UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(~~d) OF~~Mark ~~THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~( ~~the~~X ~~fiscal~~) ANNUAL ~~year~~REPORT ~~ended~~PURSUANT ~~December~~TO ~~31,~~SECTION ~~2012~~13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

~~TRANSITION~~FOR ~~REPORT~~THE ~~UNDER~~FISCAL ~~SECTION~~YEAR 13ENDED ORAUGUST ~~15(d)~~31, ~~OF THE SECURITIES EXCHANGE ACT~~2014

~~For~~( ~~the~~) TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from~~TO ~~________~~SECTION to13 ~~________~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

~~Commission~~For ~~file~~the ~~number~~transition ~~333-169494~~period from _________ to __________

~~ZENITECH~~Commission ~~CORPORATION~~File Number 0-54843

(Name of small business issuer in its charter)


CHINA TIANFEIHONG WINE, INC. (Name of Registrant in its Charter)

Delaware	99-0360626
(State of Other Jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)

1600Tai'an Block, Licheng Road, Chengxiang District Putian City, Fujian Province, P.R. China 351100
(Address of Principal Executive Offices)

Delaware		99-0360626
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Suite 1200, 1000 N. West Street, Wilmington		19808
(Address of principal executive offices)		(Zip Code)

Issuer's Telephone Number: 86-0549-6258386

Securities Registered Pursuant to Section 12(~~302~~b) ~~295-4898~~of the Exchange Act: NONE

~~(Issuer’s~~Securities ~~telephone~~Registered ~~number~~Pursuant to Section 12(g) of the Exchange Act:

~~Not~~COMMON ~~Applicable~~STOCK, $0.0006 PAR VALUE

(~~Former~~Title ~~name,~~of ~~former address and former fiscal year, if changed since last report~~Class)

~~Copy~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 406 of ~~communications~~the ~~to:~~Securities Act. Yes [ ] No [x]

~~Bacchus~~Indicate ~~Law~~by ~~Corporation~~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]

~~Karen~~Indicate ~~Richardson~~by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~Esq~~and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

~~Suite~~Indicate ~~800~~by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ~~885~~(§232.405 ~~West~~of ~~Georgia~~this ~~Street~~chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes [x] No [ ]

Vancouver, British Columbia, Canada V6C 3H1

Telephone: 604-687-1700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered Nil Nil

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso 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. Yesx No o

Table of Contents

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yeso No o

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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Small Reporting Company x

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

As of February 28, 2013, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, was approximately $918,135.

As of February 28, 2013, the number of shares issued and outstanding of each of the issuer’s classes of common stock, was 14,380,266 common shares.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

Table of Contents

ZENITECH CORPORATION

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PARTI	2
ITEM 1. DESCRIPTION OF BUSINESS	2
ITEM 1A. RISK FACTORS	9
ITEM 2. PROPERTIES	15
ITEM 3. LEGAL PROCEEDINGS	15
ITEM 4. REMOVED AND RESERVED	15
PART II	15
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	15
ITEM 6. SELECTED FINANCIAL DATA	17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	22
ITEM 9A. CONTROLS AND PROCEDURES	22
PART III	24
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	24
ITEM 11. EXECUTIVE COMPENSATION	26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS	30
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE	31
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	32
PART IV	34
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES	34

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x]

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

As of February 28, 2014, the last day of the registrant’s most recent fiscal second quarter, the aggregate market value of the common stock held by non-affiliates was nil, as there was no trading market for the common stock.

As of December 16, 2014, there were 34,396,680 shares of common stock outstanding.

Documents incorporated by reference: NONE

PART I

FORWARD-LOOKING STATEMENTS: NO ASSURANCES INTENDED

~~This~~In ~~annual~~addition ~~report contains forward-looking statements. These statements relate~~ to ~~future~~historical ~~events~~information, orthis ~~our~~Annual ~~future~~Report ~~financial~~contains forward-looking ~~performance. In some cases~~statements, ~~you~~which ~~can~~are ~~identify~~generally ~~forward-looking~~identifiable ~~statements~~ by ~~terminology~~use ~~such~~of asthe ~~“may”,~~words “~~should”~~believes,” “expects”, ~~“plans~~” “intends,” “anticipates”, ~~“believes~~”, “~~estimates”~~plans to,” “~~predicts”~~estimates,” “~~potential~~projects,” or similar ~~“continue”~~expressions. orThese forward-looking statements represent Management’s belief as to the ~~negative~~ future of ~~these~~China ~~terms~~Tianfeihong Wine, orInc. ~~other~~Whether ~~comparable~~those ~~terminology.~~beliefs ~~These~~become ~~statements~~reality ~~are~~will ~~only~~depend ~~predictions~~on ~~and~~many ~~may~~factors ~~involve~~that ~~known~~are ~~and~~not ~~unknown~~under Management’s control. Many risks, and uncertainties ~~and~~exist ~~other~~that ~~factors,~~could ~~including~~cause ~~the~~actual ~~risks~~results into ~~the~~differ ~~section~~materially ~~entitled~~from ~~“Risk~~those ~~Factors”~~reflected ~~beginning~~in onthese ~~page~~forward-looking 6,statements. Factors that ~~may~~might cause ~~our~~such ora ~~our~~difference ~~industry’s~~include, ~~actual~~but ~~results~~are not limited to, ~~levels~~those discussed in Section 1A of ~~activity~~this Report, ~~performance~~entitled or“Risk ~~achievements~~Factors.” Readers are cautioned not to beplace ~~materially different~~undue ~~from~~reliance ~~any~~on ~~future~~these ~~results,~~forward-looking ~~levels~~statements. We ofundertake ~~activity,~~no ~~performance~~obligation to revise or ~~achievements~~publicly ~~expressed~~release orthe ~~implied~~results byof any revision to these forward-looking statements.

~~Although~~ITEM ~~we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements~~1. ~~Except~~ ~~as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to our actual results.~~BUSINESS

~~Our~~We ~~financial~~conduct ~~statements~~our ~~are~~operations ~~stated~~through inour ~~United~~controlled ~~States~~consolidated affiliate Fujian Tianfeihong ~~Dollars~~Wine Co., Ltd. (~~US$~~hereinafter referred to as “Fujian Tianfeihong”). Fujian ~~and~~Tianfeihong, ~~are~~founded ~~prepared~~in April 24, 2009, is primarily engaged in ~~accordance~~distributing ~~with~~a ~~United~~variety ~~States~~of ~~Generally~~fruit ~~Accepted~~wine ~~Accounting~~to ~~Principles~~supermarkets and liquor stores. Our products include green plum wine, loquat wine, olive wine, and pomegranate wine, among others.

InAcquisition ~~this~~of ~~annual~~Fanwei ~~report, unless otherwise specified, all dollar amounts are expressed in United States dollars.~~Hengchang

~~Unless~~On ~~otherwise~~December ~~indicated~~30, ~~all~~2013, ~~references~~we tocompleted “a reverse acquisition transaction through a share exchange with the Fanwei Hengchang Shareholders, whereby we” acquired 100% of the outstanding shares of Fanwei Hengchang in exchange for a total of 32,000,000 shares of our common stock, representing 93.03% of our issued and outstanding shares of common stock. As ~~“us”~~a result of the reverse acquisition, Fanwei Hengchang became our wholly-owned subsidiary and “the former Fanwei Hengchang Shareholders became our” ~~mean~~controlling ~~Zenitech~~stockholders. ~~Corporation~~The share exchange transaction was treated as a reverse acquisition, with Fanwei Hengchang as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Fanwei Hengchang and its consolidated subsidiaries and variable interest entity.

~~Item~~As 1a result of our acquisition of Fanwei Hengchang, we now own all of the issued and outstanding capital stock of Changshi Tongrong, which in turn owns all of the issued and outstanding capital stock of Changshitong Consulting. ~~Description~~The Oflocal ~~Business~~government of the PRC issued a certificate of approval regarding the foreign ownership of Changshitong Consulting by Changshi Tongrong, a Hong Kong entity, on September 18, 2013. In addition, we effectively and substantially control Fujian Tianfeihong through a series of agreements between Changshitong Consulting and Fujian Tianfeihong and its equity owners.

