash flows information:
Interest received	$	1,025		$	—
Interest paid	$	178,387		$	124,937
Income taxes paid	$	—		$	6,873

~~(g)~~See ~~Inventories~~Accompanying Notes to Financial Statements and Accountant’s Report

Inventories consist of finished goods and are valued at lower of cost or market value, cost being determined on the first-in, first-out method. The Company periodically reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The spoilage will be written-off directly to the profit and loss when it occurs.(23)

~~(h)~~Table ~~Plant~~of ~~and equipment, net~~Contents

~~Plant and~~China ~~equipment~~Fruits are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:Corporation

	Depreciable life	Residual value
Plant and machinery	10-12 years	5%
Furniture, fixture and equipment	5-6 years	5%

Notes to Consolidated Financial Statements

~~Expenditure for~~December ~~maintenance~~31, 2014 and ~~repairs is expensed as incurred.~~2013

(i)Stated ~~Impairment~~in ofUS ~~long lived assets~~Dollars)

The Company evaluated the recoverability of its property, plant, equipment, and other long-lived assets in accordance with FASB ASC 360, “Property, Plant and Equipment”, which requires recognition of impairment of long-lived assets in the event the net book value of such assets exceed the estimated future undiscounted cash flows attributable to such assets or the business to which such intangible assets relate1. NoORGANIZATION ~~impairments~~AND ofPRINCIPAL ~~these types of assets were recognized during the year ended December 31, 2012.~~ACTIVITIES

China Fruits Corporation (j)the ~~Comprehensive~~“Company” ~~income~~or ~~(loss~~“CHFR”) was incorporated in the State of Delaware on January 6, 1993 as Vaxcel, Inc. On December 19, 2000, CHFR changed its name to eLocity Networks Corporation. On August 6, 2002, CHFR further changed its name to Diversified Financial Resources Corporation. The principal activities of CHFR at that time was seeking and consummating a merger or acquisition opportunity with a business entity. On May 12, 2006, CHFR was re-domiciled to the State of Nevada.

~~FASB ASC~~On ~~220~~May 31, ~~“Reporting~~ ~~Comprehensive Income”~~2006, ~~establishes~~CHFR completed ~~standards~~a ~~for~~stock ~~reporting~~exchange ~~and~~transaction ~~display~~with ofJiangxi ~~comprehensive~~Taina ~~income, its~~Guo ~~components~~Ye ~~and~~Yon ~~accumulated~~Xian ~~balances~~Gong Si (“Tai Na”). ~~Comprehensive~~Tai ~~income~~Na was incorporated as ~~defined~~a ~~includes~~limited ~~all~~liability ~~changes~~company in ~~equity~~the ~~during~~People’s ~~the year~~Republic ~~from~~of ~~non-owner~~China ~~sources.~~(“PRC”) ~~Accumulated~~on ~~comprehensive~~October ~~income~~28, as2005 ~~presented~~with its principal place of business in Nanfeng Town, Jiangxi Province, the ~~accompanying~~PRC. Tai ~~consolidated~~Na ~~statement~~is ofprincipally ~~stockholders’~~engaged in manufacturing, ~~equity~~trading, ~~consists~~and distributing of ~~changes~~Nanfeng intangerine, ~~unrealized~~and ~~gains~~operating ~~and~~franchise ~~losses~~retail onstores ~~foreign~~for ~~currency~~fresh ~~translation. This~~fruits ~~comprehensive~~through ~~income~~its wholly-owned issubsidiary, ~~not~~Tai ~~included~~Na inInternational ~~the~~Fruits ~~computation~~(Beijing) ofCo. ~~income~~Ltd. ~~tax~~(“Tai ~~expense~~Na ~~or benefit.~~Beijing”)

~~(k)~~The ~~Income~~stock ~~taxes~~exchange transaction involved two simultaneous transactions:

The ~~Company~~ ~~accounts~~majority ~~for~~shareholder of ~~income~~CHFR ~~tax~~delivered ~~using FASB ASC 740 “Accounting for Income Taxes”, which requires~~ the ~~asset and liability approach for financial accounting and reporting for income taxes. Under this approach~~13,150 ~~deferred~~convertible ~~income~~Series ~~taxes~~A ~~are~~preferred ~~provided for~~shares ~~the estimated future tax effects attributable to temporary differences between financial statement carrying amounts of assets~~ and ~~liabilities and their respective tax bases~~12,100,000 ~~and for the expected future tax benefits from loss carry~~non-~~forwards~~convertible ~~and~~Series ~~provisions, if~~B ~~any.~~preferred ~~Deferred~~shares ~~tax assets and liabilities are measured using the enacted tax rates expected in the years~~ of ~~recovery or reversal~~ ~~and~~CHFR ~~the~~to ~~effect~~Tai ~~from~~Na’s aowners ~~change~~ in ~~tax~~exchange ~~rates~~for istotal ~~recognized~~payments ~~in the consolidated statement~~ of ~~operations~~$500,000 ~~and comprehensive income~~ in ~~the~~ ~~period~~cash of enactment. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized.and;

~~(l)~~CHFR ~~Net~~issued ~~loss~~to ~~per~~Tai ~~share~~Na’s owners an amount equal to 30,000,000 new investment shares of common stock of CHFR pursuant to Regulation S under the Securities Act of 1933, as amended, in exchange for all of the registered capital of Tai Na.

~~The Company~~Upon ~~reports~~completion ~~earnings (loss) per share in accordance with FASB Accounting Standards Codification 260 “Earnings per Share” (“ASC 260”). This statement requires dual presentation~~ of ~~basic and diluted earnings (loss) with~~the aexchange, ~~reconciliation~~Tai ofNa ~~the numerator~~ and ~~denominator~~its ofwholly-owned ~~the earnings (loss) per share computations. Basic earnings per share amounts are based on the weighted average shares of common outstanding. If applicable~~subsidiary, ~~diluted~~Tai ~~earnings~~Na ~~per share assume the conversion~~Beijing, ~~exercise~~ orbecame ~~issuance~~wholly-owned subsidiaries of ~~all~~CHFR ~~common stock instruments such as options, warrants~~ and ~~convertible securities, unless~~ the ~~effect~~former isowners toof ~~reduce~~Tai aNa ~~loss~~then orowned ~~increase~~99% ~~earnings~~of ~~per share. Accordingly, this presentation has been adopted for~~ the ~~periods~~issued ~~presented.~~and ~~There were~~outstanding noshares ~~adjustments~~of ~~required to net income for~~ the ~~periods presented in the computation of diluted earnings per share~~Company.

~~(25)~~On August 18, 2006, CHFR changed its name to its current name “China Fruits Corporation”.

~~Table~~The stock exchange transaction has been accounted for as a reverse acquisition and recapitalization of ~~Contents~~the CHFR whereby Tai Na is deemed to be the accounting acquirer (legal acquiree) and CHFR to be the accounting acquiree (legal acquirer). The accompanying consolidated financial statements are in substance those of Tai Na and Tai Na Beijing, with the assets and liabilities, and revenues and expenses, of CHFR being included effective from the date of stock exchange transaction. CHFR is deemed to be a continuation of the business of Tai Na. Accordingly, the accompanying consolidated financial statements include the following:

~~China~~(1) The ~~Fruits~~balance ~~Corporation~~sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost;

~~Notes~~(2) The financial Toposition, ~~Consolidated~~results ~~Financial~~of ~~Statements~~operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.

~~December~~On 31June 16, ~~2013~~2014, ~~and~~CHFR incorporated ~~2012~~a subsidiary entity, US-China Fruits Company Limited, in the British Virgin Island.

~~(Stated~~CHFR, inTai ~~USD)~~Na, Tai Na Beijing, and US-China Fruits Company Limited are hereinafter referred to as (the “Company”).

(m24) ~~Foreign currencies translation~~

~~The reporting~~Table ~~currency~~ of the Company is the United States dollar (“U.S. dollars”). Transactions denominated in currencies other than U.S. dollar are calculated at the average rate for the period. Monetary assets and liabilities denominated in currencies other than U.S. dollar are translated into U.S. dollar at the rates of exchange ruling at the balance sheet date. The resulting exchange differences are recorded in the other comprehensive income/expenses in the consolidated statement of operations and comprehensive income.Contents

The Company’s subsidiary maintains its books and records in its local currency, the Renminbi Yuan (“RMB”), which is functional currency as being the primary currency of the economic environment in which its operations are conducted2. ~~In general,~~ ~~for~~SUMMARY ~~consolidation~~OF ~~purposes,~~SIGNIFICANT ~~the~~ACCOUNTING Company translates the subsidiary’s assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statement of operations is translated at average exchange rates during the reporting period. Adjustments resulting from the translation of the subsidiary’s financial statements are recorded as accumulated other comprehensive income/expenses.POLICIES

(na) ~~Retirement~~Basis ~~plan~~of ~~costs~~presentation

~~Contributions to~~These ~~retirement~~accompanying ~~schemes~~consolidated financial ~~(which~~statements ~~are~~have ~~defined~~been ~~contribution~~prepared ~~plans)~~in ~~are~~accordance ~~charged~~with togenerally ~~general~~accepted ~~and~~accounting ~~administrative~~principles ~~expenses~~ in the ~~consolidated statements~~United States of ~~income and comprehensive income as and when the related employee service is provided~~America.

(ob) ~~Related~~Use ~~parties~~of estimates

~~Parties, which~~In ~~can~~preparing bethese aconsolidated financial ~~corporation or individual~~statements, ~~are~~management ~~considered~~makes toestimates beand ~~related~~assumptions ifthat affect the ~~Company~~reported ~~has~~amounts ~~the~~of ~~ability,~~assets ~~directly~~and orliabilities ~~indirectly,~~in ~~to control~~ the ~~other~~balance ~~party~~sheets orand ~~exercise~~revenues ~~significant~~and ~~influence~~expenses ~~over~~during the ~~other~~year ~~party in making financial and operating decisions~~reported. ~~Companies~~ Actual ~~are~~results ~~also~~may ~~considered~~differ tofrom bethese ~~related if they are subject to common control or common significant influence~~estimates. ~~A material related party transaction has been identified in Note 10 in the financial statements.~~

(pc) ~~Fair~~Basis ~~value~~ of ~~financial instruments~~consolidation

The ~~Company~~ ~~follows~~consolidated ~~paragraph~~financial statements ~~825-10-50-10~~include of the ~~FASB Accounting Standards Codification (“ASC”) for disclosures about fair value of its~~ financial ~~instruments~~statements ~~and paragraph 820-10-35-37~~ of the ~~FASB~~Company ~~ASC~~and ~~(“Paragraph 820-10-35-37”) to measure the fair value of~~ its ~~financial instruments~~subsidiaries. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

All significant inter-company balances and transactions within the Company and subsidiary have been eliminated upon consolidation.

~~The carrying~~(d) ~~amounts~~Revenue ~~of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.~~recognition

The Company ~~does~~derives ~~not~~revenues from ~~have~~the ~~any~~resale ~~assets~~of ortangerine ~~liabilities~~and ~~measured~~other atfresh ~~fair~~fruits ~~value~~purchased onfrom athird ~~recurring~~parties, ornet aof ~~non-recurring~~value ~~basis,~~added ~~consequently, the~~taxes (“VAT”). The Company ~~did~~is ~~not~~subject ~~have~~to ~~any~~VAT ~~fair~~which ~~value~~is ~~adjustments~~levied ~~for~~on ~~assets~~the ~~and~~majority ~~liabilities~~of ~~measured~~the atproducts ~~fair~~of ~~value~~the Company at ~~December~~the ~~31,~~rate ~~2013~~of ~~and December~~17% ~~31,~~on ~~2012~~the ~~nor~~invoiced ~~gains~~value of orsales. Output ~~losses~~VAT ~~are~~is ~~reported~~borne inby ~~the~~customers ~~statement~~in ofaddition ~~operations that are attributable~~ to the ~~change~~invoiced invalue ~~unrealized gains~~of orsales ~~losses~~and ~~relating~~input toVAT ~~those~~is ~~assets~~borne ~~and~~by ~~liabilities~~the Company ~~still~~in ~~held~~addition atto the ~~reporting~~invoiced ~~date~~value ~~for~~of ~~the~~purchases ~~year~~to ~~ended~~the ~~December~~extent ~~31,~~not ~~2013 and~~refunded ~~December~~for ~~31,~~export ~~2012, respectively~~sales.

~~(q)~~In ~~Subsequent~~accordance ~~Events~~with guidance issued by the FASB, the Company recognizes revenue when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable and collectability is reasonably assured. The Company’s sales arrangements are not subject to warranty.

The Company ~~evaluated~~recognizes revenue ~~for~~from ~~subsequent~~the ~~events~~sale ~~through~~of products upon delivery to the ~~issuance~~customers ~~date~~and the transfer of ~~the~~title and risk of loss. The Company’s ~~financial~~did ~~statements~~not record any product returns for the quarter ended December 31, 2014.

(26e) Cost of revenue

~~Table~~Cost of ~~Contents~~revenues consists primarily of material costs, direct labor, depreciation, and overheads, which are directly attributable to the manufacture of products and the provision of services.