~~Overview~~Contractual Arrangements with our Controlled Consolidated Affiliate and its Shareholders

WeFujian ~~are~~Tianfeihong, aour ~~development~~operating ~~stage~~consolidated ~~company specializing in the development~~affiliate, ~~manufacture,~~was ~~distribution~~established ~~and~~in ~~marketing of~~ the ~~environmentally~~PRC on ~~friendly~~April ~~floral~~24, ~~sleeves~~2009. ~~and~~The ~~wrappers~~equity ~~for~~owners ~~the floriculture~~of ~~industry.~~Fujian ~~Our~~Tianfeihong ~~environmentally~~are ~~friendly~~Zhiliang ~~floral~~Fang ~~sleeves~~ and ~~wrappers~~Jinxiang ~~are~~Fang, ~~suitable~~who ~~for~~are ~~use~~the ~~with~~record ~~cut~~owners ~~and~~of ~~potted flowers,~~31% ~~greens~~ and ~~plants.~~69% Weof ~~aim~~the toequity ~~reinvent~~in ~~traditional~~Fujian ~~plastic~~Tianfeihong, ~~packaging~~respectively. ~~products~~Zhiliang toFang ~~reduce~~ and ~~minimize~~Jinxiang ~~the~~Fang ~~use~~are ofhusband ~~plastic~~and ~~materials damaging to the environment~~wife. ~~Our~~Zhiliang ~~vision~~Fang also isserves toas ~~develop~~Chief ~~products~~Executive ~~that~~Officer ~~will~~of ~~become~~China ~~widely~~Tianfeihong ~~accepted in the market. We intend to develop~~Wine, ~~market,~~ ~~manufacture and distribute our products~~Inc.

WeOn ~~were~~November ~~incorporated~~26, in2013, prior to the ~~State~~reverse ofacquisition ~~Delaware~~transaction, onChangshitong Consulting ~~July~~and ~~28,~~Fujian ~~2005~~Tianfeihong and ~~have~~its ~~our~~shareholders, ~~head~~Jinxiang ~~office~~Fang atand ~~Suite~~Zhiliang ~~1200~~Fang, ~~1000~~entered N.into ~~West~~a ~~Street,~~series ~~Wilmington,~~of DEagreements ~~19801.~~(the We“VIE Agreements”) ~~currently~~pursuant doto ~~not~~which ~~have~~Fujian ~~any~~Tianfeihong ~~subsidiaries~~became Changshitong Consulting’s contractually controlled affiliate. The VIE Agreements included:

During the year ended December 31, 2009, we earned revenue of $24,962.This was from one client who will not be a recurring or continuing customer. The revenue was received as payment for research and information we provided to them regarding new compostable materials. In the process of providing that information to the client, we had the opportunity to learn about the compostable floral sleeve product. We then decided to explore the business further and later decided to enter into the business of developing, manufacturing, marketing and distributing the floral sleeves and similar products. We no longer provide research services.3

(1)		Exclusive Technical Service and Business Consulting Agreement between Changshitong Consulting and Fujian Tianfeihong pursuant to which Changshitong Consulting is to provide technical support and consulting services to Fujian Tianfeihong in exchange for (i) 95% of the total annual net profit of Fujian Tianfeihong plus (ii) RMB10,000 per month (U.S.$1,587).
(2)		Call Option Agreement under which the Fujian Tianfeihong Shareholders have granted to Changshitong Consulting the irrevocable right and option to acquire all of the equity interests in Fujian Tianfeihong to the extent permitted by PRC law. If PRC law limits the percentage of Fujian Tianfeihong that Changshitong Consulting may purchase at any time, then Changshitong Consulting may repeatedly exercise its option in such increments as may be allowed by PRC law. The exercise price of the option is RMB1.00 ($0.16) or the minimum price regulated by PRC laws if at that time there is any regulatory PRC laws regulating the minimum price. The Fujian Tianfeihong Shareholders agreed to refrain from taking certain actions which might harm the value of Fujian Tianfeihong or Changshitong Consulting’s option;
(3)		Proxy Agreement pursuant to which Zhiliang Fang and Jinxiang Fang each authorize Changshitong Consulting to designate someone to exercise all of his/her shareholder decision rights with respect to Fujian Tianfeihong; and
(4)		Share Pledge Agreement pursuant to which the Fujian Tianfeihong Shareholders pledge all of their equity in Fujian Tianfeihong to Changshitong Consulting to guarantee Fujian Tianfeihong’s and its shareholders’ performance of their obligations under the Exclusive Technical Service and Business Consulting Agreement, the Call Option Agreement and the Proxy Agreement.

~~Table~~ The VIE Agreements with our Chinese affiliate and its shareholders, which relate to critical aspects of ~~Contents~~our operations, may not be as effective in providing operational control as direct ownership. In addition, these arrangements may be difficult and costly to enforce under PRC law. See “Risk Factors - Risks Relating to the VIE Agreements.”

~~Since~~After wethe noreverse ~~longer~~acquisition ~~provide research services~~transaction, ~~we will~~our ~~not~~current ~~receive~~organizational ~~additional~~structure ~~revenue~~is ~~from these or other research clients. We intend to concentrate on the business of the environmentally~~as ~~friendly floral sleeve and wrapper and the possible development of new, related products.~~follows:

~~We are now working with the Chinese inventor, Mr. Guang Wei Qu and his research team. Together, we are researching both the material formulae and manufacturing processes for new packaging products.~~4

~~The~~Business license agreement with Mr. Qu gives us an exclusive worldwide perpetual license to use or cause to be used Mr. Qu’s patent and any improvements in any manner and for any purpose whatsoever and including, without limiting the generality of the foregoing, to manufacture, distribute, market, and sell the floral sleeve and wrapper anywhere in the world during the continuance of the license agreement.Overview

InFujian ~~addition~~Tianfeihong tois ~~attempting~~primarily toengaged ~~develop~~in ~~new~~distributing ~~uses~~fruit ~~for the~~wine, ~~patent~~including ~~and~~green plum ~~attempting~~wine, toloquat ~~developing~~wine, ~~new~~olive ~~materials~~wine ~~with~~and Mrpomegranate wine. QuFujian ~~and~~Tianfeihong ~~his~~has ~~team,~~distribution weagreements ~~intend~~with toeight ~~manufacture,~~major ~~distribute~~wine manufacturers, ~~market~~under ~~and sell~~which ~~the~~Fujian ~~patented~~Tianfeihong ~~environmentally~~purchases ~~friendly~~wine ~~floral~~for ~~sleeves~~distribution. ~~and~~Seven ~~wrappers~~of ~~made~~the ~~from~~manufacturers ~~paper~~are orlocated ~~recycled~~in ~~paper~~Fujian Province; ~~coated~~one ~~with~~is ~~harmless~~located ~~plastics which~~in isAnhui ~~partly~~Province. orThe ~~completely~~agreements ~~biodegradable~~require ~~depending~~Fujian onTianfeihong ~~the~~to ~~material~~pay ~~used.~~for ~~Under~~each ~~the~~quarter's ~~agreement,~~shipments ~~Mr.~~during the ~~Guang~~month ~~Wei~~following ~~Qu,~~the asquarter ~~licensor, who~~- ~~owns~~i.e. ~~patent~~in ~~number~~January, ~~CN201415829~~April, ~~granted~~July usand anOctober ~~exclusive worldwide license~~ of ~~the~~each ~~patent.~~year ~~Other~~during ~~material terms of~~ the ~~agreement are~~contract ~~as follows:~~period.

●Fujian ~~The~~Tianfeihong ~~licensor~~has is17 tomajor ~~provide~~customers, usall of which are located in Fujian Province. Its customers are large supermarkets or liquor stores with ~~all~~top ~~necessary~~sales ~~technical~~volumes ~~drawings,~~in ~~schematics~~their ~~and~~region. ~~information~~The ~~and~~majority ~~all~~of ~~appropriate~~the ~~assistance~~customers asare located ~~may~~in bePutian ~~required~~City, byalthough ~~us;~~we sell to other cities in Fujian Province as well.

●Fujian ~~The~~Tianfeihong's ~~licensor~~sales ~~owns~~agreements ~~any~~obligate ~~and~~its ~~all~~customers ~~right~~to pay for each month's purchases during the first week of the following month. Although Fujian Tianfeihong arranges for the delivery of products to its customers, ~~title~~the ~~and~~customer ~~interest~~pays inthe ~~and~~cost of transportation. Customers are entitled to one free unit of corresponding products if the ~~patent~~order reaches 15 units of products with a unit price over RMB 400, ~~including~~10 ~~improvements;~~units of products with a unit price between RMB 200 and RMB 400 and 5 units with a unit price below RMB 200.

●Fujian WeTianfeihong ~~agree~~has ~~that~~one ~~all~~company-owned ~~trademarks~~store, ~~patents,~~located ~~copyright~~in ~~and~~the ~~other~~Chengxiang ~~intellectual~~District ~~right,~~of Putian ~~property~~City. ~~and~~It ~~information,~~is ~~whether~~planning ~~now~~to ~~existing,~~expand inits ~~progress,~~sales ordistribution ~~arising~~network inby ~~the~~opening ~~future~~and inoperating ~~any~~company-owned ~~jurisdiction,~~stores ~~of or~~ in ~~relation~~order to acquire ~~the~~more ~~patent,~~market ~~belong~~share ~~solely~~ and ~~exclusively~~generate tostable ~~the~~sales ~~licensor;~~revenue.

● The WeMarket ~~agree~~for ~~that~~Wine ~~all~~in ~~improvements of the patent belong to the Licensor whether developed or acquired by us or the licensor;~~China

●Currently, Wefruit ~~agree~~wine ~~that,~~accounts ~~during~~for ~~and~~15-20% ~~after~~of the ~~term~~consumption of ~~the~~alcoholic ~~agreement~~beverages worldwide, webut ~~will~~only ~~not~~1% ~~contest~~in ~~the~~China. ~~licensor's~~The ~~right~~average ~~and~~yearly ~~ownership~~consumption inof ~~and~~fruit towine ~~any~~per ~~part~~capita ofChina ~~the~~is ~~patent~~0.2 orto ~~any~~0.3 ~~improvements~~liter, ~~nor~~significantly below ~~will we in any way dispute or impugn~~ the ~~validity~~world ofaverage ~~any~~ of ~~the~~6 ~~licensor's~~liters ~~ownership,~~per ~~copyright,~~capita. ~~trademark~~This ordiscrepancy ~~patent~~indicates ~~therein nor the right of the licensor~~ to ~~receive,~~us ~~whether~~that bythere ~~assignment~~is orsignificant ~~grant,~~growth ~~any~~potential ofin China’s ~~the~~fruit ~~same;~~wine market.

●The Werecent ~~will~~rapid ~~notify~~development of a middle class in China has also drawn attention to the ~~licensor~~potential for the Chinese wine market. The improvement of ~~any~~living ~~infringement~~standards orin ~~challenge~~China orhas ~~duplicate~~been accompanied by an increased focus on health, including increased attention to the ~~copyright~~quality of alcoholic beverages. In the past decade, ~~trademark~~consumer ordemand ~~patent~~for low oralcohol ~~proprietorship~~wine ofhas been abetted by the ~~patent~~discovery asthat ~~soon~~fruit aswine wecontains ~~become~~abundant ~~aware~~beneficial ofminerals ~~such~~that enrich the blood, allay tiredness and ~~such~~improve ~~challenge~~digestion. ~~shall~~The beresult ~~defended~~has orbeen ~~prosecuted~~a bysignificant increase in the ~~licensor~~ratio atof wine consumption to the ~~mutual~~consumption of ~~and~~white ~~equal~~spirits ~~cost~~that were the alcoholic beverages of choice in the ~~parties;~~20th Century.

●The WeChinese ~~will~~national government, atcognizant of the ~~request~~economic ~~and~~potential of the ~~cost~~wine ofmarket as well as the ~~licensor~~potential benefits to the populace of a transfer from hard spirits to fruit wines, ~~enter~~has ~~into~~promoted ~~such~~the ~~further~~growth ~~agreements~~of the Chinese wine industry. In December 2011, the National Development and ~~execute~~Reform ~~any~~Commission of the Ministry of Industry and ~~all~~Information Technology ~~documents~~issued asthe ~~may~~Food beIndustry ~~required~~“Twelfth toFive ~~ensure~~Year Plan”, which stipulated that ~~ownership~~during ofthe period from 2011 to 2015, the ~~patent~~production ~~and~~of ~~any~~alcoholic ~~improvements~~beverages ~~resides~~in ~~with~~China would increase by 5% per annum, but the ~~licensor;~~portion of that production represented by wine would be doubled.

●The ~~We,~~response to this initiative has been nationwide. Guangdong Province saw the construction of many wineries producing lychee wine. In Ningbo and Zhejiang Provinces there was large growth in ~~perpetuity~~the production of mulberry wine and red bayberry wine. Fujian Province, ~~are~~where ~~required~~we toare ~~pay~~located tosaw the ~~licensor~~construction of a ~~royalty~~variety ~~fee~~of fruit wineries. In addition, large scale production of ~~12%~~medlar wine in northwest China and of ~~all~~fruit ~~product~~wine ~~revenues~~in ~~from~~Tianjin has emerged. All of this production is facilitated by the ~~manufacturing~~fact that China is the world's largest producer of fruit, ~~distribution~~providing ~~and~~a ~~sale~~ready source of ~~the~~raw ~~product~~materials ~~and~~for ~~any~~the ~~improvements~~rapid development of the ~~patent;~~wine industry.

● We will pay and provide an accounting for the royalty fee quarterly, within ten calendar days after the end of each quarter. The royalty fee will be calculated on all amounts invoiced, or deemed invoiced, in a quarter;5

●China's ~~The~~research ~~term~~institutes have also contributed to the development of the ~~agreement~~wine ~~shall~~industry. New betechnologies ~~perpetual~~have been developed to improve the efficiency of wine production, such as use of ultrasonic waves and beinfrared rays to accelerate fermentation, using the sugar palm enzyme to increase clarity in ~~full~~the ~~force~~wine, ~~and~~using ~~effect~~low astemperature ~~long~~fermentation techniques asto preserve the ~~terms~~nutrients, using cation exchange to improve clarity, using spectrophotometry, atomic absorption spectrometry, gas chromatography and ~~conditions~~other trace measurement techniques to detect the physical characteristics of the ~~agreement~~wine. ~~are~~With ~~being~~the ~~met~~support of these new technologies, manufacturing facilities have experienced increased efficiency, lowered cost, and enhanced product quality, which has in turn promoted growth of the market for wine.

~~Therefore~~Competitive we plan to focus in the coming months on the development of the patented environmentally friendly floral sleeves and wrappers and other applications for the patented technology. We are currently working on finding production facilities for our product in order to contract for the manufacturing or purchase the facilities. We plan to generate revenue from sales of this product, commercializing and marketing the product initially in China, Japan, the United States and Canada.Strategy

3Fujian Tianfeihong is a distributor. Our business model results in certain competitive disadvantages compared to wineries that both produce wine and market it. If our suppliers fail to deliver on our orders, we lose sales. In addition, compared to competitors who produce their own wine, Fujian Tianfeihong has less control over prices. During the periods when our suppliers often increase their price, such as during the Mid-Autumn Festival and the Spring Festival, our margins are reduced, since we cannot increase our sales prices correspondingly without sacrificing sales.

~~Table~~At the same time, however, our distribution-only business model allows us to purchase a variety of ~~Contents~~different fruit wines from our suppliers, and spread the benefit of our growing brand value over a wider menu of products. We devote a large portion of our resources to advertising and promotion, in order to develop awareness of our brand and products. Our advertising and promotion identifies us as a source of quality wines at a reasonable price, which is attractive to our target market: supermarkets and the terminal stores of liquor sales companies. These customers are also attracted by the variety of products we offer, which makes purchasing inventory from us more efficient for these larger retailers.

WeOur ~~have~~business ~~identified~~model ~~the~~is ~~provinces~~aimed ofat ~~Ontario~~achieving ~~and British~~marketing ~~Columbia~~efficiencies ofthough ~~Canada,~~advertising ~~and~~programs that ~~the~~inform ~~states~~customers of ~~California,~~the ~~Florida,~~value ~~Texas, Michigan and North Carolina~~ of ~~the States as~~ our ~~primary target~~products, ~~markets~~thus inachieving ~~North~~substantial ~~America.~~return These two provinces and five states represent the largest production and sales of the floriculture industry in North America. The U.S. National Agricultural Statistics Service states in its Floriculture Crops Summaries found on it ~~website~~our atinvestment ~~http://usda.mannlib.cornell.edu/MannUsda/viewDocumentInfo.do?documentID=1072 that~~ in ~~2008~~advertising and ~~2009, California, Florida,~~promotion ~~Texas, Michigan~~ and ~~North~~sustainable ~~Carolina~~growth ~~represented the largest markets~~ in ~~the U~~revenue.S. ~~floriculture industry.~~ In ~~2009,~~2013 ~~the~~our ~~U.S.~~inventory ~~National Agricultural~~turnover ~~Statistics~~rate ~~Service~~was ~~reports,~~8.97 ~~the~~and ~~wholesale value of~~ the ~~floriculture~~average ~~industry~~inventory inturnover ~~these~~days ~~five~~were ~~states was USD $2~~40.~~53 billion~~13. ~~Our~~This ~~floral~~relatively ~~and~~rapid ~~plant~~inventory ~~sleeves~~turnover ~~are~~is ~~for~~the ~~use~~result ~~with~~of ~~potted~~tying ~~plants~~inventory into ~~hanging baskets, potted flowering plants, cut flowers and cut greens~~advertising.

OnOur ~~our~~Growth ~~behalf, our consultants have attended 18 flower EXPOs, trade shows and fairs in China for research and marketing for the environmentally friendly floral sleeves and wrappers.~~Strategy

~~Contract~~We ~~with~~plan Anto ~~Hui~~take ~~Jia~~advantage ~~Lian~~of ~~Plastic~~the ~~Packaging~~growing Chinese market for wine by expanding our sales ~~Machinery~~channels ~~Factory~~through a three-pronged program. We will continue to advertise heavily, in order to gain increased brand recognition. We will leverage that advantage to increase the number of retail establishments among our customers. We will also utilize the value in our brand to support an increase in the number and size of our company-owned stores.