~~China~~(f) ~~Fruits~~Accounts ~~Corporation~~receivable

~~Notes~~Accounts Toreceivable ~~Consolidated~~are recorded ~~Financial~~at ~~Statements~~the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness, and the economic environment.

~~December~~(g) ~~31, 2013 and 2012~~Inventories

~~(Stated~~Inventories consist of finished goods and are valued at lower of cost or market value, cost being determined on the first-in, ~~USD)~~first-out method. The Company periodically reviews historical sales activity to determine excess, slow moving items and potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. The spoilage will be written-off directly to the profit and loss when it occurs.

(rh) ~~Recently~~Plant ~~Issued~~and ~~Accounting~~equipment, ~~Standards~~net

~~In January~~Plant ~~2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets~~ and ~~Liabilities” (“ASU~~equipment ~~2013-01”). The Update clarifies that ordinary trade receivables and receivables~~ are ~~not in the scope of~~ ~~Accounting~~stated ~~Standards~~at ~~Update~~cost ~~No.~~less ~~2011-11,~~accumulated ~~Balance~~depreciation ~~Sheet (Topic 210): Disclosures about Offsetting Assets~~ and ~~Liabilities.~~accumulated ~~Specifically, Update~~impairment ~~2011-11 applies only to derivatives~~losses, ~~repurchase~~if ~~agreements~~any. ~~and~~Depreciation ~~reverse~~is ~~purchase~~calculated ~~agreements,~~on ~~and~~the ~~securities borrowing and~~straight-line ~~securities~~basis ~~lending~~over ~~transactions~~the ~~that~~following ~~are~~expected ~~either~~useful ~~offset~~lives infrom ~~accordance~~the ~~with~~date ~~specific~~on ~~criteria~~which ~~contained~~they ~~in FASB~~become ~~Accounting Standards~~fully ~~Codification® or~~operational ~~subject to a master netting arrangement or similar agreement. The amendments in this Update are effective for fiscal years,~~ and ~~interim periods within those years, beginning on or~~ after ~~January~~taking 1,into ~~2013. Management does~~account ~~not~~their ~~expect~~estimated ~~the~~residual ~~adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.~~values:

For public entities, the amendments that are subject to the transition guidance is effective for fiscal periods beginning after December 15, 2012. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

	Depreciable life	Residual value
Plant and machinery	10-12 years	5%
Furniture, fixture and equipment	5-6 years	5%

~~In February~~Expenditure ~~2013,~~for ~~the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive~~maintenance ~~Income”~~and ~~(“ASU~~repairs ~~2013-02”).~~is ~~The~~expensed ~~amendments~~as ~~require an organization to:~~incurred.

~~a) Present~~ (~~either on the face of the statement where net income is presented or in the notes~~i) ~~the~~Impairment ~~effects on the line items~~ of ~~net~~long ~~income~~lived of significant amounts reclassified out of accumulated other comprehensive income–but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. b) Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.assets

The Company evaluated ~~amendments~~the ~~are~~recoverability ~~effective~~of ~~for~~its ~~reporting~~property, ~~periods~~plant, ~~beginning~~equipment, ~~after~~and ~~December~~other 15long-lived assets in accordance with FASB ASC 360, “Property, Plant ~~2012~~and Equipment”, ~~for~~which ~~public~~requires ~~companies.~~recognition ~~Management~~of ~~does~~impairment ~~not~~of ~~expect~~ long-lived assets in the ~~adoption~~event the net book value of ~~this~~such assets ~~standard~~exceed ~~has~~the aestimated ~~significant~~future ~~effect~~undiscounted oncash ~~the~~flows ~~Company’s~~attributable ~~consolidated~~to ~~financial~~such ~~position~~assets or ~~results~~the business to which such intangible assets relate. No impairments of ~~operations~~these types of assets were recognized for the years ended December 31, 2014 and 2013.

~~In February 2013, the FASB issued ASU No. 2013-03, “Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities”~~ (~~“ASU 2013-03”~~j). ~~The~~Comprehensive ~~amendment~~income ~~clarifies that the requirement to disclose the level of the fair value hierarchy within which the fair value measurements are categorized in their entirety~~ (~~as Level 1, Level 2, or Level 3~~loss) does not apply to private companies and nonpublic not-for-profits for items that are not measured at fair value in the statement of financial position, but for which fair value is disclosed. The amendments are effective upon issuance. Management does not expect the adoption of this standard has a significant effect on the Company’s consolidated financial position or results of operations.

~~In March 2013, the~~ FASB ~~issued~~ASC ~~ASU No. 2013-04~~220, “~~Obligations Resulting from Joint and Several Liability Arrangements for Which~~Reporting ~~the~~Comprehensive ~~Total Amount of the Obligation Is Fixed at the Reporting Date~~Income”, ~~(“ASU~~establishes ~~2013-04”).~~standards ~~The update provides guidance~~ for ~~the~~reporting ~~recognition, measurement,~~ and ~~disclosure~~display of ~~obligations~~comprehensive ~~resulting~~income, ~~from~~its ~~joint~~components and ~~several liability arrangements for which~~accumulated ~~the~~balances. Comprehensive ~~total~~income ~~amount~~as ofdefined ~~the~~includes ~~obligation~~all ~~within~~changes ~~the~~in ~~scope~~equity ofduring ~~this ASU is fixed at~~ the ~~reporting~~year ~~date,~~from ~~except~~non-owner ~~for~~sources. ~~obligations addressed~~Accumulated ~~within~~comprehensive ~~existing~~income, ~~guidance in US GAAP. The guidance requires an entity to measure those obligations~~ as ~~the~~presented ~~sum~~in of the ~~amount~~accompanying ~~the reporting~~consolidated ~~entity~~statement ~~agreed~~of tostockholders’ ~~pay~~equity onconsists ~~the basis~~ of ~~its~~changes in ~~arrangement~~unrealized ~~among~~gains ~~its co-obligors~~ and ~~any~~losses ~~additional amount the reporting entity expects to pay~~ on ~~behalf~~foreign ofcurrency ~~its co-obligors~~translation. This ~~The~~comprehensive ~~guidance~~income inis ~~this~~not ~~ASU~~included ~~also~~in ~~requires an entity to disclose~~ the ~~nature and amount~~computation of ~~the~~income ~~obligation~~tax asexpense well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or ~~results of operations~~benefit.

In March 2013, the FASB issued ASU No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (~~“ASU 2013-05”~~k). ~~The~~Income ASU clarifies that when a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Accounting Standards Codification 830-30 to release any related cumulative translation adjustment into net income. The ASU provides that the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendments take effect prospectively for public companies for fiscal years beginning after December 15, 2013, and interim reporting periods within those years. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.taxes

~~In March~~The ~~2013,~~Company ~~the~~accounts ~~FASB~~for income ~~issued~~tax ~~ASU~~using ~~No.~~FASB ~~2013-07,~~ASC 740 “~~Liquidation~~Accounting ~~Basis~~for ofIncome ~~Accounting~~Taxes”, ~~(“ASU~~which ~~2013-07”). The ASU~~ requires anthe ~~entity~~asset toand ~~prepare~~liability ~~its~~approach for financial ~~statements using the liquidation basis of~~ accounting ~~when~~and ~~liquidation~~reporting isfor ~~imminent~~income taxes. ~~Liquidation~~ ~~would~~Under bethis ~~considered~~approach, ~~imminent~~deferred ~~when~~income ~~the~~taxes ~~likelihood~~are isprovided ~~remote~~for ~~that~~ the ~~reporting entity would return from liquidation~~estimated ~~and~~future ~~either:~~tax ~~(a)~~effects aattributable ~~plan~~to ~~for~~temporary ~~liquidation~~differences ~~has~~between ~~been~~financial ~~approved~~statement bycarrying ~~the~~amounts ~~person~~of orassets ~~persons~~and ~~with the authority to make such a plan effective~~liabilities and ~~the~~their ~~likelihood~~respective istax ~~remote~~bases, ~~that~~and ~~the~~for ~~execution of~~ the ~~plan~~expected ~~will~~future betax ~~blocked~~benefits byfrom ~~other~~loss ~~parties~~carry-forwards orand ~~the~~provisions, ~~entity~~if ~~will~~any. ~~return from liquidation,~~Deferred ortax ~~(b)~~assets ~~a plan for liquidation is imposed by other forces,~~ and ~~the~~liabilities ~~likelihood~~are ismeasured ~~remote~~using ~~that~~ the ~~entity~~enacted ~~will~~tax ~~return~~rates ~~from~~expected ~~liquidation. If a plan for liquidation was specified~~ in ~~an entity's governing documents at its inception (for example, limited-life entities), then liquidation would be imminent only if~~ the ~~approved~~years ~~plan~~of ~~for~~recovery ~~liquidation~~or ~~differs~~reversal ~~from~~and the ~~plan specified at the entity’s~~effect ~~inception.~~from ~~The~~a ~~amendments~~change ~~take~~in ~~effect~~tax ~~for~~rates ~~all~~is ~~entities~~recognized ~~reporting~~in ~~under~~the ~~U.S.~~consolidated ~~GAAP,~~statement ~~except~~of ~~investment~~operations ~~companies~~and ~~that~~comprehensive ~~are~~income ~~regulated under~~in the ~~Investment~~period ~~Company Act~~ of ~~1940~~ enactment. ~~The~~A ~~standard~~valuation allowance is ~~effective~~provided ~~for~~to ~~annual~~reduce ~~reporting~~the ~~periods~~amount ~~beginning~~of ~~after~~deferred ~~December~~tax ~~31, 2013,~~assets ~~and~~if ~~interim~~it ~~reporting periods therein. Early adoption~~ is ~~permitted.~~considered ~~Management~~more ~~does~~likely than not ~~expect~~that ~~the~~some ~~adoption~~portion of, ~~this~~or ~~standard will~~all ~~have~~of ~~a significant effect on~~ the ~~Company’s~~deferred ~~consolidated~~tax ~~financial~~assets ~~position~~will ornot ~~results~~be ~~of operations~~realized.

~~In March~~(l) ~~2013,~~Net ~~the~~earnings ~~FASB~~(loss) ~~issued~~per new accounting guidance clarifying the accounting for the release of cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2013. The Company does not anticipate that the adoption of this standard will have a significant impact on the Company’s financial position, results of operations or cash flows. Management does not expect the adoption of this standard will have a significant effect on the Company’s consolidated financial position or results of operations.share

~~In July~~The ~~2013,~~Company ~~the~~reports ~~FASB issued guidance on the financial statement presentation of an unrecognized tax benefit when a net operating~~earnings (loss) ~~carryforward,~~per ashare ~~similar~~in ~~tax~~accordance ~~loss~~with orFASB aAccounting ~~tax~~Standards ~~credit~~Codification ~~carryforward~~260 “Earnings ~~exists~~per Share” (“ASC 260”). ~~The~~This ~~guidance~~statement requires ~~that~~dual anpresentation ~~unrecognized~~of ~~tax~~basic ~~benefit should~~and bediluted ~~presented~~earnings in(loss) ~~the~~with ~~financial statements as~~ a ~~reduction~~reconciliation toof athe ~~deferred~~numerator and ~~tax~~denominator ~~asset~~of ~~for~~the aearnings ~~net operating~~ (loss) ~~carryforward, a~~per ~~similar~~share ~~tax loss or a tax credit carryforward~~computations. ~~The~~Basic ~~guidance~~earnings ~~further~~per ~~requires~~share ~~that~~amounts ~~when~~are abased ~~net~~on ~~operating~~the ~~loss~~weighted ~~carryforward, a~~average ~~similar~~shares ~~tax~~of ~~loss~~common oroutstanding. aIf ~~tax~~applicable, ~~credit~~diluted ~~carryforward~~earnings isper ~~not~~share ~~available~~assume at the ~~reporting date~~conversion, ~~the~~exercise ~~unrecognized~~or ~~tax~~issuance ~~benefit~~of ~~should~~all ~~be presented~~common instock ~~the~~instruments ~~financial~~such ~~statements~~ as aoptions, ~~liability~~warrants and ~~should~~convertible ~~not~~securities, beunless ~~combined~~the ~~with~~effect ~~deferred tax assets. The new standard~~ is ~~effective for~~to ~~fiscal~~reduce ~~years,~~a ~~and~~loss ~~interim periods within those fiscal years, beginning on~~ or ~~after~~increase ~~December 15,~~earnings per ~~2013~~share. ~~The~~Accordingly, ~~Company does not anticipate that the adoption of~~ this ~~standard~~presentation ~~will~~has ~~have~~been aadopted ~~significant~~for ~~impact on~~ the ~~Company’s~~periods ~~financial position~~presented. ~~Management does~~There ~~not~~were ~~expect~~no ~~the~~adjustments ~~adoption~~required ofto ~~this~~net income ~~standard~~for ~~will~~the ~~have~~periods apresented ~~significant~~in ~~effect on~~ the ~~Company’s~~computation ~~consolidated~~of ~~financial~~diluted ~~position or~~earnings ~~results~~per ~~of operations~~share.

~~As of~~(m) ~~December~~Foreign ~~31,~~currencies ~~2013, there are no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements.~~translation

The reporting currency of the Company is the United States dollar (27“U.S. dollars”). Transactions denominated in currencies other than U.S. dollar are calculated at the average rate for the period. Monetary assets and liabilities denominated in currencies other than U.S. dollar are translated into U.S. dollar at the rates of exchange ruling at the balance sheet date. The resulting exchange differences are recorded in the other comprehensive income/expenses in the consolidated statement of operations and comprehensive income.