~~We have~~Fujian ~~also~~Tianfeihong ~~entered~~is ~~into~~plan ato ~~compostable~~expand ~~floral~~by ~~sleeve~~opening ~~sample-making~~franchised ~~service~~stores ~~agreement~~and oncompany ~~October 8, 2010 with An Hui Jia Lian Plastic~~owned ~~Packaging~~stores ~~Machinery~~in ~~Factory.~~major ~~This~~cities ~~agreement~~such isas ~~attached~~Fuzhou ~~to our registration statement~~ and ~~filed with the SEC at www~~Shenzhen.~~sec.gov. In~~ ~~our agreement with An Hui Jia Lian Plastic Packaging Factory~~Meanwhile, AnFujian ~~Hui~~Tianfeihong ~~Jia~~will ~~Lian~~also ~~has~~introduce ~~agreed~~more towine ~~provide~~products ~~us with compostable floral~~provided ~~sleeve~~by ~~sample~~well-~~making~~known ~~services.~~wine Wemanufacturers ~~have agreed to purchase 1000 samples~~ both at anhome ~~estimated~~and ~~500~~abroad ~~RMB.~~to Soenrich ~~far~~its weproduct ~~have~~line ~~not~~and ~~paid~~balance ~~for~~its ~~or received~~product ~~any of these samples. Previously~~structure, ~~pursuant to an oral agreement, we purchased 1000 samples of our environmentally friendly~~which ~~floral~~will ~~sleeves~~help ~~made by the An Hui Jia Lian Plastic Packing Factory. We used those samples~~ to ~~market~~meet ~~our~~personalized ~~product~~needs toof ~~potential~~its customers~~. The~~, ~~new~~enhance ~~samples~~its ~~will~~ability ~~be in different sizes and colors~~ to ~~show~~generate asmore ~~many varieties we have designed to date. Since November 8~~revenue, ~~2010, our consultant, Mr. Yu has been working closely on the samples with the Factory engineers~~ and ~~specialists~~increase toits ~~ensure~~market ~~that the new samples will be made as we want them to be~~share.

~~Potential~~As ~~Future~~part ~~Agreements~~of ~~withAn~~our ~~Hui~~long-term ~~Jia~~development ~~Lian~~strategy, we anticipate that the time will come ~~Plastic~~when ~~Packaging~~we ~~Machinery~~will ~~Factory~~take advantage of our ready access to locally planted loquat and commence production of our own loquat wines. To maximize the profit potential, we would acquire advanced manufacturing equipment and cooperate with organizations that can provide the most advanced fermenting technology. Our goal would be to offer a full line of loquat wines to meet the growing demand for this beverage.

If we are able to raise adequate funds, we intend to enter into future agreements with An Hui Jia Lian Plastic Packaging Machinery Factory which will include (i) An Hui Jia Lian additional services to produce the first inventory of 2 million floral sleeves and wrappers for the market,Regulation

4We are subject to the labor and safety laws and regulations of the PRC, including the PRC Labor Contract Law, the PRC Production Safety Law, the PRC Regulation for Insurance for Labor Injury, the PRC Unemployment Insurance Law, the PRC Provisional Insurance Measures for Maternity of Employees, PRC Interim Provisions on Registration of Social Insurance, PRC Interim Regulation on the Collection and Payment of Social Insurance Premiums and other related regulations, rules and provisions issued by the relevant governmental authorities from time to time.

~~Table of Contents~~6

~~New~~According ~~Patents~~to ~~and~~the ~~Developments~~PRC ofLabor ~~Patented~~Contract ~~Processes~~Law, we are required to enter into labor contracts with our employees. We are required to pay no less than local minimum wages to our employees. We are also required to provide employees with labor safety and ~~Products~~sanitation conditions meeting PRC government laws and regulations and carry out regular health examinations of our employees who are engaged in hazardous occupations.

WeIncome ~~continue~~Tax to see changes in the environmental packaging market. Although the European market has shown a preference for environmentally sensitive products for some time now, we believe that the current U.S. administration’s focus on green technology for both economic and environmental reasons continues to influence a shift away from more traditional packaging products towards environmentally friendly products like ours. We believe that our products and our company can benefit from this trend.Regulations

~~Mr.~~On QuMarch ~~and~~16, ~~his team continue to attempt to develop new~~2007, ~~environmentally-friendly~~the ~~packaging~~National ~~materials~~People’s ~~and~~Congress ~~products.~~of InChina ~~exchange~~passed ~~for~~the ~~obtaining~~Enterprise Income ~~licensing~~Tax ~~rights~~Law, ~~similar~~or ~~to those we have for~~ the ~~floral~~EIT ~~sleeve~~Law, and ~~wrapper~~its ~~product~~implementing rules, weall ~~intend~~of towhich ~~help~~became ~~Mr.~~effective Quon ~~apply~~January ~~and~~1, ~~pay~~2008. ~~for~~The ~~additional~~EIT ~~patent~~Law ~~fees if~~ and ~~when~~ heits isimplementing inrules impose a ~~position~~unified toEIT ~~apply~~tax ~~for~~rate ~~them~~of in25% ~~the~~on ~~future~~all ~~and~~domestic-invested ~~when~~enterprises weand ~~determine~~FIEs, itunless isthey inqualify under ~~the~~certain ~~best~~limited ~~interests of the company to do so~~exceptions.

~~Over~~In ~~the~~addition ~~next twelve months, we intend~~ to ~~determine whether it is in~~ the ~~best~~changes ~~interests~~to of the ~~company~~current totax ~~apply~~structure, ~~for~~under ~~additional patents for~~ the ~~environmentally~~EIT ~~friendly~~Law, ~~floral~~an ~~sleeves~~enterprise ~~and~~established ~~wrappers~~outside inof ~~other~~China ~~countries.~~with We“de dofacto ~~not~~management ~~yet~~bodies” ~~know~~within ~~whether~~China weis ~~will~~considered ~~decide~~a toresident ~~apply~~enterprise ~~for~~and will ~~those~~normally ~~patents~~be ~~or,~~subject ifto wean ~~do,~~EIT inof ~~which~~25% ~~countries we~~on ~~will~~its ~~make~~global ~~the applications~~income. WeThe doimplementing ~~intend~~rules todefine ~~apply for~~ the ~~classification~~term as“de afacto ~~biodegradable~~management bodies” ~~product~~as ~~from~~“an ~~the~~establishment ~~Biodegradable~~that ~~Products Institute~~exercises, in ~~New York~~substance, ~~New~~overall ~~York.~~management ~~Over~~and ~~the~~control ~~next~~over 12the ~~months we also intend to establish our fist~~ production, ~~plant and retain highly~~business, ~~skilled~~personnel, ~~employees~~accounting, ~~and~~etc., ~~consultants~~of toa ~~operate~~Chinese ~~the~~enterprise.” ~~plant~~If ~~and~~ the ~~marketing~~PRC ~~and~~tax ~~distribution~~authorities ~~components~~subsequently ofdetermine ~~our~~that ~~business.~~we Weshould be ~~also~~classified ~~intend to~~as ~~complete~~a ~~the~~resident ~~development~~enterprise, ofthen our ~~marketing~~organization’s ~~plan,~~global ~~enter~~income ~~into~~will ~~agreements~~be ~~with~~subject ~~retail~~to ~~flower~~PRC ~~distributors~~income ~~and~~tax ~~wholesale distributors~~ of ~~packaging materials and complete private and/or public financing~~25%.

~~Until~~Dividend we have established a production plant, we intend to contract with An Hui Jia Lian Plastic Packaging Factory to produce the products for us first for any orders we may receive. Also, we have begun talks with An Hui Jia Lian to discuss the possibility of our purchasing machinery from them for the establishment of our own production plant.Distribution

WeUnder ~~have~~applicable ~~not~~PRC ~~yet~~regulations, ~~entered~~FIEs ~~into~~in ~~agreements~~China ~~with~~may ~~any~~pay dividends only out of their ~~floral~~accumulated ~~businesses~~profits, ~~stores~~if any, ordetermined ~~wholesale~~in ~~distributors~~accordance ofwith ~~packaging~~PRC ~~materials~~accounting ~~for~~standards ~~distribution~~and ofregulations. ~~our~~In ~~product~~addition, ~~and~~a ~~there~~FIE in China is norequired ~~assurance that~~to weset ~~will~~aside beat ~~able~~least to10% doof ~~so.~~its Weafter-tax ~~currently~~profit dobased ~~not~~on ~~have~~PRC ~~sufficient~~accounting ~~financing~~standards each year to ~~fully~~its ~~execute~~general ~~our~~reserves until ~~business~~the ~~plan~~cumulative ~~and~~amount ~~there~~of issuch noreserves reach 50% of its registered capital. These reserves are not distributable as cash ~~assurance~~dividends. ~~that~~The weboard ~~will~~of bedirectors ~~able~~of toa ~~obtain~~FIE has the ~~necessary~~discretion ~~financing~~ to doallocate ~~so.~~a Ifportion weof ~~are~~its ~~unable~~after-tax profits to ~~obtain~~staff ~~the~~welfare and ~~necessary~~bonus ~~financing~~funds, we which may not be ~~forced~~distributed to ~~cease~~equity ~~our~~owners ~~business~~except in the event of liquidation.