~~Table~~The Company’s subsidiaries maintain their books and records in local currency, the Renminbi Yuan (“RMB”), which is functional currency as being the primary currency of ~~Contents~~the economic environment in which their operations are conducted. In general, for consolidation purposes, the Company translates the subsidiaries’ assets and liabilities into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statement of operations is translated at average exchange rates during the reporting period. Adjustments resulting from the translation of the subsidiary’s financial statements are recorded as accumulated other comprehensive income/expenses.

~~China~~(n) ~~Fruits~~Retirement ~~Corporation~~plan costs

~~Notes~~Contributions Toto ~~Consolidated~~retirement schemes ~~Financial~~(which ~~Statements~~are defined contribution plans) are charged to general and administrative expenses in the consolidated statements of income and comprehensive income as and when the related employee service is provided.

~~December~~(o) ~~31,~~Related ~~2013 and 2012~~parties

~~(Stated~~Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in ~~USD)~~making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Material related party transactions have been identified in Note 8 and 14 in the financial statements.

~~3. ACCOUNTS~~(p) ~~RECEIVABLE,~~Fair ~~NET~~value of financial instruments

The ~~majority~~ ~~of the~~ Company’s ~~sales~~follows isparagraph 825-10-50-10 ~~cash~~of onthe ~~delivery,~~FASB orAccounting ~~secured~~Standards byCodification ~~customer~~(“ASC”) ~~deposits.~~for Adisclosures ~~small~~about ~~portion~~fair value of ~~our~~its ~~revenues is~~financial oninstruments ~~open credit terms~~ and inparagraph ~~accordance~~820-10-35-37 ~~with~~of ~~terms~~the ~~specified~~FASB inASC ~~the~~(“Paragraph ~~contracts~~820-10-35-37”) ~~governing~~to measure the ~~relevant~~fair ~~transactions.~~value ~~The~~of ~~Company~~its ~~evaluates~~financial ~~the~~instruments. ~~need~~Paragraph of820-10-35-37 anestablishes ~~allowance~~a framework for ~~doubtful~~measuring ~~accounts~~fair ~~based~~value onin ~~specifically~~U.S. ~~identified~~GAAP, ~~amounts~~and ~~that~~expands ~~management~~disclosures about ~~believes~~fair ~~to be~~value ~~uncollectible~~measurements. IfTo ~~actual~~increase ~~collections~~consistency ~~experience~~and ~~changes,~~comparability ~~revisions~~in tofair ~~the~~value ~~allowance~~measurements ~~may~~and berelated ~~required.~~disclosures, ~~The~~Paragraph 820-10-35-37 ~~Company~~establishes ~~did~~a ~~not~~fair ~~experience significant~~value ~~losses~~hierarchy ~~from~~which ~~uncollectible~~prioritizes ~~accounts in~~ the ~~past;~~inputs ~~accordingly,~~to ~~the~~valuation ~~management~~techniques ~~decided~~used to ~~accrue~~measure ~~one~~fair ~~percent~~value into ofthree ~~the~~broad ~~accounts receivable~~levels. ~~outstanding~~The ~~within~~fair ~~one~~value ~~year~~hierarchy ~~and~~gives athe ~~hundred~~highest ~~percent~~priority ofto ~~the~~quoted ~~accounts~~prices ~~receivable~~(unadjusted) ~~outstanding~~in active markets for identical ~~longer~~assets ~~than~~or ~~one~~liabilities ~~year~~and ~~as bad~~the ~~debt~~lowest ~~allowance~~priority asto unobservable inputs. The three levels of ~~December~~fair ~~31,~~value ~~2013~~hierarchy ~~and~~defined by ~~December~~Paragraph ~~31,~~820-10-35-37 ~~2012,~~are ~~respectively.~~described below:

Accounts Receivable
Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
			12/31/2013			12/31/2012
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Accounts receivable		$	4,116,934		$	498,026
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.
Less: Allowance for bad debt			(41,169	)		(11,714	)
Accounts receivable, net		$	4,075,765		$	486,312

4.The carrying amounts of ~~OTHER~~the ~~RECEIVABLES~~Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

The Company ~~advances~~does ~~money~~not tohave any ~~several~~assets ~~third~~or ~~parties~~liabilities ~~during~~measured ~~business~~at ~~operation.~~fair ~~These~~value ~~receivables~~on ~~bear~~a norecurring ~~interest~~or ~~and~~a ~~due~~non-recurring onbasis. ~~demand~~Consequently, the Company has neither ~~except~~fair ~~otherwise~~value ~~noted.~~adjustments Asfor ofassets and liabilities measured at fair value at December 31, 2014 and 2013 nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and ~~December~~liabilities ~~31,~~still ~~2012,~~held at the ~~Company~~reporting ~~had~~date ~~other~~for ~~receivables~~the offor ~~$141~~the years ended December 31,~~363~~ 2014 and ~~$80~~2013,~~811,~~ respectively.

~~5. ADVANCE~~(q) TOSubsequent ~~SUPPLIERS~~Events

~~As of~~The ~~December~~Company ~~31,~~evaluated for ~~2013~~subsequent ~~and~~events ~~December~~through ~~31, 2012,~~ the ~~Company~~issuance ~~had~~date ~~made advance to suppliers~~ of ~~$2,162,844 and $1,565,386, respectively for~~ the ~~purchases~~Company’s offinancial ~~inventories~~statements.

Advance to Suppliers
		12/31/2013		12/31/2012
Deposit for purchases of tangerines	$	2,152,312	$	1,437,527
Others		10,532		127,859
Advance to Suppliers	$	2,162,844	$	1,565,386

(r)

Recent Accounting Pronouncements

In August 2014, The FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (28Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued and to provide related footnote disclosures.

~~Table~~The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. Management does not expect the adoption of ~~Contents~~this standard will have a significant effect on the Company’s consolidated financial position or results of operations.

~~China Fruits Corporation~~(25)

~~Notes~~Table Toof ~~Consolidated Financial Statements~~Contents

~~December~~3. 31ACCOUNTS RECEIVABLE, ~~2013 and 2012~~NET

~~(Stated~~The Company evaluates the need of an allowance for doubtful accounts based on specifically identified amounts that management believes to be uncollectible. If actual collections experience changes, revisions to the allowance may be required. The Company did not experience significant losses from uncollectible accounts in ~~USD)~~the past; accordingly, the management decided to accrue one percent of the accounts receivable outstanding within one year and a hundred percent of the accounts receivable outstanding for longer than one year as bad debt allowance as of December 31, 2014 and 2013, respectively.

6. INVENTORIES

		12/31/2014		12/31/2013
Accounts receivable	$	14,637,081	$	4,116,934
Less: Allowance for bad debt		(194,754)		(41,169)
Accounts receivable, net	$	14,442,327	$	4,075,765

~~Inventories as~~The ofbad ~~December~~debt ~~31,~~expenses ~~2013~~for ~~and~~the years ended December 31, ~~2012~~2014 ~~consisted~~and of2013 ~~the~~are ~~following:~~153,585 and 11,048, respectively.

		12/31/2013		12/31/2012
Finished goods	$	77,059	$	84,352
Raw materials		1,461,932		16,154
Packing materials		27,454		10,324
Other supplies		111		—
Total	$	1,566,556	$	110,830

OTHER RECEIVABLES

The Company ~~performs~~advances money ~~physical~~to ~~inventory~~several ~~count~~third onparties aduring ~~regular~~business ~~basis~~operation. ~~and~~These ~~instead~~receivables ofbear ~~recording~~no aninterest ~~allowance~~and ~~for~~are ~~spoilage,~~due ~~the~~on ~~spoilage will~~demand beexcept ~~written-off~~otherwise noted. ~~directly~~As toof ~~the~~December ~~income~~31, ~~statement~~2014 ~~when~~and it2013, ~~occurs.~~the ~~The~~Company ~~spoilage~~had ~~rate~~other isreceivables ~~approximately~~of 2%$248,898 ofand ~~average~~$141,363, ~~inventory~~respectively.

75. ~~PREPAID~~ ~~EXPENSES~~ ADVANCE TO SUPPLIERS

As of December 31, ~~2013~~ 2014 and ~~December 31~~2013, ~~2012,~~ the Company had ~~prepayment~~made advance to suppliers of $675,~~862~~894,668 and $242,~~599~~162,844, respectively, ~~consisted~~for the purchases of ~~the following:~~inventories.

		12/31/2013				12/31/2012
		12/31/2014		12/31/2013
Prepaid Rent	$	60,007			$	24,599
Deposit for purchases of tangerines	$	4,232,289	$	2,152,312
Other		7,855				—
Deposit for purchases of other fruits		1,496,924		-
Prepaid expenses	$	67,862			$	24,599
Others		165,455		10,532
	$	5,894,668	$	2,162,844

86. ~~PLANT~~ ~~AND EQUIPMENT, NET~~INVENTORIES

~~Plant and~~Inventories ~~equipment, net~~ as of December 31, ~~2013~~2014 and ~~December~~2013 ~~31, 2012~~ consisted of the following:

12/31/2013			At Cost			Accumulated Depreciation			Net
		12/31/2014		12/31/2013
Buildings		$	3,643,458		$	(703,963	)	$	2,939,496
Purchases	$	37,032	$	77,059
Machinery & equipment			211,471			(42,617	)		168,854
Raw materials		1,779,358		1,461,932
Motor vehicles			146,564			(69,740	)		76,823
Packing materials		273,406		27,454
Office equipment			278,678			(123,509	)		155,169
Other supplies		-		111
Others			38,314			(8,508	)		29,806
	$	2,089,796	$	1,566,556
Total		$	4,318,485		$	(948,337	)	$	3,370,148

12/31/2012		At Cost		Accumulated Depreciation			Net
Buildings	$	3,326,778	$	(529,876	)	$	2,796,902
Machinery & equipment		205,071		(21,391	)		183,680
Motor vehicles		142,128		(36,736	)		105,392
Office equipment		256,905		(87,378	)		169,527
Others		7,313		(5,827	)		1,486
Total	$	3,938,195	$	(681,208	)	$	3,256,987

The Company performs physical inventory count on a regular basis and instead of recording an allowance for spoilage, the spoilage will be written-off directly to the income statement when it occurs. The spoilage rate is approximately 2% of average inventory.

~~9. INTANGIBLE ASSET, NET~~(26)

~~Intangible asset,~~Table ~~net as~~ of ~~December 31, 2013 and December 31, 2012 consisted of the following:~~Contents

	12/31/2013		12/31/2012
Land use right	480,729		443,616
Computer Software	6,972		6,761
Less:accumulated amortization	(156,004	)	(126,440	)
Intangible asset, net	331,697		346,501

PREPAID EXPENSES

~~(29)~~As of December 31, 2014 and 2013, the Company had prepayments of $89,558 and $67,862, respectively, which consisted of the following:

Table of Contents

		12/31/2014		12/31/2013
Prepaid Rent	$	85,192	$	60,007
Other		4,366		7,855
	$	89,558	$	67,862

~~China~~8. ~~Fruits~~RELATED ~~Corporation~~PARTY RECEIVABLES

~~Notes~~As of ToDecember ~~Consolidated~~31, ~~Financial~~2014 ~~Statements~~and 2013, the Company had related party receivables of $1,114,279 and $0, respectively.

December 31, 2013 and 2012

			12/31/2014				12/31/2013
Chen, Quanlong		$	1,114,279			$	—

~~(Stated~~Cash inadvances ~~USD)~~was provided to the Mr. Chen, Quanlong for procurement of inventory, which is a normal business activity. The receivable amount will be settled when inventory is received.

109. ~~NOTE~~ ~~PAYABLE~~INVESTMENT ~~- CURRENT PORTION~~ COMMITMENT

AsOn February 28, 2014, ofChina ~~December~~Fruits 31Corp, ~~2013~~through ~~and~~its ~~December~~wholly 31owned subsidiary, ~~2012~~Taina International Fruits (Beijing) Co., ~~the~~Ltd, ~~Company~~entered ~~had~~into ~~short-term~~an ~~loan~~acquisition agreement with Baojia Guoye Co. Ltd. for the acquisition of ~~$2,479,379~~three ~~and~~retail $1stores in Hangzhou,~~587,024,~~ ~~respectively~~Zhejiang Province, ~~from~~China. ~~various~~The total ~~local~~consideration ~~banks~~of the transaction amounted to $162,906 (RMB 1,000,000). The ~~detailed~~Company ~~terms~~has ~~were~~already ~~set~~fully ~~forth~~paid Baojia Guoye Co. Ltd as ~~follows:~~ of December 31, 2014.

		12/31/2013		12/31/2012
Bank of China, 6.5% annual interest, due on November 17, 2013	$	—	$	1,587,024
Bank of China, 7.0% annual interest, due on July 20, 2014		981,932		—
Bank of China, 7.0% annual interest, due on December 20, 2014		981,932		—
Local Government, zero interest, due on no later than November 30, 2013		515,515		—
	$	2,479,379	$	1,587,024

As of the date of the report, the transaction is still not yet completed because the transfer of business registrations and related licenses has not been completed. Thus, the accounts for these three retail stores are not consolidated.