~~Industry~~The ~~Overview~~EIT Law and its implementing rules generally provide that a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes unless the jurisdiction of incorporation of such enterprises’ shareholder has a tax treaty with China that provides for a different withholding arrangement. Changshitong Consulting is considered a FIE and is directly held by our subsidiary in Hong Kong, Changshi Tongrong. According to a 2006 tax treaty between the Mainland and Hong Kong, dividends payable by an FIE in China to the company in Hong Kong which directly holds at least 25% of the equity interests in the FIE will be subject to a no more than 5% withholding tax. We expect that such 5% withholding tax will apply to dividends paid to Changshi Tongrong by Changshitong Consulting, but this treatment will depend on whether we are determined to be a non-resident enterprise.

~~Currently,~~PRC ~~the~~M&A ~~majority of disposable packaging products are made from plastic~~Rule, ~~paper~~Circular or75 ~~polystyrene, which are typically non-recyclable~~ and ~~non-biodegradable.~~Circular Consequently, millions of tons of plastic, paper, or polystyrene disposable packaging products are discarded in landfills across the world each year. In the last decade there has been increasing public concern over the harmful impact that plastic, paper, or polystyrene disposable packaging products have on the environment. Because of this public concern, governments have begun to adopt regulations intended to restrict and in some cases even ban the use of plastic, paper, or polystyrene disposable packaging products and multinational corporations, acknowledging the need for environmentally sound solutions, have begun to seek alternatives to plastic, paper, or polystyrene disposable packaging products that are less harmful to the environment. As these trends continue, we believe that market for biodegradable consumer packaging products will face rapid growth.638

On August 8, 2006, six Chinese government agencies, namely, the Ministry of Commerce, or MOFCOM, the State Administration for Industry and Commerce, or SAIC, the China Securities Regulatory Commission, or CSRC, the State Administration of Foreign Exchange, or SAFE, the State Assets Supervision and Administration Commission, or SASAC, and the State Administration for Taxation, or SAT, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, referred to as the “New M&A Rules”, which became effective on September 8, 2006. The ~~Product~~New M&A Rules purport, among other things, to require offshore “special purpose vehicles” that are (1) formed for the purpose of overseas listing of the equity interests of Chinese companies via acquisition and (2) are controlled directly or indirectly by Chinese companies and/or Chinese individuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on overseas stock exchanges. Based on our understanding of current Chinese Laws and pursuant to a legal opinion issued by Jilin Changchun Law Firm, (i) Changshitong Consulting was incorporated by a foreign investor and therefore has no Chinese shareholders; (ii) the share exchange between Fanwei Hengchang and the Company, is between two offshore companies and is not deemed as a transaction to acquire equity or assets of a “Chinese domestic company” as defined under the New M&A Rules and (iii) no provision in the New M&A Rules clearly classifies the contractual arrangements between Changshitong Consulting and Fujian Tianfeihong as a type of transaction falling within the New M&A Rules.

Our initial and main product is the environmentally friendly floral sleeve and wrapper. The environmentally friendly floral sleeve and wrapper has been granted a patent by the State Intellectual Property Office of the People’s Republic of China under patent number CN201415829, which is owned by Mr. Guang Wei Qu and is licensed to us under the license agreement dated March 3, 2010.7

The ~~Company~~SAFE isissued ~~currently~~a ~~assisting~~public ~~and~~notice ~~working~~in October 2005, or the Circular 75, requiring Chinese ~~closely~~residents to register with ~~another~~the ~~patent~~local ~~application~~SAFE ~~owned~~branch bybefore ~~Mr.~~establishing Quor incontrolling any company outside of China for athe ~~product~~purpose of ~~designed~~capital financing with assets or equities of Chinese companies, referred to ~~replace~~in ~~plastic~~the ~~water~~Circular ~~bottles~~75 as special purpose vehicles, or SPVs. IfChinese residents who are shareholders of SPVs established before November 1, 2005 were required to register with the ~~patent~~local isSAFE ~~granted~~branch before June 30, ~~the~~2006. ~~Company~~Further, ~~will~~Chinese ~~sign~~residents anare ~~exclusive~~required ~~licensing~~to ~~agreement~~file amendments to their registrations with the ~~Mr.~~local ~~Qu.~~SAFE Inbranch ~~addition~~if their SPVs undergo a material event involving changes in capital, wesuch ~~are~~as ~~working~~changes onin ~~developing~~share capital, mergers aand ~~line~~acquisitions, ofshare transfers or exchanges, spin-off transactions or long-term equity or debt investments.

Pursuant to the Circular 698, where a foreign investor transfers the equity interests of a Chinese resident enterprise indirectly via disposing of the equity interests of an overseas holding company, which we refer to as an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the foreign investor shall report such Indirect Transfer to the competent tax authority of the Chinese resident enterprise. The Chinese tax authority will examine the true nature of the Indirect Transfer, and if the tax authority considers that the foreign investor has adopted an abusive arrangement in order to avoid Chinese tax, they will disregard the existence of the overseas holding company and re-characterize the Indirect Transfer and as a result, gains derived from such Indirect Transfer may be subject to Chinese withholding tax at the rate of up to 10%. Circular 698 also provides that, where a non-Chinese resident enterprise transfers its equity interests in a Chinese resident enterprise to its related parties at a price lower than the fair market value, the competent tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

~~Table of Contents~~Employees

~~environmentally~~As ~~friendly~~of ~~packaging~~November ~~products~~28, ~~for distribution~~2014, ~~and~~we ~~are~~had ~~expecting~~ a ~~patent~~total ~~application approval from the State Intellectual Property Office~~ of ~~China~~27 ~~for~~full-time aemployees, ~~product designed~~including to5 ~~replace plastic water bottles~~managers.

~~The~~ITEM ~~idea~~1A ~~for~~RISK the environmentally friendly floral sleeve and wrapper came in response to a shift in consumer and retailer attitudes towards the negative effects of plastic packaging products, whereas an increasing number of supermarkets choose not to provide customers with free plastic shopping bags, distribute reusable bags, and award credit points for use of reusable bags. Thus we decided to expand the application of environmentally friendly packaging solutions to other products which are heavily dependent on packaging and focused on a large unexplored segment of packaging market, specifically packaging for floricultural products.FACTORS

~~The~~Investing ~~environmentally~~in ~~friendly~~our ~~floral~~common ~~sleeve~~stock ~~and wrapper~~involves ~~has~~substantial arisk. ~~paper~~You ~~core~~should ~~layer~~carefully ~~coated~~consider the ~~with~~risks ~~bio-degradable~~described ~~plastic,~~below ~~providing~~together it with ~~added~~all ~~strength and waterproofing. The bio-degradable plastic material can be coated on both sides~~ of the ~~paper~~other atinformation acontained ~~desired~~in ~~thickness~~this ~~level~~Report, ~~depending~~including on the ~~desired~~financial ~~specifications~~statements ~~for~~and the ~~product~~related ~~and~~notes, ~~its~~before ~~properties.~~deciding ~~The~~whether ~~coating~~to ~~layer~~purchase ~~can~~any beshares asof ~~thin~~our ascommon 0stock.03 mmIf ~~while~~any ~~providing~~of ~~sufficient~~the ~~strength~~following ~~and~~risks ~~durability~~occurs, ~~comparable~~our ~~with~~business, ~~that~~financial ofcondition ~~conventional~~or ~~packaging~~operating ~~materials.~~results ~~The~~could ~~minimal~~materially ~~amount~~suffer. ofIn ~~our~~that ~~bio-degradable~~event, ~~coating used in~~ the ~~production process~~trading ~~for~~price ~~the~~of ~~environmentally~~our ~~friendly~~common stock ~~floral~~could ~~sleeve~~decline and ~~wrapper~~you ~~makes~~may itlose ~~superior~~all inor ~~terms~~part of ~~cost~~your ~~and efficiency to other packaging solutions, which use~~investment.

~~The~~Risks ~~advantages~~Related ofto our ~~environmentally friendly floral sleeve and wrapper packaging solution in comparison to the conventional materials used, are as follows:~~Business

1.Our ~~Enhancements~~success ofdepends ~~functionality~~on ~~through~~our ~~increased~~management ~~strength~~team ofand ~~the~~other ~~packaging~~key ~~material~~personnel, ~~and~~the ~~elimination~~loss of any ~~color~~of ~~bleeding~~whom ~~through~~could ~~the~~disrupt ~~addition~~our ofbusiness ~~biodegradable~~operations ~~plastic~~and ~~layer~~have toa ~~the~~material ~~paper;~~adverse effect on our financial condition, operating results and growth prospects.