~~The subsidiary of the Company, Jiangxi Taina Nanfeng Orange Co~~10., ~~Ltd.~~PLANT ~~has~~AND ~~borrowed two loans with the total amount of $1~~EQUIPMENT,~~963,865~~ (RMB 12,000,000) from Bank of China with a 7.8% annual interest rate and due date on June 2, 2014 and December 2, 2014 respectively. And as written in agreement, the lender, Bank of China, requires the borrower, Jiangxi Taina Nanfeng Orange Co., Ltd to secure this loan with collaterals of its land and real estates located in Nanfeng. NET

~~Jiangxi Taina~~Plant ~~Nanfeng~~and ~~Orange Co.~~equipment, net ~~Ltd.~~as ~~has~~of ~~also~~December ~~borrowed~~31, ~~loans~~2014 ~~from~~and ~~local~~2013 ~~government~~consisted ~~with~~of the following ~~provisions~~:

		12/31/2013				12/31/2012
12/31/2014		At Cost		Accumulated Depreciation		Net
Local Government, zero interest, due on no later than November 30, 2012			73,645				71,417
Buildings	$	3,625,642	$	(748,967)	$	2,876,675
Local Government, zero interest, due on no later than November 30, 2013			73,645				71,416
Leasehold Improvement		95,418		(11,927)		83,491
Local Government, zero interest, due on no later than November 30, 2012			184,112				178,540
Machinery & equipment		245,217		(64,256)		180,961
Local Government, zero interest, due on no later than November 30, 2013			184,112				178,540
Motor vehicles		145,893		(90,274)		55,619
			515,515				499,913
Office equipment		308,750		(163,481)		145,269
Others		38,269		(14,199)		24,070
	$	4,459,189	$	(1,093,103)	$	3,366,085

All balances were supposed to be paid by or before November 30, 2013. However, Jiangxi Taina is applying for extension of the repayment date and no repayment were made by December 31, 2013.

12/31/2013		At Cost		Accumulated Depreciation		Net
Buildings	$	3,643,458	$	(703,963)	$	2,939,495
Machinery & equipment		211,471		(42,617)		168,854
Motor vehicles		146,564		(69,740)		76,824
Office equipment		278,678		(123,509)		155,169
Others		38,314		(8,508)		29,806
Total	$	4,318,485	$	(948,337)	$	3,370,148

~~11.~~The ~~CUSTOMER~~depreciation ~~DEPOSIT~~expense for the years ended December 31, 2014 and 2013 are 170,169 and 198,358, respectively.

As of December 31, 2013 and December 31, 2012, the Company had customer deposits of $493,164 and $585,341, respectively, representing payments received for orders not yet shipped or payments from customers for prepaid membership cards. (27)

~~12. DUE~~Table TOof ~~RELATED PARTIES~~Contents

~~As of~~11. ~~December~~INTANGIBLE 31ASSETS, ~~2013 and December 31, 2012, the Company had loan payable to related party of $1,074,031 and $562,431, respectively. These loans bear no interest and are due within one year.~~NET

		12/31/2013		12/31/2012
Due to shareholders	$	435,774	$	305,333
Loan from related party		638,257		—
Related parties:
Turner International Investment Management (Beijing) Co., Ltd.		—		103,157
1) Turner International Fruit Chain Management (Beijing) Co., Ltd.		—		153,941
2) Total	$	1,074,031	$	562,431

Intangible assets, net as of December 31, 2014 and 2013 consisted of the following:

The shareholder paid all necessary overseas consulting and advising fees, lawyer fees, and accounting fees from period to period out of his own personal bank accounts in the United States due to the strict laws and regulations imposed by the Chinese government on out-going foreign currency wire transfers. The amount outstanding as of December 31, 2013 and December 31, 2012 was $435,774 and $305,333 respectively. The balance due to stockholders was not evidenced by a promissory note, but rather is an oral agreement between the shareholder and the Company.

		12/31/2014			12/31/2013
Land use right	$	478,528		$	480,729
Computer Software		6,940			6,972
Less: accumulated amortization		(177,854	)		(156,004	)
	$	307,614		$	331,697

~~During October and November 2013, four related parties issued four promissory notes to the Company amounting to $638,257 (RMB 3,900,000) with a term of one year with an interest rate of 6% per annum~~12. ~~Interest~~SHORT ~~expense~~TERM ~~accrued for the four promissory notes for the year ended December 31, 2013 was $6,285.~~ LOANS

~~13.~~As ~~NOTE~~of ~~PAYABLE~~December 31, 2014 and 2013, the Company had short-term ~~LONG~~loan ~~TERM~~of $4,936,059 and $2,479,379, respectively, from various local banks and local government. The detailed terms were set forth as follows:

Long-term notes payable as of December 31, 2013 and December 31, 2012 consisted of following:

	Remark		12/31/2014		12/31/2013
Bank of China, 7.0% annual interest, due on July 20, 2014	A	$	-	$	981,932
Bank of China, 7.0% annual interest, due on December 20, 2014	A		-		981,932
Local Government, zero interest, due on no later than November 30, 2013 (Applying for waiver)			513,155		515,515
Bank of China, 7.2% annual interest, due on March 18, 2015			187,342		-
Jiangxi Nanfeng Rural Cooperative Bank, 8.0% annual interest, due on January 4, 2015			1,954,875		-
Industrial and Commercial Bank of China, 7.28% annual interest, due on December 10, 2015	B		1,954,875		-
China Merchant Bank, 12.0% annual interest, due on April 15, 2015			325,812		-
		$	4,936,059	$	2,479,379

	12/31/2013		12/31/2012
Local Government, zero interest, due on no later than November 30, 2013		—		499,913
Total	$	—	$	499,913

Remark:

~~14.~~A: ~~GOVERNMENT~~Secured ~~GRANTS~~by collaterals of land and real estates located in Nanfeng, Jiangxi Provicne, China.

~~For~~B: ~~the~~Secured ~~one~~by ~~year~~personal ~~period~~gurantees ~~ended December 31, 2013 and December 31, 2012, the Company received grants and rewards from local government in amount~~ of ~~$409,160 and $1,220,920 respectively. The governmental grants were to encourage the Company~~company’s ~~efforts on modern agricultural development. These grants were interest-free and bear no repayment requirements.~~ management

15Jiangxi Taina Nanfeng Orange Co. ~~NET~~, ~~GAIN/LOSS~~Ltd. ~~PER~~has ~~SHARE~~also borrowed loans from local government with the following provisions:

Basic net gain/loss per share is computed using the weighted average number of the ordinary shares outstanding during the periods.

		12/31/2014		12/31/2013
Local Government, zero interest, due on no later than November 30, 2012	$	73,307	$	73,645
Local Government, zero interest, due on no later than November 30, 2013		73,308		73,645
Local Government, zero interest, due on no later than November 30, 2012		183,270		184,112
Local Government, zero interest, due on no later than November 30, 2013		183,270		184,113
	$	513,155	$	515,515

~~The following~~All ~~table~~balances ~~sets~~were ~~forth~~due on ~~the~~or ~~computation~~before ofNovember ~~basic~~30, ~~net~~2013. ~~gain/loss~~The ~~per~~Company ~~share~~has applied for a waiver from the ~~twelve~~local ~~months~~government ~~ended~~and the application is still in process. Accordingly, no repayment has been made as of December 31, ~~2013~~2014 ~~and 2012,~~since ~~respectively:~~the government did not demand repayment of such loans.

	For the twelve months ended
	12/31/2013		12/31/2012
Net Gain/(Loss)	$	172,907	$	(88,016	)
Net Gain/(Loss) Per Share – Basic		**		**
Weighted Average Number of Shares Outstanding – Basic		49,951,223		49,951,223

13.

CUSTOMER DEPOSIT

**As of December 31, 2014 ~~Less~~and ~~than~~2013, the Company had customer deposits of $0838,553 and $493,164, respectively, representing payments received for orders not yet shipped or payments from customers for prepaid membership cards.01

~~(30)~~14. DUE TO RELATED PARTIES

~~Table~~As of December 31, 2014 and 2013, the Company had loan payable to related party of ~~Contents~~$1,941,527 and $1,074,031, respectively. These loans are due within one year.

China Fruits Corporation

		12/31/2014		12/31/2013
Due to shareholders	$	575,079	$	435,774
Due to Related parties:		1,366,448		638,257
Total	$	1,941,527	$	1,074,031

~~Notes~~The Toshareholders ~~Consolidated~~paid all ~~Financial~~necessary ~~Statements~~overseas consulting and advising fees, lawyer fees, and accounting fees from period to period out of their own personal bank accounts in the United States due to the strict laws and regulations imposed by the Chinese government on out-going foreign currency wire transfers. The amount outstanding as of December 31, 2014 and 2013 was $575,079 and $435,774, respectively.

~~December~~On March 31, ~~2013~~2014, ~~and~~the Company ~~2012~~entered into convertible promissory notes with four shareholders (the holders) with the maximum accumulated principal of USD 600,000, in accordance with the terms of the convertible promissory notes with the interest at 6% per annum without collateral.

~~(Stated~~On inNovember 13, 2014, the Company entered into an additional convertible promissory note with one of the four shareholders with the maximum accumulated principal of USD) 100,000, in accordance with the terms of the convertible promissory notes with the interest at 6% per annum without collateral.

~~16.~~The breakdown of the ~~CONCENTRATION~~four ~~AND~~convertible ~~RISKS~~ promissory notes as of December 31, 2014 were set forth as follows:

(a) For the twelve months ended December 31, 2013, 100% of the Company’s assets were located in the PRC and approximately 11% of the Company’s revenues were derived from customers located in the PRC, other revenues were mainly derived from customers located in Thailand, Dubai and Malaysian.

	Outstanding balance as of 12/31/2014		Maximum accumulated principal set forth in convertible promissory note
Shareholder A	$	143,200	$	150,000
Shareholder B		233,978		250,000
Shareholder C		69,166		100,000
Shareholder D		128,735		200,000
	$	575,079	$	700,000

~~For~~Holders may demand repayment of all amounts loaned to the ~~year~~Company ~~ended~~though ~~December~~the ~~31,~~date ~~2013,~~of ~~major~~its ~~customers~~repayment ~~with~~request ~~their~~upon ~~revenues~~thirty ~~are~~(30) ~~presented~~days aswritten ~~follows:~~notice to the Company after five (5) years from effective date (March 31, 2014).

Customers		Revenue	%
Customer A	$	1,615,489	17	%
Customer B		1,218,894	13	%
Customer C		579,939	6	%
Revenue as of December 31, 2013	$	9,369,901

The Company may, at its option, at any time and from time to time, prepay all or any part of the principal balance of the notes, without penalty or premium, provided that concurrently with each such prepayment the Company shall pay accrued interest on the principal, if any, so prepaid to the date of such prepayment.

~~For~~Upon not less than five (5) days advance written notice of one party hereto to the ~~year~~other ~~ended~~(“Conversion ~~December~~note”), 31at any time or from time to time, ~~2012~~the holders or the Company, ~~major~~at ~~customers~~each’s ~~with~~sole ~~their~~option, ~~revenues~~may ~~are~~convert ~~presented~~the asoutstanding ~~follows:~~principal amount of the Notes, or any portion of the principal amount hereof, and any accrued interest, in whole or in part, into shares of the common stock of the Company. Any amount so converted will be converted into common stock at a conversion price which is equivalent to the previous day’s closing bid price of the day immediately prior to delivery of the Conversion Note (the “Conversion Price”).

Customers		Revenue	%
Customer A	$	406,180	11	%
Customer B		396,503	11	%
Customer C		301,916	9	%
Revenue as of December 31, 2012	$	3,550,674

In the event the Company should at any time after the date hereof do either of the following: i) fix a record date for the effectuation of a split or subdivision of the outstanding common stock of the Company, or ii) grant the holders of the Company common stock a dividend or other distribution payable in additional shares of common stock without the payment of any consideration by such holder for the additional shares of common stock (“Stock Adjustment”), then, as of the record date (or the date of suck Stock Adjustment if no record date is fixed), the conversion price of the notes shall be appropriately adjusted so that the number of shares of common stock issuable upon conversion of the notes shall be adjusted in proportion to such changein the number of outstanding shares in order to insure such Stock Adjustment does not decrease the conversion value of the notes.

~~(b)~~Governing law of the ~~Credit~~notes ~~risk~~shall be the laws of State of Nevada.

~~Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and trade accounts receivable~~15. ~~The~~LONG ~~Company~~TERM ~~performs ongoing credit evaluations of its customers' financial condition, but does not require collateral to support such receivables.~~DEBT

~~17.~~Current ~~COMMITMENT~~portions ~~AND~~of ~~CONTINGENCIES~~long-term debt consisted of the following as of December 31, 2014 and 2013:

The Company rented plant, office, and retailing spaces under a non-cancelable operating lease agreement. On March 3, 2012, the Company entered into a five-year lease agreement for an additional warehouse and logistic space to store, pack and deliver fresh fruits. The lease term is from March 10, 2012 through March 9, 2017, and the total rental payment is approximately $726,920. Accordingly, the remaining three years minimum rental payments for that warehouse required as of January 1, 2014 are as follows:

		12/31/2014		12/31/2013
China Merchant Bank, 7.38% annual interest, due on 3/2/2015	$	94,485	$	—
China Merchant Bank, 7.38% annual interest, due on 6/2/2015		94,485		—
China Merchant Bank, 7.38% annual interest, due on 9/2/2015		94,486		—
China Merchant Bank, 7.38% annual interest, due on 12/2/2015		94,486		—
	$	377,942	$	—

Year ended December 31	Lease payment
2014	$ 145,384
2015	$ 161,538
2016	$ 177,692
Total	$ 484,614

Non-current portions of long-term debt consisted of the following as of December 31, 2014 and 2013:

For year ended December 31, 2013, total rental expense for China Fruits Corporation was $340,979.

		12/31/2014		12/31/2013
China Merchant Bank, 7.38% annual interest, due on 3/2/2016	$	94,486	$	—
China Merchant Bank, 7.38% annual interest, due on 6/2/2016		94,486		—
China Merchant Bank, 7.38% annual interest, due on 9/2/2016		153,131		—
	$	342,103	$	—

On September 3, 2014, Taina International Fruits (31Beijing) Co., Ltd entered into a loan agreement with CITIC Trust Limited in the amount of $814,531 (RMB 5,000,000) with a 7.38% annual interest rate and due date on September 2, 2016. The principal is to be repaid on a quarterly basis. The quarterly repayment is set at $94,486 (RMB 580,000), and any remaining balance will be paid off at its due date on 9/2/2016. On September 4, 2014, CITIC Trust Limited transferred its interest in the ownership of the loan to China Merchant Bank. Any repayment made to the loan will subsequently be paid to China Merchant Bank directly.

~~Table~~This ofloan ~~Contents~~is secured by Beijing Agricultral Financing Gurantee Co. Limited. In connection with this gurantee, the Company used its land and real estates located in Nanfeng, Jiangxi Province, China as collaterials.

~~China~~16. ~~Fruits~~GOVERNMENT ~~Corporation~~GRANTS

~~Notes~~For Tothe ~~Consolidated~~years ~~Financial~~ended ~~Statements~~December 31, 2014 and 2013, the Company received grants and rewards from local government in amount of $278,780 and $409,160, respectively. The governmental grants were to encourage the Company’s efforts on modern agricultural development. These grants were interest-free and bear no repayment requirements.

~~December~~17. ~~31,~~NET ~~2013~~INCOME/(LOSS) ~~and~~PER ~~2012~~SHARE

~~(Stated~~Basic innet ~~USD~~income/(loss) per share is computed using the weighted average number of the ordinary shares outstanding during the periods.

~~18.~~The following table sets forth ~~GOING~~the ~~CONCERN~~computation ~~UNCERTAINTIES~~of basic net income/(loss) per share for the years ended December 31, 2014 and 2013, respectively:

These financial statements have been prepared assuming that Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

	For the year ended
	12/31/2014	12/31/2013
Net Income/(Loss)	$ 1,552,023	$ 166,622
Net Income/(Loss) Per Share – Basic	0.03	**
Net Income/(Loss) Per Share – Fully diluted	0.03	**
Weighted Average Number of Shares Outstanding – Basic	49,951,223	49,951,223
Weighted Average Number of Shares Outstanding – Fully Diluted	55,878,400	51,266,223

~~As of~~** ~~December~~Less ~~31,~~than ~~2013, the Company had retained deficits of~~ $~~1,996,811 and working capital deficit of current liabilities exceeding current assets by $593,276 due to the substantial losses in operation in previous years and default of its senior notes payable~~0. Management has taken certain action and continues to implement changes designed to improve the Company's financial results and operating cash flows. The actions involve certain cost-saving initiatives and growing strategies, including (a) reductions in headcount and corporate overhead expenses; and (b) obtainment of new capital from investors and (c) obtainment of new short-term bank loans to finance their working capital, and long-term loans to fund our capital expenditure projects. Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations through December 31, 2014. As a result, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company's ability to continue as a going concern. 01

1918. ~~2012~~ ~~COMPARATIVE~~CONCENTRATION ~~FIGURES~~AND RISKS

~~The 2012~~(a) ~~comparative~~For ~~figures~~the ~~are~~years ~~from~~ended ~~re-audit~~December 31, of2014 ~~2012~~and by2013, ~~our~~100% ~~firm~~of asthe ~~required~~Company’s byassets ~~SEC~~were aslocated ain ~~result~~the ofPRC. ~~PCAOB~~Approximately ~~revoked~~32% ~~the registration~~ of the ~~previous~~Company’s ~~auditor~~revenues were ~~Lake~~derived &from ~~Associates~~customers ~~CPAs,~~located ~~LLC.~~in ~~whose~~the ~~2012~~PRC ~~audit~~for ~~report~~the ~~was~~year ~~dated~~ended ~~April~~December 1231, ~~2013~~2014 ~~filed~~and ~~with~~approximately 11% of the ~~issuer~~Company’s ~~form~~revenues ~~10-K~~were toderived ~~SEC~~from oncustomers ~~April~~located 15in the PRC for the year ended December 31, 2013.

~~20.~~For the year ended December ~~SUBSEQUENT~~31, ~~EVENTS~~2014, major customers with their revenues are presented as follows:

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statement.

Customers	Revenue		%			Accounts Receivable
Customer A	$	7,586,011		23	%	$	1,519,087
Customer B	$	4,452,674		14	%	$	3,688,563
Customer C	$	3,936,631		12	%	$	2,885,837
Revenue as of December 31, 2014	$	15,975,316

~~(32)~~For the year ended December 31, 2013, major customers with their revenues are presented as follows:

Table of Contents

Customers	Revenue		%			Accounts Receivable
Customer A	$	1,615,489		17	%	$	970,576
Customer B	$	1,218,894		13	%	$	732,304
Customer C	$	579,939		6	%	$	348,424
Revenue as of December 31, 2013	$	9,369,901

~~ITEM 9. CHANGES~~(b) INCredit ~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~risk

~~There~~Financial instruments that potentially ~~have~~subject ~~been~~the noCompany ~~changes~~to insignificant ~~and~~concentrations ~~disagreements~~of ~~with~~credit ~~accountants~~risk onconsist ~~accounting~~principally of cash and trade accounts receivable. The Company performs ongoing credit evaluations of its customers' financial ~~disclosure~~condition, inbut ~~the~~does ~~past~~not ~~two~~require ~~fiscal~~collateral ~~years~~to support such receivables.

~~ITEM 9A(T)~~19. ~~CONTROLS~~ COMMITMENT AND ~~PROCEDURES~~ CONTINGENCIES

~~(a) Conclusions~~The ~~regarding~~Company ~~disclosure~~rented ~~controls~~plant, ~~and~~office, ~~procedures. Disclosure controls~~ and ~~procedures~~retailing ~~are~~spaces ~~the~~under ~~Company’s~~a ~~controls~~non-cancelable ~~and other~~operating ~~procedures~~lease ~~that~~agreement. On ~~are~~March ~~designed~~3, to2012, ~~ensure that information required to be disclosed by~~ the Company inentered ~~the~~into ~~reports~~a ~~that~~five-year ~~the Company~~lease ~~files~~agreement orfor ~~submits~~an ~~under~~additional ~~the~~warehouse ~~Exchange~~and ~~Act~~logistic isspace ~~recorded,~~to ~~processed~~store, ~~summarized~~pack and ~~reported,~~deliver ~~within the time periods specified~~fresh infruits. ~~the~~The ~~Securities~~lease ~~and~~term ~~Exchange~~is ~~Commission’s~~from ~~rules~~March ~~and~~10, ~~forms.~~2012 ~~Disclosure~~through ~~controls~~March ~~and procedures include~~9, ~~without limitation~~2017, ~~controls~~ and ~~procedures designed to ensure that information required to be disclosed by~~ the ~~Company~~total inrental ~~the~~payment ~~reports that it files under the Exchange Act~~ is ~~accumulated~~approximately ~~and communicated to the Company’s management~~$733,078. ~~including its chief executive officer~~Accordingly, the ~~and~~remaining ~~chief~~two ~~financial~~years ~~officer,~~minimum asrental ~~appropriate,~~payments tofor ~~allow~~that ~~timely~~warehouse ~~decisions regarding~~ required ~~disclosure.~~as ~~Management~~of isDecember ~~responsible for~~31, ~~establishing~~2014 ~~and~~are ~~maintaining~~as ~~adequate internal control over financial reporting.~~follows:

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Exchange Act as of December 31, 2013, and, based on their evaluation, as of the end of such period, the our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

Year ended December 31		Lease payment
	2015	$	162,906
	2016		179,197
		$	342,103

~~(b)~~On July ~~Management’s~~25, ~~report~~2014, onthe ~~internal~~Company ~~control~~entered ~~over~~into ~~financial~~a ~~reporting.~~three-year Itlease isagreement ~~management’s~~for ~~responsibilities~~an toadditional ~~establish~~office ~~and maintain adequate internal controls over the Company’s financial reporting~~space. ~~Internal~~The ~~control~~lease ~~over~~term ~~financial reporting~~ is ~~defined~~from inAugust 18, ~~Rule~~2014 ~~13a-15(f)~~through orAugust ~~15d-15(f) promulgated under the Exchange Act as a process designed by~~17, ~~or under the supervision of~~2017, ~~the issuer’s principal executive~~ and ~~principal financial officers and effected by~~ the ~~issuer’s~~total ~~management~~rental ~~and~~payment ~~other~~is ~~personnel~~approximately $2,385,552. ~~to provide reasonable assurance regarding~~ Accordingly, the ~~reliability~~remaining ofthree years ~~financial~~minimum ~~reporting~~rental ~~and~~payments ~~the preparation of financial statements~~ for ~~external~~this ~~purposes~~office inrequired ~~accordance~~as ~~with~~of ~~generally~~December ~~accepted~~31, ~~accounting~~2014 ~~principles~~are ~~and~~as ~~includes those policies and procedures that~~follows:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Year ended December 31		Lease payment
	2015	$	379,688
	2016		406,603
	2017		282,925
		$	1,069,216

~~provide~~For ~~reasonable~~the ~~assurance~~years ~~that~~ended ~~transactions~~December ~~are~~31, ~~recorded~~2014 asand ~~necessary~~2013, tototal ~~permit~~rental ~~preparation~~expense offor ~~financial~~China ~~statements~~Fruits inCorporation ~~accordance~~was ~~with generally~~$389,692 ~~accepted accounting principles~~ and ~~that~~$340,979, ~~receipts and expenditures of the issuer are being made only in accordance with authorizations of management of the issuer; and~~respectively.

~~provide reasonable~~20. ~~assurance~~GOING ~~regarding~~CONCERN ~~prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.~~UNCERTAINTIES

AsThese offinancial ~~the~~statements ~~end~~have ofbeen ~~the~~prepared ~~period~~assuming ~~covered~~that byCompany ~~this~~will ~~Annual~~continue ~~Report~~as ona ~~Form~~going ~~10-K~~concern, anwhich ~~evaluation~~contemplates ~~was carried out under~~ the ~~supervision~~realization of assets and ~~with~~ the ~~participation~~discharge of ~~our~~liabilities ~~management,~~in ~~including~~the ~~our~~normal ~~Chief~~course ~~Executive~~of ~~Officer~~business ~~and~~for ~~Chief Financial Officer, of~~ the ~~effectiveness~~foreseeable ~~of our internal control over financial reporting~~future.

~~Management~~As ~~assessed~~of December 31, 2014, the ~~effectiveness~~Company had accumulated deficits of ~~our~~$451,073 ~~internal~~due ~~control~~to ~~over~~the substantial losses in operation in prior years and default of its notes payable. Management has taken certain action and continues to implement changes designed to improve the Company's financial ~~reporting~~results asand operating cash flows. The actions involve certain cost-saving initiatives and growing strategies, including (a) reductions in headcount and corporate overhead expenses; and (b) obtainment of new capital from investors and (c) obtainment of new short-term bank loans to finance their working capital, and long-term loans to fund our capital expenditure projects. Management believes that these actions will enable the Company to improve future profitability and cash flow in its continuing operations through December 31, ~~2013~~2015. InAs ~~making~~a ~~this assessment~~result, the financial statements do not include any adjustments to reflect ~~management~~the ~~used~~possible future effects on the ~~criteria~~recoverability ~~set~~and ~~forth~~classification byof assets or the ~~Committee~~amounts and classification of ~~Sponsoring~~liabilities that ~~Organizations~~may result from the outcome of the ~~Treadway~~Company's ~~Commission~~ability into ~~Internal~~continue ~~Control-Integrated Framework~~as a going concern.