2Our success to date has been largely due to the contributions of our current management team, especially Chairman Zhiliang Fang. ~~Achievement~~The continued success of ~~total~~our ~~compostability~~business ~~and~~is ~~fulfillment~~very much dependent on the experience of the members ~~Reduce/Recycle/Reuse~~of ~~principle~~our ~~through~~management ~~use~~team ofand ~~recycled~~the ~~paper~~goodwill asthat ~~raw~~they ~~materials~~have developed in the ~~production~~industry to date. As a result, our continued success is dependent, to a large extent, on our ability to retain the services of our management team and key personnel. The loss of the services ~~environmentally~~of ~~friendly~~any ~~floral~~of ~~sleeve~~our management team or key personnel due to resignation, retirement, illness or otherwise without suitable replacement or the inability to attract and ~~wrapper;~~retain qualified personnel would have a material adverse effect on our operations and may reduce our profitability and the return on your investment. We do not currently maintain key man insurance covering our key personnel.

~~3. Elimination of harmful and non-compostable materials as unsustainable and uneconomical through the use of our cost-effective bio-degradable components.~~8

~~Expenses~~Increases in the manufacturers' prices for wine could adversely affect our business.

WeBecause ~~estimate~~we ~~that~~neither ~~the~~produce ~~further~~wine ~~development,~~nor ~~manufacture~~have any suppliers for whom we are the exclusive ~~and~~customer, ~~commercialization~~we have limited ability to control the cost of our ~~product~~products. WeAt ~~intend~~the tosame, ~~help~~time, ~~Mr.~~because Quof ~~apply~~the ~~and~~recent ~~pay~~rapid expansion of competition in the wine industry, we have only limited control over the prices that we charge our customers for ~~additional~~wine. ~~patent~~This disparity ~~fees~~in ifmarket ~~and~~power means that our gross margins will diminish when hemanufacturers isincrease intheir aprices and we are unable ~~position~~to pass along the increases to ~~apply~~our ~~for~~customer. ~~them~~Currently, induring the ~~future~~festivals such as the mid-autumn festival and ~~when~~the spring festival, wine producers usually increase their market prices, and our margins fall, because we ~~determine~~cannot itincrease isour inretail price without losing sales. To the ~~best~~extent ~~interests~~that ofthis situation increases in the ~~company~~future, toit docould sohave a significant adverse effect on our profitability.

WePoor ~~expect~~product toquality ~~spend~~could ~~approximately~~adversely ~~$20,000~~affect onour ~~patent applications~~relationship inwith ~~various~~our ~~countries for Mr~~customers. ~~Qu’s environmentally friendly floral sleeve and wrapper, and its improvements, if any, to protect and carry on the exclusive licensing agreement between the Company and Mr~~. Qu and in order to obtain similar licensing agreements covering any new patents or other intellectual property rights obtained by Mr. Qu. We also expect to spend $20,000 on an application for certification from the Biodegradable Products Institute.

~~During~~The ~~the~~quality ~~next~~of 12the ~~months~~wine ~~(beginning December 2012)~~ we ~~project~~sell ~~that~~can webe ~~may~~degraded ~~incur~~during ~~from~~production; ~~$200,000~~it tocan upalso tobe ~~approximately $625,000 in expenses to carry out our business plan. We will~~degraded ~~adjust~~during ~~our~~distribution ~~expenses~~- ~~based~~either onas ~~the~~a ~~amount~~result of ~~cash~~poor weproduction have available. We anticipate that we will spend approximately $20,000 to $40,000 on patent applications in various countries for Mr. Qu’s environmentally friendly floral sleeve and wrapper, and its improvements, if any, or ~~for~~storage ~~new products that we may develop~~techniques, if any, from $20,000 to $40,000 on certification applications to the Biodegradable Products Institute for our environmentally friendly floral sleeve and wrapper, $80,000 to $200,000 on the lease of production facilities/contract manufacturing or ~~the~~because ~~purchase~~ of a production facility and equipment, from $10,000 to $60,000 on marketing and advertising expenses, from $80,000 on general working capital expenses and $125,000 on administrative and overhead expensesadulteration. Until we have raised the $200,000 and acquired the production facility and equipment, we will contract with An Hui Jia Lian Plastic Packaging Factory to produce the products for us first for any orders we receive now. Also, we already started to talk with An Hui Jia for the purchasing of machinery.

6Although our company has established rigorous supply chain and terminal control measures for adulterated wine prevention, we have limited ability to test wine in the bottle. Our ability to detect and interdict degraded or adulterated wine is, therefore, limited. Distribution of poor wine under our distribution brand will adversely affect the company’s reputation and could significantly reduce sales. In addition, contamination of any of the Company’s wines could result in the need for a product recall, which could significantly damage the Company’s reputation for product quality. The Company does not presently maintain insurance against such risks and insurance may not be available at a price or on terms satisfactory to the Company.

~~Table~~Competition ofcould ~~Contents~~prevent us from achieving meaningful growth.

~~During~~The wine industry is intensely competitive, as the ~~next~~rapid ~~twelve~~growth ~~months~~in ofdemand ~~our~~for ~~operations~~wine in China has brought many new wineries and distributors into the market. The wine industry has also experienced significant consolidation in recent years, and many of the Company’s competitors have significantly greater capital resources than the Company. The weproducts distributed by the Company will realso compete with popular-~~evaluate~~priced ~~our~~generic ~~liquidity,~~wines ~~sales,~~and ifwith ~~any~~other alcoholic and nonalcoholic beverages, ~~product~~for ~~development~~shelf ~~plans~~space in supermarkets and ~~financial~~for ~~position~~the toattention ~~determine~~of ~~what~~professional ~~further~~organizations, ~~steps~~many of which carry extensive brand portfolios. If we ~~should~~are ~~take~~unable ~~toward~~to ~~the~~overcome ~~development~~competition orand ~~expansion~~establish ofa vibrant position in the Chinese wine market, our ~~business~~profits will not be adequate to assure shareholders a significant return on investment.

~~Marketing~~Problems in the production of fruit could increase our costs and reduce profitability.

~~The~~Wine ~~implementation~~making ofand ~~our~~fruit ~~marketing~~growing ~~plans~~are ~~depends on~~subject to a ~~combination~~variety of ~~factors~~agricultural risks. Various diseases and pests and extreme weather conditions can materially and adversely affect the quality and quantity of fruits available to the manufacturers, ~~such~~thereby asadversely affecting the ~~patent~~quality ~~protection~~and ~~held~~supply byof ~~Mr.~~the QuCompany’s inwines ~~potential~~and, ~~distribution~~consequently, ~~areas~~the success of its business, ~~classification~~financial condition and results of ~~our product~~operations. asIn ~~biodegradable~~addition, ~~our~~fruit growing requires adequate water supplies. A substantial reduction in fruit production ~~capabilities~~caused ~~and~~by ~~financial~~inadequate ~~resources~~water ~~necessary~~supplies towould ~~carry~~have ~~out~~a ~~our~~material ~~operation~~adverse ~~and~~effect ~~marketing~~on the Company’s ~~plan~~business. Finally, government regulations regarding fruit growing may cause the price of fruit to rise, which could reduce our profit margins.

WeGovernment ~~identified~~regulation ~~the~~could ~~following~~increase ~~primary target markets as the initial focus territories of~~ our ~~marketing plan:~~costs.

1The wine industry is subject to extensive regulation by government agencies and local authorities. These regulations are laws dictate such matters as licensing requirements, trade and pricing practices, permitted distribution channels, permitted and required labeling, advertising and relations with wholesalers and retailers. In addition, new regulations or requirements or increases in exercise taxes, income taxes, property and sales taxes and international tariffs, could materially adversely affect the ~~People’s~~financial ~~Republic~~results of ~~China~~the Company. The Company can provide no assurance that there will not be future legal or regulatory challenges to the industry, ~~including~~which ~~Hong~~could ~~Kong~~have a material adverse effect on the Company’s business, financial condition and ~~Macau;~~results of operations.

~~2. Japan; and~~9

3.Changing consumer perceptions of the ~~United~~health ~~States~~benefits of ~~America,~~wine ~~specifically~~consumption ~~the~~could reduce ~~State~~demand offor ~~California~~our products.

WeWhile ~~selected~~a ~~these~~number ~~areas~~of ~~since~~research ~~according~~studies tosuggest ~~our~~that various health benefits may result from ~~market~~the ~~research~~moderate consumption of alcohol, ~~the~~other ~~United~~studies ~~States~~suggest ~~and~~that ~~Japan~~alcohol ~~have~~consumption ~~two~~does ofnot ~~the~~have ~~largest~~any ~~flower~~health ~~markets~~benefits and may in fact increase the ~~world~~risk of stroke, ~~while~~cancer ~~China~~and isother ~~our~~illnesses. ~~production~~If an unfavorable report on alcohol consumption gains general ~~base~~support ~~for~~in ~~the~~China, ~~environmentally~~it ~~friendly~~could ~~floral~~have ~~sleeve~~a ~~and~~material ~~wrapper~~adverse ~~and~~effect on the ~~territory~~Company’s ~~where~~business, wefinancial ~~currently~~condition ~~have~~and results of operations.