~~Based on~~21. ~~that~~SUBSEQUENT evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, internal controls over financial reporting were effective as of the end of the period covered by this Annual Report on Form 10-K.EVENTS

~~Because~~In ofaccordance ~~its~~with ~~inherent~~ASC ~~limitations,~~Topic internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions855-10, ~~or that~~ the ~~degree~~Company ofhas ~~compliance~~analyzed ~~with~~its ~~the~~operations ~~policies~~subsequent orto ~~procedures~~December ~~may deteriorate. All internal control systems~~31, no ~~matter~~2014 ~~how well designed, have inherent limitations. Therefore, even those systems determined~~ to bethe ~~effective~~date ~~can~~these ~~provide only~~financial ~~reasonable~~statements ~~assurance~~were ~~with~~issued ~~respect to financial statement preparation~~ and ~~presentation. Because of~~ the ~~inherent~~Company ~~limitations~~has ~~of internal~~identified ~~control,~~the ~~there~~following ~~is a risk that~~ material ~~misstatements~~subsequent ~~may~~event ~~not~~to bedisclose ~~prevented~~in ~~or detected on a timely basis by internal control over financial reporting. However,~~ these ~~inherent limitations are known features of the~~ financial ~~reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.~~statements:

~~This Annual~~a) ~~Report~~On onJanuary ~~Form~~7, ~~10-K~~2015, ~~does~~the ~~not~~Company ~~include~~(“Maker”) anentered ~~attestation~~into ~~report~~a ofdebt ~~our~~purchase ~~registered~~agreement ~~public~~with ~~accounting~~certain ~~firm~~holders ~~regarding~~of ~~internal control~~the ~~over~~convertible ~~financial~~promissory ~~reporting~~notes (“Assignors”). ~~Management’s~~In ~~report~~executing ~~was~~the ~~not~~agreement, ~~subject~~the toassignors ~~attestation~~sold by50% ~~our~~of ~~registered~~the ~~public~~rights ~~accounting firm~~of ~~pursuant~~the toconvertible ~~temporary~~promissory ~~rules~~notes ofin the ~~Securities~~amount ~~and~~of ~~Exchange~~$250,000, ~~Commission~~or ~~that~~$125,000, ~~permit~~to ustwo toassignees ~~provide~~(hereinafter ~~only~~referred ~~management’s~~as ~~report in~~“assignee ~~this~~A” ~~Annual~~and ~~Report~~“assignee onB”) ~~Form~~for ~~10-K~~a cash consideration of $75,000. Both assignees converted the notes into common stocks and the transactions are summarized in the following table:

(c) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last quarter of fiscal 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Assignee A:
Date of conversion		Principal of note converted		Accrued interest of note converted		Conversion price		Common stock issued
	1/27/2015	$	31,250		—	$	0.146		214,041
	2/27/2015	$	31,250	$	222	$	0.1299		242,279

	Assignee B:
	Date of conversion		Principal of note converted		Accrued interest of note converted		Conversion price		Common stock issued
	1/12/2015	$	31,250		—	$	0.146		214,041
	2/27/2015	$	31,250	$	154	$	0.1299		241,755

~~ITEM 9B.~~b) ~~OTHER~~On ~~INFORMATION~~January 12, 2015, one of the holders of the convertible promissory note converted the notes into common stock and the transaction is summarized in the following table:

None.

Shareholder B:
Date of conversion			Principal of note converted		Accrued interest of note converted		Conversion price		Common stock issued
	1	/12/2015	$	233,978	$	11,192	$	0.18		1,362,055

~~(33~~c) On March 27, 2015, the majority of the holders of outstanding shares of the Company consented to the following action:

~~Table~~A combination of ~~Contents~~the shares of common stock of the Company, or reverse stock split, such that each twenty-five (25) shares of common stock into one (1) share of common stock. The action was approved by the Board of Directors on the same day.

~~PART~~The action has been filed with the SEC and is disclosed in the Schedule 14C ~~III~~Information Statement on March 27, 2015.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16~~(A28) ~~OF THE EXCHANGE ACT~~

~~Directors and~~Table ~~Executive~~of ~~Officers~~Contents

~~Our directors~~ITEM ~~are elected at the annual meeting of shareholders and hold office for one year and until their successors are elected and qualified~~9. ~~Our~~CHANGES ~~officers~~IN ~~are~~AND ~~appointed~~DISAGREEMENTS byWITH ~~the~~ACCOUNTANTS ~~Board~~ON ofACCOUNTING ~~Directors~~AND ~~and~~FINANCIAL ~~serve at the pleasure of the Board. We have not entered into any employment agreements with our executive officers.~~DISCLOSURE

Name	Age	Position	Date to Start
Chen, Quan Long	54	President, Chief Executive Officer and Chairman	June 1, 2006
Li, Ze	31	Chief Financial Officer	September 1, 2011

There have been no changes in and disagreements with accountants on accounting and financial disclosure in the past two fiscal years.

~~Chen, Quan~~ITEM ~~Long~~9A(T). ~~- President,~~CONTROLS ~~Chief~~AND ~~Executive~~PROCEDURES ~~Officer and Chairman~~

Mr(a) Conclusions regarding disclosure controls and procedures. Disclosure controls and procedures are the Company’s ~~Chen,~~controls ~~Quan~~and ~~Long,~~other ~~aged~~procedures ~~54,~~that ~~obtained~~are adesigned ~~Master~~to ofensure ~~Business~~that ~~Administration~~information ~~degree~~required atto ~~Beijing~~be ~~University.~~disclosed ~~His~~by ~~prior~~the ~~work~~Company ~~experience~~in the reports isthat ~~primarily~~the inCompany ~~corporate.~~files Heor ~~was~~submits ~~chairman~~under ofthe ~~Fei~~Exchange ~~Huan~~Act ~~Group~~is recorded, aprocessed, ~~corporation~~summarized ~~organized~~ and ~~existing~~reported, ~~under~~within the ~~laws~~time ofperiods specified in the ~~Peoples' Republic~~Securities ofand ~~China~~Exchange ~~("Fei~~Commission’s ~~Huan~~rules ~~Group")~~and forms. Disclosure controls and procedures include, ~~from~~without limitation, ~~October~~controls ~~1988~~and procedures designed to ~~December~~ensure ~~2001.~~that ~~Since~~information ~~January~~required ~~2002,~~to hebe ~~was~~disclosed ~~Chairman~~by ofthe ~~Fei Huan~~Company ~~Wine,~~in ~~Inc.,~~the anreports that ~~affiliate~~it offiles ~~Fei~~under ~~Huan~~the ~~Group.~~Exchange ~~Mr.~~Act ~~Chen’s~~is ~~duties~~accumulated ~~with~~and ~~Fei~~communicated ~~Huan~~to ~~Group~~the ~~included~~Company’s management, ofincluding ~~their~~its ~~beverage~~chief executive ~~processing~~officer and ~~distribution.~~chief Mrfinancial officer, as appropriate, to allow timely decisions regarding required disclosure. ~~Chen~~Management is aresponsible for ~~member~~establishing ofand ~~the~~maintaining ~~Chinese~~adequate ~~Entrepreneurial~~internal ~~Association~~control over financial reporting.

LiUnder the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation Zeof our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) ~~Chief~~promulgated ~~Financial~~under ~~Officer~~the Exchange Act as of December 31, 2014, and, based on their evaluation, as of the end of such period, the our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

~~Mr. Li,~~(b) ~~Ze,~~Management’s ~~aged~~report ~~31,~~on ~~received~~internal ~~his~~control ~~bachelor~~over ~~degree~~financial inreporting. ~~business~~It ~~administration~~is ~~from~~management’s ~~Northern~~responsibilities ~~Industrial~~to ~~University,~~establish ~~major~~and inmaintain ~~Accounting. From~~adequate ~~July~~internal ~~2006~~controls ~~through~~over ~~March~~the ~~2009,~~Company’s Mrfinancial reporting. LiInternal ~~worked~~control asover ~~accountant~~financial inreporting ~~Beijing~~is ~~Agricultural,~~defined ~~Industrial~~in &Rule ~~Commercial~~13a-15(f) ~~Trading~~or ~~Company. Prior~~15d-15(f) topromulgated under the ~~appointment~~Exchange Act as ~~our~~a ~~Chief~~process ~~Financial~~designed ~~Officer~~by, ~~Mr.~~or Liunder ~~has~~the ~~worked~~supervision asof, ~~senior~~the ~~accountant,~~issuer’s ~~assistant~~principal ~~manager,~~executive and ~~manager of~~principal ~~Accounting~~financial ~~Department~~officers inand ~~Tai~~effected Naby ~~International~~the ~~Fruits~~issuer’s ~~(Beijing)~~management ~~Co.~~and ~~Ltd.~~other ~~since~~personnel, ~~June~~to ~~2009.~~provide ~~Mr.~~reasonable Liassurance ~~has~~regarding ~~systematic~~the ~~knowledge~~reliability ~~about accounting~~of financial reporting and ~~finance.~~the Hepreparation isof ~~experienced~~financial instatements ~~accounting~~for ~~regulations,~~external ~~rules~~purposes ~~and~~in ~~policies,~~accordance ~~sophisticated~~with ingenerally ~~taxation,~~accepted ~~corporate finance~~accounting principles and ~~internal~~includes ~~control~~those ~~system.~~policies and procedures that:

~~Family~~pertain to the maintenance of records ~~Relationships.~~that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
~~None.~~provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management of the issuer; and
~~Legal~~provide reasonable assurance regarding ~~Proceedings~~prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

No As of the end of the period ~~officer,~~covered ~~director~~by this Annual Report on Form 10-K, oran ~~persons~~evaluation ~~nominated~~was ~~for~~carried ~~such~~out ~~positions~~under the supervision and nowith ~~promoter~~the orparticipation ~~significant~~of our ~~employee~~management, ~~has~~including ~~been~~our ~~involved~~Chief inExecutive ~~legal proceedings~~Officer ~~that~~and ~~would~~Chief beFinancial ~~material~~Officer, toof anthe ~~evaluation~~effectiveness of our ~~management~~internal control over financial reporting.

~~Audit~~Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

~~We do~~Based ~~not~~on ~~have~~that ~~a separately designated standing audit committee. Pursuant to Section 3(a)(58)(B) of the Exchange Act~~evaluation, ~~the entire~~ ~~Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes, and audits of~~ our ~~financial~~Chief ~~statements.~~Executive ~~The~~Officer ~~Commission recently adopted new regulations relating to audit committee composition~~ and ~~functions,~~Chief ~~including~~Financial ~~disclosure~~Officer ~~requirements~~have ~~relating~~concluded ~~to the presence of an "audit committee financial expert" serving on its audit committee. In connection with these new requirements~~that, ~~our~~as ~~Board~~ of ~~Directors examined~~ the ~~Commission's~~end ~~definition~~ of ~~"audit committee financial expert" and concluded that we do not currently have a person that qualifies as~~ such ~~an expert. We have had minimal operations for the past two (2) years. Presently~~period, ~~there~~internal ~~are~~controls ~~only four (4) directors serving on our~~over ~~Board, and us are not in a position at this time to attract, retain and compensate additional directors in order to acquire a director who qualifies as an "audit committee~~ financial ~~expert",~~reporting ~~but~~were weeffective ~~intend to retain an additional director who will qualify~~ as ~~such an expert, as soon as reasonably practicable. While neither~~ of ~~our current directors meets~~ the ~~qualifications of~~end ~~an "audit committee financial expert", each~~ of our directors, by virtue of his past employment experience, has considerable knowledge of financial statements, finance, and accounting, and has significant employment experience involving financial oversight responsibilities. Accordingly, we believe that our current directors capably fulfill the ~~duties~~period ~~and~~covered ~~responsibilities~~by ofthis anAnnual ~~audit committee~~Report inon ~~the~~Form ~~absence of such an expert~~10-K.

~~Code~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of ~~Ethics~~any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~We have~~This ~~adopted~~Annual aReport ~~code~~on ofForm 10-K ~~ethic~~does ~~(the~~not ~~"Code~~include an attestation report of ~~Ethics")~~our ~~that~~registered ~~applies~~public toaccounting ~~our~~firm ~~principal~~regarding ~~chief~~internal ~~executive~~control ~~officer,~~over ~~principal~~ financial reporting. ~~officer,~~Management’s ~~principal~~report ~~accounting~~was ~~officer~~not orsubject ~~controller,~~to orattestation ~~persons~~by ~~performing~~our ~~similar~~registered ~~functions.~~public ~~The~~accounting ~~Code~~firm ofpursuant ~~Ethics~~to istemporary ~~being~~rules ~~designed~~of ~~with~~ the ~~intent~~Securities toand ~~deter~~Exchange ~~wrongdoing,~~Commission ~~and~~that permit us to ~~promote~~provide ~~the~~only ~~following:~~management’s report in this Annual Report on Form 10-K.

•(c) ~~Honest~~Changes ~~and~~in ~~ethical~~internal ~~conduct,~~control ~~including~~over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the ~~ethical~~evaluation ~~handling~~required by paragraph (d) of ~~actual~~Exchange Act Rules 13a-15 or ~~apparent~~15d-15 ~~conflicts~~that occurred during our last quarter of ~~interest~~fiscal ~~between~~2013 ~~personal~~that ~~and~~have ~~professional~~materially ~~relationships~~affected, or are reasonably likely to materially affect, our internal control over financial reporting.

•ITEM ~~Full,~~9B. ~~fair,~~OTHER accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuerINFORMATION

~~• Compliance with applicable governmental laws, rules and regulations~~None.

~~The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code~~(29)

~~• Accountability~~Table ~~for~~of ~~adherence to the code~~Contents

~~Section 16(a)~~PART ~~Beneficial Ownership Reporting Compliance~~III

~~Under Section~~ITEM ~~16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than~~ 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. ~~Specific due dates for these reports have been established~~DIRECTORS, ~~and~~EXECUTIVE ~~we are required to report~~OFFICERS, in ~~this~~PROMOTERS ~~Form~~AND ~~10-K,~~CONTROL ~~any~~PERSONS; ~~failure~~COMPLIANCE toWITH ~~comply~~SECTION therewith during the fiscal year ended December 2013. We believe that all of these filing requirements were satisfied by our executive officers, directors and by the beneficial owners of more than 10% of our common stock. In making this statement, hawse have relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 16(~~Annual Statement of Changes in Beneficial Ownership~~A) ~~was~~OF ~~required~~THE toEXCHANGE ~~be filed under applicable rules of the Commission.~~ACT

~~(34)~~Directors and Executive Officers

~~Table~~Our directors hold office for one year after election and until their successors are elected and qualified. Our officers are appointed by the Board of ~~Contents~~Directors and serve at the pleasure of the Board. We have not entered into any employment agreements with our executive officers.

ITEM 11. EXECUTIVE COMPENSATION

Name	Age	Position	Date to Start
Chen, Quan Long	55	President, Chief Executive Officer and Chairman	June 1, 2006
Li, Ze	32	Chief Financial Officer	September 1, 2011

~~The following~~Chen, ~~table~~Quan ~~sets~~Long ~~forth certain information regarding the annual and long~~-~~term compensation for services in all capacities to us for the prior fiscal years ended December 31~~ President, ~~2013,~~Chief ~~2012~~Executive ~~and 2011, of those persons who were either the chief executive~~Officer ~~officer during the last completed fiscal year or any other compensated executive officers as of the end of the last completed fiscal year,~~ and ~~whose compensation exceeded $100,000 for those fiscal periods.~~Chairman

SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Chen, Quan Long President, CEO & Chairman	2013	$13,570		0	0	0	0	0	$13,570
	2012	$8,559	0	0	0	0	0	0	$8,559
	2011	$7,260	0	0	0	0	0	0	$7,260
Li, Ze Chief Financial Officer	2013	$7,754	0	0	0	0	0	0	$7,754
	2012	$7,608	0	0	0	0	0	0	$7,608
	2011	$6,355	0	0	0	0	0	0	$6,355

Mr. Chen, Quan Long, aged 55, obtained a Master of Business Administration degree at Beijing University. His prior work experience is primarily in corporate. He was chairman of Fei Huan Group, a corporation organized and existing under the laws of the Peoples' Republic of China ("Fei Huan Group"), from October 1988 to December 2001. Since January 2002, he was Chairman of Fei Huan Wine, Inc., an affiliate of Fei Huan Group. Mr. Chen’s duties with Fei Huan Group included management of their beverage processing and distribution. Mr. Chen is a member of the Chinese Entrepreneurial Association.

~~We have not entered into any other employment agreements with our employees~~Li, ~~Officers~~Ze or- ~~Directors.~~Chief WeFinancial ~~have no standard arrangements to compensate our directors for their services to us.~~Officer

~~Stock~~Mr. Li, Ze, aged 32, received his bachelor ~~Option~~degree ~~Plan~~in business administration from Northern Industrial University, major in Accounting. From July 2006 through March 2009, Mr. Li worked as accountant in Beijing Agricultural, Industrial & Commercial Trading Company. Prior to the appointment as our Chief Financial Officer, Mr. Li has worked as senior accountant, assistant manager, and manager of Accounting Department in Tai Na International Fruits (Beijing) Co. Ltd. since June 2009. Mr. Li has systematic knowledge about accounting and finance. He is experienced in accounting regulations, rules and policies, sophisticated in taxation, corporate finance and internal control system.

~~We have~~Family ~~not implemented a stock option plan at this time and since inception, have issued no stock options, SARs or other compensation~~Relationships. ~~We may decide, at a later date, and reserve the right to, initiate such a plan as deemed necessary by the Board.~~

~~(35)~~None.

~~Table~~Legal ~~of Contents~~Proceedings.

~~ITEM~~No officer, director, or persons nominated for such positions ~~12.~~and ~~SECURITY~~no ~~OWNERSHIP~~promoter OFor ~~CERTAIN~~significant ~~BENEFICIAL~~employee ~~OWNERS~~has ~~AND~~been ~~MANAGEMENT~~involved ~~AND~~in ~~RELATED~~legal ~~STOCK~~proceedings ~~HOLDER~~that ~~MATTERS.~~would be material to an evaluation of our management.

~~As of~~Audit March 25, 2014, we had 3,634 stockholders of record and 49,951,223 shares of our Common Stock, 13,150 shares of our Series A Preferred Stock and 12,100,000 Series B Preferred Stock issued and outstanding. The following table sets forth as of March 25, 2014, certain information with respect to the beneficial ownership of Common Stock by (i) each of our Director, nominee and executive officer; (i) each person who owns beneficially more than 5% of the common stock; and (iii) all Directors, nominees and executive officers as a group. The percentage of shares beneficially owned is based on there having been 49,951,223 shares of our Common Stock, 13,150 shares of our Series A Preferred Stock and 12,100,000 Series B Preferred Stock issued and outstanding as of March 25, 2014.Committee

~~OFFICERS~~We do not have a separately designated standing audit committee. Pursuant to Section 3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit committee ~~DIRECTORS~~for ~~AND~~the ~~BENEFICIAL~~purpose ~~OWNERS~~of overseeing the accounting and financial reporting processes, ASand OFaudits ~~MARCH~~of 25our financial statements. The Commission recently adopted new regulations relating to audit committee composition and functions, ~~2014~~including disclosure requirements relating to the presence of an "audit committee financial expert" serving on its audit committee. In connection with these new requirements, our Board of Directors examined the Commission's definition of "audit committee financial expert" and concluded that we do not currently have a person that qualifies as such an expert. We have had minimal operations for the past two (2) years. Presently, there is one (1) director serving on our Board, and we are not in a position at this time to attract, retain and compensate additional directors in order to acquire a director who qualifies as an "audit committee financial expert", but we intend to retain an additional director who will qualify as such an expert, as soon as reasonably practicable. While our current director does not meet the qualifications of an "audit committee financial expert", our director does, by virtue of his past employment experience, have considerable knowledge of financial statements, finance, and accounting, and has significant employment experience involving financial oversight responsibilities. Accordingly, we believe that our current director capably fulfills the duties and responsibilities of an audit committee in the absence of such an expert.

Title of Class	Name & Address of Beneficial Owner(1)	Amount & Nature of Beneficial Owner	% of Class(2)
Series A Preferred Stock, $.001 par value	Chen, Quan Long Room 503, Building 53, QianXi District, DaDao Road, NanFeng County, JiangXi, P.R.China 344500	13,150	100%
Series A Preferred Stock, $.001 par value	All directors and executive officers as a group (one person)	13,150	100%
Series B Preferred Stock, $.001 par value	Chen, Quan Long Room 503, Building 53, QianXi District, DaDao Road, NanFeng County, JiangXi, P.R.China 344500	12,100,000	100%
Series B Preferred Stock, $.001 par value	All directors and executive officers as a group (one person)	12,100,000	100%
Common Stock, $.001 par value	Huang, Chun Feng 1 Chen Qiang Rd, Qin Cheng Town NanFeng County, JiangXi P.R.China	3,612,715	7.23%
Common Stock, $.001 par value	Tan, Mei 3 Lv You Gang, Qin Cheng Town NanFeng County, JiangXi P.R.China	4,580,815	9.17%
Common Stock, $.001 par value	Chen, Quan Long Room 503, Building 53, QianXi District, DaDao Road, NanFeng County, JiangXi, P.R.China 344500	665,416	1.33%
Common Stock $.001 par value	All directors and executive officers as a group (one person)	665,416	1.33%

Code of Ethics

** RepresentsWe have adopted a code of ethic (the ~~less~~"Code ~~than~~of 1%Ethics") that applies to our principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is being designed with the intent to deter wrongdoing, and to promote the following:

~~(1) Unless stated~~• ~~otherwise~~Honest and ethical conduct, including the ~~business~~ethical ~~address~~handling ~~for~~of ~~each~~actual ~~person~~or ~~named~~apparent isconflicts ~~c/o~~of ~~China~~interest ~~Fruits~~between ~~Corp.~~personal and professional relationships

~~(2) Calculated pursuant~~• toFull, ~~Rule~~fair, ~~13d-3(d)~~accurate, ~~(1)~~timely ofand ~~the~~understandable ~~Securities~~disclosure ~~Exchange~~in ~~Act~~reports ofand ~~1934.~~documents ~~Under~~that ~~Rule~~a ~~13d-3(d),~~small ~~shares~~business ~~not~~issuer ~~outstanding~~files ~~which are subject to options~~with, ~~warrants, rights~~ or ~~conversion~~submits ~~privileges~~to, ~~exercisable~~the ~~within~~Commission 60and ~~days~~in ~~are~~other ~~deemed~~public ~~outstanding~~communications ~~for~~made by the ~~purpose~~small ofbusiness ~~calculating the~~issuer ~~number~~• ~~and~~Compliance ~~percentage~~with ~~owned~~applicable bygovernmental ~~a person~~laws, ~~but~~rules ~~not~~and ~~deemed~~regulations ~~outstanding~~The ~~for~~prompt ~~the~~internal ~~purpose~~reporting of ~~calculating~~violations of the ~~percentage~~code ~~owned~~to ~~by each~~an ~~other~~appropriate person ~~listed. We believe that each individual~~ or ~~entity~~persons ~~named~~identified ~~has~~in ~~sole investment and voting power with respect to~~ the ~~shares~~code of• ~~common~~Accountability ~~stock~~for ~~indicated~~adherence ~~as beneficially owned by them (subject~~ to ~~community~~the ~~property laws where applicable) and except where otherwise noted.~~code

~~Changes in~~Section ~~Control~~16(a) Beneficial Ownership Reporting Compliance

~~None~~Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and we are required to report, in this Form 10-K, any failure to comply therewith during the fiscal year ended December 2014. [We believe that all of these filing requirements were satisfied by our executive officers, sole director and by the beneficial owners of more than 10% of our common stock.] In making this statement, have have relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

(3630)

Table of Contents

ITEM 13 11. ~~CERTAIN~~ ~~RELATIONSHIPS~~EXECUTIVE ~~AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~COMPENSATION

~~None~~The following table sets forth certain information regarding the annual and long-term compensation for services in all capacities to us for the prior fiscal years ended December 31, 2014, 2013, and 2012, of those persons who were either the chief executive officer during the last completed fiscal year or any other compensated executive officers as of the end of the last completed fiscal year, and whose compensation exceeded $100,000 for those fiscal periods.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

SUMMARY COMPENSATION TABLE

Name and principal position

(a)

Year

(b)

Salary ($)

(c)

Bonus ($)

(d)

Stock Awards ($)

(e)

Option Awards ($)

(f)

Non-Equity Incentive Plan Compensation ($)

(g)

Nonqualified Deferred Compensation Earnings ($)

(h)

All Other Compensation ($)

(i)

Total ($)

(j)

Chen, Quan Long

President, CEO & Chairman

2014

$13,678

2013

$13,570

2012

$8,559

Li, Ze

Chief Financial Officer

2014

$7,816

2013

$7,754

2012

$7,608

~~Fees~~We have not entered into any other employment ~~Billed~~agreements ~~For~~with ~~Audit~~our ~~and~~employees, ~~Non-Audit~~Officers ~~Services~~or Directors. We have no standard arrangements to compensate our directors for their services to us.

~~The following~~Stock ~~table~~Option represents the aggregate fees billed for professional audit services rendered to the independent auditor, WWC, P.C. (“WWC”), for our audit of the annual financial statements for the years ended December 31, 2013 and 2012. Audit fees and other fees of auditors are listed as follows:Plan

Year Ended December 31	2013(2)	2012 (3)
Audit Fees (1)	$ 42,000	$ 27,000
Audit-Related Fees (4)	--	--
Tax Fees (5)	--	--
All Other Fees (6)	--	--
Total Accounting Fees and Services	$ 42,000	$ 27,000

We have not implemented a stock option plan at this time and since inception, have issued no stock options, SARs or other compensation. We may decide, at a later date, and reserve the right to, initiate such a plan as deemed necessary by the Board.

(131) Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in our filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.

~~(2)~~Table ~~The amounts shown in 2013 relate to (i) the audit~~ of ~~our annual financial statements for the fiscal year ended December 31, 2013, and (ii) the review of the financial statements included in our filings on Form 10-Q for the quarters of 2014.~~Contents

~~(3)~~ITEM ~~The~~12. ~~amounts~~SECURITY ~~shown~~OWNERSHIP inOF ~~2012~~CERTAIN ~~relate~~BENEFICIAL toOWNERS ~~(i)~~AND ~~the~~MANAGEMENT ~~re-audit~~AND ofRELATED ~~our~~STOCK ~~annual~~HOLDER ~~financial statements for the fiscal year ended December 31, 2012~~MATTERS.