The ~~Chinese~~lack ~~floriculture industry has to its advantage one~~ of ~~the~~expertise ~~largest plantation areas~~ in ~~the world as well as large worker supply~~U. ~~The industry has experienced a dramatic growth over the last thirty years~~S. ~~With~~GAAP ~~expansion~~among of the ~~middle~~staff ~~class, growth~~ of ~~consumer’s~~our ~~disposable~~finance ~~income~~department ~~in the country, and~~could ~~increased~~result ~~demand~~in ~~for~~errors ~~luxury~~in ~~consumer~~our ~~items, flower sales are consistently rising~~filings.

InThe ~~addition~~books toand ~~the~~records ~~great~~of ~~potential~~Fujian Tianfeihong Wine Co. Ltd., our operating entity, are maintained in accordance with bookkeeping practices that are customary in China. The financial statements of ~~its~~Fujian ~~domestic~~Tianfeihong ~~market~~Wine Co., Ltd. and Changshitong Information Consulting (Shenzhen) Co., Ltd. are prepared in accordance with accounting principles generally accepted in China. ~~presents~~The anstaff ~~attractive~~of ~~target~~our ~~marketing~~finance ~~area~~department, aswhich itprepares those financial statements, has ~~recently~~extensive ~~began~~experience with ~~taking~~Chinese ~~various~~GAAP, ~~measures~~but very limited experience with U.S. GAAP. Therefore, in order to ~~curb~~file with the ~~effects~~SEC consolidated financial statements prepared in accordance with U.S. GAAP, we have engaged an independent consultant who makes the adjustments to the financial statements of ~~environmental~~Fujian ~~pollution~~Tianfeihong Wine Co., Ltd. and Changshitong Information Consulting (Shenzhen) Co., Ltd. necessary to achieve compliance with ~~focus~~U.S. onGAAP, ~~building~~ then performs the consolidation required to produce the consolidated financial statements of China Tianfeihong Wine, Inc. Because that consultant, who is not present in our executive offices, is the only participant in the preparation of our financial statements possessing a ~~more~~familiarity ~~sustainable~~with ~~economy~~U.S. GAAP, there is a risk that the persons responsible for the initial classifications of the elements of our financial results will err in making those classifications, which will cause our reported financial statements to ~~maintain~~be ~~its~~erroneous. ~~current~~Any ~~growth~~such errors, besides being misleading to investors, could result in subsequent restatements, which could have an adverse effect on the ~~future~~perception of the Company among investors.

~~The~~Our ~~combination~~management ofhas ~~the~~no ~~abovementioned~~prior ~~factors,~~experience in managing and operating a public company. ~~together~~Any failure to comply with ~~its~~federal ~~geographic~~securities ~~proximity~~laws, rules or regulations could subject us to fines or regulatory actions, which may materially adversely affect our business, results of operations and financial condition.

~~Japan~~Our ismanagement ~~one~~has ofno prior experience managing and operating a public company and will rely in many instances on the ~~largest~~professional ~~floral~~experience ~~markets~~and advice of third parties, including our attorneys and accountants. Few members of our middle and top management staff were educated and trained in the Western system, and we may have difficulty hiring ~~world~~new employees in the PRC with ~~180~~such ~~flower~~training. ~~auction~~As ~~houses~~a result, we may experience difficulty in establishing management, legal and 85financial controls,~~000~~ ~~cut~~collecting ~~flower~~financial ~~nurseries~~data ~~across~~and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. Therefore, we may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404 of the ~~country~~Sarbanes-Oxley Act of 2002, as amended. ItThis iscould ~~only~~impact ~~superseded~~the reliability byof our financial statements and prevent us from complying with the ~~flower~~U.S. ~~production~~Securities and Exchange Commission ("SEC") rules and regulations. Failure to comply with any laws, rules, or regulations applicable to our business may result in ~~the~~fines ~~United~~or regulatory ~~States~~actions, ~~the~~which ~~State~~may materially adversely affect our business, results of ~~California~~operation, ~~where~~or ~~77%~~financial condition and could result in delays in developing of an active and liquid trading market for our common stock. To the ~~world’s~~extent ~~supply~~that the market place perceives that we do not have a strong financial staff and financial controls, the market for, and price of, ~~fresh~~our ~~flowers~~stock ismay be impaired.

1.Risks ~~The~~Related ~~European~~to ~~Union~~Doing ~~countries,~~Business ~~focusing~~in ~~specifically on~~ the ~~Netherlands, the United Kingdom, France and Germany;~~PRC

2.Fluctuations ~~Australia~~in ~~and~~exchange ~~New~~rates ~~Zealand;~~could adversely affect our business and the value of our securities

3The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. ~~Taiwan~~dollars and RMB. Appreciation or depreciation in the value of the RMB relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be exchanged into U.S. dollars as well as earnings from, ~~South~~and ~~Korea~~the value of, ~~Singapore~~any U.S. dollar-denominated investments we make in the future.

~~Marketing Channels~~10

WeSince ~~will~~July ~~work~~2005, ~~closely~~the ~~with~~RMB ~~all~~is ~~stakeholders~~no inlonger pegged to the ~~business~~ ~~and~~U.S. ~~community~~dollar. Although the People’s Bank of ~~our~~China ~~initial~~regularly ~~target~~intervenes in the foreign exchange market, ~~namely~~to ~~local~~prevent ~~and~~significant ~~municipal~~short-term ~~governments~~fluctuations ~~and~~in ~~legislature~~the exchange rate, ~~agricultural~~the ~~departments~~RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, ~~floriculture~~it ~~industrial~~is ~~associations~~possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and ~~enterprises~~lessen intervention in the foreign exchange market.

WeVery ~~will~~limited ~~focus~~hedging ontransactions ~~developing~~are ~~working~~available ~~relationships~~in China to reduce our exposure to exchange ~~with~~rate ~~the~~fluctuations. ~~following~~To ~~organizations~~date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the ~~floriculture~~availability ~~industry~~and ineffectiveness ~~marketing~~of ~~our~~these ~~environmentally~~transactions ~~friendly~~may ~~floral~~be ~~sleeves~~limited, and ~~wrappers:~~we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

1.Under ~~flower~~the ~~growers~~EIT Law, we may be classified as a ‘resident enterprise’ of China

2Under the New Income Tax Law, enterprises established outside the PRC whose "de facto management bodies" are located in the PRC are considered "resident enterprises" and their global income will generally be subject to the uniform 25% enterprise income tax rate. ~~flower~~On ~~logistic~~December ~~companies~~6, 2007, the PRC State Council promulgated the Implementation Regulations on the New Income Tax Law (the "Implementation Regulations"), which define "de facto management bodies" as bodies that have material and overall management control over the business, personnel, accounts and properties of an enterprise. In addition, a circular issued by the State Administration of Taxation on April 22, 2009 provides that a foreign enterprise controlled by a PRC company or a PRC company group will be classified as a "resident enterprise" with its "de facto management bodies" located within the PRC if the following requirements are satisfied:

3.(i) ~~flower~~the ~~auctioneers~~senior management and core management departments in charge of its daily operations function mainly in the PRC;

7(ii) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC;

~~Table~~(iii) its major assets, accounting books, company seals, and minutes and files of ~~Contents~~its board and shareholders' meetings are located or kept in the PRC; and

4.(iv) ~~supermarkets~~more than half of the enterprise's directors or senior management with voting rights reside in the PRC.

5Because the EIT Law, its implementing rules related policies are relatively new, no official interpretation or application of this new "resident enterprise" classification is available. ~~home~~Therefore, ~~centers~~it is unclear how tax authorities will determine tax residency based on the facts of each case.

6If the PRC tax authorities determine that we are a "resident enterprise" for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. ~~garden~~First, ~~stores~~we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the EIT Law and its implementing rules dividends paid to us from our PRC subsidiary would qualify as "tax-exempt income," we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to the new "resident enterprise" classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC stockholders and with respect to gains derived by our non-PRC stockholders from transferring our shares.

7If we were treated as a "resident enterprise" by PRC tax authorities, we would be subject to taxation in both the U.S. ~~retail~~and ~~florists~~China, and our PRC tax may not be creditable against our U.S. tax.

~~8. industry associations of flower growers and florists~~11

9.The ~~floral,~~PRC ~~home~~laws and ~~garden~~regulations ~~exhibitions~~governing our current business operations are sometimes vague and ~~shows~~uncertain. Any changes in such PRC laws and regulations may have a material adverse effect on our business.

~~Competition~~There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. We are required to comply with PRC laws and regulations. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our operations, financial condition, and business prospects.