~~(4)~~As ~~Audit-Related~~of ~~Fees.~~April ~~These~~15, ~~are~~2015, ~~fees~~we ~~for~~had ~~the~~3,624 ~~assurance~~stockholders of record and ~~related~~52,225,394 ~~services~~shares ~~reasonably~~of ~~related~~our Common Stock, 13,150 shares of our Series A Preferred Stock and 12,100,000 Series B Preferred Stock issued and outstanding. The following table sets forth as of April 15, 2015, certain information with respect to the ~~performance~~beneficial ownership of ~~the~~Common ~~audit~~Stock orby (i) each of our Director, nominee and executive officer; (i) each person who owns beneficially more than 5% of the ~~review~~common stock; and (iii) all Directors, nominees and executive officers as a group. The percentage of shares beneficially owned is based on there having been 52,225,394 shares of our ~~financial~~Common ~~statements~~Stock, 13,150 shares of our Series A Preferred Stock and 12,100,000 Series B Preferred Stock issued and outstanding as of April 15, 2015.

~~(5)~~OFFICERS, ~~Tax~~DIRECTORS ~~Fees.~~AND ~~These~~BENEFICIAL ~~are~~OWNERS, AS ~~fees~~OF ~~for~~APRIL ~~professional services with respect to tax compliance~~15, ~~tax advice, and tax planning.~~2015

(6) All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

Title of Class	Name & Address of Beneficial Owner⁽¹⁾	Amount & Nature of Beneficial Owner	% of Class⁽²⁾

Series A Preferred Stock, $.001 par value	Chen, Quan Long Room 503, Building 53, QianXi District, DaDao Road, NanFeng County, JiangXi, P.R.China 344500	13,150	100%
Series A Preferred Stock, $.001 par value	All directors and executive officers as a group (one person)	13,150	100%

Series B Preferred Stock, $.001 par value	Chen, Quan Long Room 503, Building 53, QianXi District, DaDao Road, NanFeng County, JiangXi, P.R.China 344500	12,100,000	100%
Series B Preferred Stock, $.001 par value	All directors and executive officers as a group (one person)	12,100,000	100%

Common Stock, $.001 par value	Huang, Chun Feng 1 Chen Qiang Rd, Qin Cheng Town NanFeng County, JiangXi P.R.China	2,606,021	5.00%
Common Stock, $.001 par value	Tan, Mei 3 Lv You Gang, Qin Cheng Town NanFeng County, JiangXi P.R.China	2,945,815	5.64%
Common Stock, $.001 par value	Chen, Quan Long 1 ChengQiang Road, QinCheng Town, NanFeng County, JiangXi, P.R.China 344500	3,880,015	7.43%

Common Stock $.001 par value	All directors and executive officers as a group (one person)	3,880,015	7.43%

~~Pre-Approval~~(1) Unless stated otherwise, ~~Policy~~the business address for ~~Audit~~each ~~and~~person ~~Non-Audit~~named ~~Services~~is c/o China Fruits Corp.

We(2) Calculated pursuant to doRule 13d-3(d) (1) of the Securities Exchange Act of 1934. Under Rule 13d-3(d), shares not ~~have~~outstanding awhich ~~standing~~are ~~audit~~subject ~~committee~~to options, warrants, ~~and~~rights ~~the~~or ~~full~~conversion ~~Board~~privileges ~~performs~~exercisable ~~all~~within ~~functions~~60 ofdays anare ~~audit~~deemed ~~committee,~~outstanding ~~including~~for the ~~pre-approval~~ purpose of ~~all~~calculating ~~audit~~the number and ~~non-audit~~percentage ~~services~~owned ~~before~~by wea ~~engage~~person, anbut ~~accountant.~~not ~~All~~deemed ofoutstanding for the ~~services~~purpose ~~rendered~~of tocalculating usthe percentage owned by ~~WWC,~~each other Pperson listed.C. ~~were~~We ~~pre-approved~~believe that each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by ~~our~~them ~~Board~~(subject ofto ~~Directors~~community property laws where applicable) and except where otherwise noted.

~~We are~~Changes presently working with its legal counsel to establish formal pre-approval policies and procedures for future engagements of our accountants. The new policies and procedures will be detailed as to the particular service, will require that the Board or an audit committee thereof be informed of each service, and will prohibit the delegation of pre-approval responsibilities to management. It is currently anticipated that our new policy will provide (i) for an annual pre-approval, by the Board or audit committee, of all audit, audit-related and non-audit services proposed to be rendered by the independent auditor for the fiscal year, as specifically described in the auditor's engagement letter, and (ii) that additional engagements of the auditor, which were not approved in the annual pre-approval process, and engagements that are anticipated to exceed previously approved thresholds, will be presented on a case-by-case basis, by the President or Controller, for pre-approval by the Board or audit committee, before management engages the auditors for any such purposes. The new policy and procedures may authorize the Board or audit committee to delegate, to one or more of its members, the authority to pre-approve certain permitted services, provided that the estimated fee for any such service does not exceed a specified dollar amount (to be determined). All pre-approvals shall be contingent on a finding, by the Board, audit committee, or delegate, as the case may be, that the provision of the proposed services is compatible with the maintenance of the auditor's independence in the conduct of its auditing functions. In no event shall any non-audit related service be approved that would result in the independent auditor no longer being considered independent under the applicable rules and regulations of the Securities and Exchange Commission.Control

~~(a) On December 31, 2013, our Chief Executive Officer and Chief Financial Officer made an evaluation of our disclosure controls and procedures~~None. In our opinion, the disclosure controls and procedures are adequate because the systems of controls and procedures are designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows for the respective periods being presented. Moreover, the evaluation did not reveal any significant deficiencies or material weaknesses in our disclosure controls and procedures.

(b32) ~~There have been no significant changes in our internal controls or in other factors that could significantly affect these controls since the last evaluation.~~

~~(37)~~Table of Contents

~~PART~~On January 12, 2015, the Board of Directors IVof the Company approved to issue 1,362,055 shares of the Company’s common stock to settle out a note payable currently due Mr. Quanlong Chen, President and Chief Executive Officer of the Company, in amount of $245,170, consisting of $233,978 in principal and $11,192 in accrued interests as of January 12, 2015.

ITEM 15 14. ~~EXHIBITS,~~PRINCIPAL ~~FINANCIAL~~ACCOUNTING ~~STATEMENT~~FEES ~~SCHEDULES~~AND SERVICES

~~(a)~~Fees ~~Financial~~Billed ~~Statements~~For Audit and Non-Audit Services

1. The following table represents the aggregate fees billed for professional audit services rendered to the independent auditor, WWC, P.C. (“WWC”), for our audit of the annual financial statements offor ~~China~~the ~~Fruits~~years ~~Corp~~ended December 31, 2014 and 2013. ~~are~~Audit ~~included~~fees inand ~~Part~~other ~~II,~~fees ~~Item~~of 8auditors are listed as follows:

Report of Independent Registered Public Accounting Firm Balance Sheet at December 31, 2013

Year Ended December 31	2014⁽²⁾	2013⁽³⁾

Audit Fees ⁽¹⁾	$ 61,500	$ 42,000
Audit-Related Fees ⁽⁴⁾	--	--
Tax Fees ⁽⁵⁾	--	--
All Other Fees ⁽⁶⁾	--	--
Total Accounting Fees and Services	$ 61,500	$ 42,000

~~Statements~~ (1) Audit Fees. These are fees for professional services for the audit of ~~Operations~~our -annual financial statements, and for the ~~years~~review ~~ended~~of ~~December~~the 31financial statements included in our filings on Form 10-Q, ~~2013~~and for services that are normally provided in connection with statutory and ~~2012~~regulatory filings or engagements.

~~Statements~~ (2) The amounts shown in 2014 relate to (i) the audit of ~~Cash~~our ~~Flows~~annual -financial statements for the ~~years~~fiscal year ended December 31, ~~2013~~20134, and ~~2012~~(ii) the review of the financial statements included in our filings on Form 10-Q for the quarters of 2014.

~~Statements~~ (3) The amounts shown in 2013 relate to (i) the audit of ~~Stockholders’~~our ~~Equity~~annual -financial statements for the ~~years~~fiscal year ended December 31, 2013, and ~~2012~~(ii) the review of the financial statements included in our filings on Form 10-Q for the quarters of 2013.

~~Notes~~ (4) Audit-Related Fees. These are fees for the assurance and related services reasonably related to ~~Financial~~the ~~Statements~~ performance of the audit or the review of our financial statements.

2(5) Tax Fees. ~~Exhibits~~ These are fees for professional services with respect to tax compliance, tax advice, and tax planning.

14(6) All Other Fees.~~1 Code~~ These are fees for permissible work that does not fall within any of ~~Ethics~~the *other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

~~31.1. Rule 13a~~Pre-~~14(a)/15d-14(a)~~Approval ~~Certifications~~Policy offor ~~Chief~~Audit ~~Executive~~and ~~Officer~~Non-Audit Services

~~31.2. Rule~~We do not have a standing audit committee, ~~13a~~and the full Board performs all functions of an audit committee, including the pre-~~14(a)/15d~~approval of all audit and non-~~14(a)~~audit ~~Certifications~~services before we engage an accountant. All of ~~Chief~~the ~~Financial Officer~~services rendered to us by WWC, P.C. were pre-approved by our Board of Directors.

32We are presently working with its legal counsel to establish formal pre-approval policies and procedures for future engagements of our accountants.1 The new policies and procedures will be detailed as to the particular service, will require that the Board or an audit committee thereof be informed of each service, and will prohibit the delegation of pre-approval responsibilities to management. ~~Section~~ It is currently anticipated that ~~1350~~our ~~Certifications~~new policy will provide (i) for an annual pre-approval, by the Board or audit committee, of ~~Chief~~all ~~Executive~~audit, ~~Officer~~audit-related and non-audit services proposed to be rendered by the independent auditor for the fiscal year, as specifically described in the auditor's engagement letter, and (ii) that additional engagements of the auditor, which were not approved in the annual pre-approval process, and engagements that are anticipated to exceed previously approved thresholds, will be presented on a case-by-case basis, by the President or Controller, for pre-approval by the Board or audit committee, before management engages the auditors for any such purposes. The new policy and procedures may authorize the Board or audit committee to delegate, to one or more of its members, the authority to pre-approve certain permitted services, provided that the estimated fee for any such service does not exceed a specified dollar amount (to be determined). All pre-approvals shall be contingent on a finding, by the Board, audit committee, or delegate, as the case may be, that the provision of the proposed services is compatible with the maintenance of the auditor's independence in the conduct of its auditing functions. In no event shall any non-audit related service be approved that would result in the independent auditor no longer being considered independent under the applicable rules and regulations of the Securities and Exchange Commission.

~~32.2. Section~~ (a) ~~1350~~On ~~Certifications~~December of31, 2014, our Chief Executive Officer and Chief Financial Officer made an evaluation of our disclosure controls and procedures. In our opinion, the disclosure controls and procedures are adequate because the systems of controls and procedures are designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows for the respective periods being presented. Moreover, the evaluation did not reveal any significant deficiencies or material weaknesses in our disclosure controls and procedures.

101.INS	XBRL Instance Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase **
101.LAE	XBRL Taxonomy Extension Label Linkbase **
101.DEF	XBRL Taxonomy Extension Definition Linkbase **
101.SCH	XBRL Taxonomy Extension Schema **

(b) There have been no significant changes in our internal controls or in other factors that could significantly affect these controls since the last evaluation.

* Filed previously.(33)

~~(b)~~Table ~~Reports~~of ~~on Form 8-K~~Contents

1.PART On October 30, 2013, the Company filed a current report on Form 8-K to announce changes in Registrant’s Certifying Accountant of the Company. An amendment to the Form 8-K was subsequently filed on November 12, 2013.IV

~~(38)~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~Table~~(a) ofFinancial ~~Contents~~Statements

~~SIGNATURES~~1. The following financial statements of China Fruits Corp. are included in Part II, Item 8:

~~In accordance~~Report ~~with Section 13 or 15(d)~~ of ~~the~~Independent ~~Securities~~Registered ~~Exchange~~Public ~~Act~~Accounting ~~of 1934, the registrant has caused this report to be signed on its behalf by the undersigned majority of the Board of Directors, thereunto duly authorized.~~Firm

			China Fruits Corporation
Date: March 25, 2014			/s/ Chen, Quan Long
			Chen, Quan Long
			President

Balance Sheet at December 31, 2014

~~(39)~~Statements of Operations - for the years ended December 31, 2014 and 2013

~~Table~~Statements of ~~Contents~~Cash Flows - for the years ended December 31, 2014 and 2013

Statements of Stockholders’ Equity - for the years ended December 31, 2014 and 2013

Notes to Financial Statements

2. Exhibits

14.1 Code of Ethics *

31.1. Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer

31.2. Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer

32.1. Section 1350 Certifications of Chief Executive Officer

32.2. Section 1350 Certifications of Chief Financial Officer

101.INS	XBRL Instance Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase **
101.LAE	XBRL Taxonomy Extension Label Linkbase **
101.DEF	XBRL Taxonomy Extension Definition Linkbase **
101.SCH	XBRL Taxonomy Extension Schema **

* Filed previously.

(b)	Reports on Form 8-K

On September 17, 2014, the Company filed a current report on Form 8-K to announce the relocation of the Company’s corporate headquarters to the new address in Beijing.

(34)

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned majority of the Board of Directors, thereunto duly authorized.


			China Fruits Corporation

Date: April 14, 2015			/s/ Chen, Quan Long
			Chen, Quan Long
			President

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