~~The~~Inflation ~~market~~in ~~for~~the ~~disposable~~PRC ~~packaging~~could ~~products~~negatively ~~is competitive~~affect ~~and~~our ~~subject~~profitability ~~to frequent product introductions with improved price~~ and ~~or performance characteristics~~growth. We face competition from companies who provide disposable packaging products which are made from plastic, paper or polystyrene. Many of these companies have greater financial, research and development, marketing and sales resources, offer a broader product line, have better brand recognition and have a larger customer base than we do. We also face competition from companies who provide disposable packaging products which are made from bioplastics and other types of natural materials.

~~Although~~While at the ~~moment~~PRC economy has experienced rapid growth, wesuch ~~are~~growth ~~not~~has ~~aware~~been ofuneven ~~any~~among various sectors of the ~~above~~economy ~~companies~~and ~~making~~in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and ~~marketing~~rising ainflation. ~~biodegradable~~In ~~floral~~order ~~sleeve,~~to itcontrol isinflation ain ~~fact~~the ~~that~~past, ~~they~~the ~~can~~PRC ~~copy~~government ~~our~~has ~~idea~~imposed ~~once~~controls ~~our~~on ~~product~~bank ~~gets~~credits, limits on ~~the~~loans ~~market.~~for ~~That~~fixed ~~means~~assets ~~competition~~and ~~from~~restrictions ~~other~~on ~~potential~~state ~~manufacturers~~bank ~~will~~lending. ~~catch~~Such onan ~~soon~~austere ~~after~~policy ~~the~~can ~~debut~~lead to a slowing of economic growth, which may have an adverse effect on our ~~product~~business operations and financial condition.

~~However,~~Governmental ~~upon~~control ~~investigation~~of ~~and~~currency ~~analysis,~~conversion ~~we came to a conclusion that that the strongest competition we~~ may ~~face~~affect in the ~~floral~~value will most likely come from conventional low cost plastic and paper packaging materials rather from other environmentally friendly packaging products. Such conventional products include waxed paper and parchment paper. Parchment paper is coated with silicone to give it a non-stick, heat-resistant qualities, whereas waxed paper is coated with wax from soybeans or paraffin. These conventional materials however require a more complex manufacturing process and higher energy consumption than those used in production of ~~our~~your ~~product~~investment. Further, both wax and parchment paper cannot be sealed and formed into a floral sleeve or a similar packaging product, without use of glue, whereas our biodegradable plastic coated paper can be sealed with the use of heat pressure method, making it more cost efficient and environmentally friendly, as most industrial glues are harmful to the environment.

~~Many~~The ofPRC government imposes controls on the ~~packaging~~convertibility ~~producers~~of ~~with~~Renminbi, ~~which~~or weRMB, ~~will~~into ~~compete~~foreign ~~for~~currencies ~~financing~~ and, ~~advertising~~in ~~revenue~~certain ~~have~~cases, ~~greater~~the ~~financial~~remittance ~~and~~of ~~technical~~currency ~~resources~~out ~~than~~of ~~those~~the ~~available~~PRC. toWe ~~us.~~receive ~~Accordingly~~all of our revenues in RMB, which ~~these~~is ~~competitors~~currently ~~may~~not bea ~~able~~freely toconvertible ~~spend~~currency. ~~greater~~Shortages ~~amounts~~in onthe ~~such~~availability ~~matters~~of asforeign ~~website~~currency ~~development,~~may ~~content~~restrict ~~distribution,~~our ~~hiring~~ability ~~business~~to ~~development~~remit ~~personnel~~sufficient foreign currency to pay expenses and ~~informational~~dividends, ~~marketing~~or otherwise satisfy foreign currency dominated obligations. Under ~~This~~existing ~~advantage~~PRC ~~could~~foreign ~~enable~~exchange ~~prospective~~regulations, ~~investors~~payments toof ~~perceive~~current ~~that~~account ~~our~~items, ~~competitors~~including profit distributions, interest payments ~~represent~~and aexpenditures ~~more~~from ~~attractive~~the ~~investment~~transaction, ~~opportunity~~can ~~than~~be usmade ~~and~~in ~~reduce~~foreign currencies without prior approval from the ~~amount~~PRC State Administration of ~~financing~~Foreign weExchange, ~~are~~or ~~able~~SAFE, toby ~~secure~~complying with certain procedural requirements. ~~Similarly~~However, approval from appropriate governmental ~~such~~authorities ais ~~perception~~required ~~could~~where ~~adversely~~RMB ~~impact~~is ~~our~~to ~~ability~~be converted into foreign currency and remitted out of PRC to ~~generate~~pay ~~advertising~~capital ~~revenues~~expenses ~~from~~such as ~~our~~the ~~business~~repayment of bank loans denominated in foreign currencies.

InThe ~~the~~PRC ~~face~~government ofalso ~~competition,~~may weat ~~may~~its ~~not~~discretion berestrict ~~successful~~ access in ~~generating~~the ~~advertising~~future ~~revenue~~to ~~from~~foreign currencies ~~our~~for ~~product,~~current ~~and~~account wetransactions. ~~cannot~~If ~~provide~~the ~~any~~foreign ~~assurance~~exchange ~~that~~control wesystem beprevents ~~able~~us from obtaining sufficient foreign currency to dosatisfy ~~so.~~our ~~Despite~~currency ~~this~~demands, we ~~hope~~may not be able to ~~compete~~pay ~~successfully~~certain ~~by:~~of our expenses as they come due.

●Because ~~keeping~~our principal assets are located outside of the United States and all of our ~~costs~~directors ~~low;~~and all our officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. Federal securities laws against us and our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in the PRC.

●All ~~relying~~of onour directors and officers reside outside of the ~~strength~~United States. In addition, substantially all of our ~~management’s~~assets ~~contacts;~~are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. Federal securities laws against us in the courts of either the U.S. or the PRC and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in PRC courts. Further, it is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement against us or our officers and directors of criminal penalties, under the U.S. Federal securities laws or otherwise.

~~● using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.~~12

~~Intellectual~~Failure ~~Property~~to comply with the U.S. Foreign Corrupt Practices Act and Chinese anti-corruption laws could subject us to penalties and other adverse consequences.

We are required to comply the China’s anti-corruption laws and the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in China. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a ~~worldwide~~disadvantage. Although we inform our personnel that such practices are illegal, ~~exclusive~~we ~~license~~cannot ~~agreement~~assure you that our employees or other agents will not engage in such conduct for which ~~with~~we Mrmight be held responsible. ~~Guang~~If ~~Wei~~our Quemployees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations. ~~The~~ In addition, ~~license~~our ~~agreement~~brand and reputation, our sales activities or the price of our ordinary shares could be adversely affected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.

8We do not have liability business interruption, litigation or natural disaster insurance.

~~Table~~The insurance industry in China is still at an early stage of ~~Contents~~development. In particular PRC insurance companies offer limited business products. As a result, we do not have any business liability, disruption insurance or any other forms of insurance coverage for our operations in China. Any potential liability, business interruption, litigation or natural disaster may result in our business incurring substantial costs and the diversion of resources.

~~allows~~ Restrictions usunder toPRC ~~use~~law oron ~~cause~~our toPRC ~~be used Mr. Qu~~subsidiary’s ~~patent~~ ~~and~~ability ~~any~~to ~~improvements~~make dividends ~~in any manner~~ and ~~for~~other ~~any~~distributions ~~purpose~~could ~~whatsoever~~materially and ~~including,~~adversely ~~without~~affect ~~limiting~~our ~~the~~ability ~~generality of the foregoing,~~ to ~~manufacture~~grow, ~~distribute,~~make ~~market,~~investments ~~and~~or ~~sell~~complete ~~the environmentally-friendly floral sleeve and wrapper anywhere in the~~acquisitions ~~world~~that ~~during~~could ~~the~~benefit ~~Mr.~~our ~~Qu holds a patent on the environmentally-friendly floral sleeve and wrapper~~business, ~~which~~pay ~~granted~~dividends to ~~him~~you, byand ~~the State~~otherwise ~~Intellectual~~fund ~~Property~~and ~~Office~~conduct ofour ~~the People’s Republic of China under patent number CN201415829.~~businesses

~~There~~Substantially isall ~~currently~~of noour ~~effect~~revenues are earned by our PRC subsidiary. However, PRC regulations restrict the ability of ~~existing~~our orPRC ~~probable~~subsidiary to make dividend and other payments to its offshore parent company. PRC legal restrictions ~~governmental~~permit payments of dividends by our PRC subsidiary only out of its accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiary is also required under PRC laws and regulations to allocate at least 10% of our annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. Any limitations on the ability ~~Business~~of our PRC subsidiary to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

~~Costs and Effects of Compliance with Environmental Law~~13

~~There~~Failure ~~are~~to ~~currently~~comply nowith ~~costs~~PRC ~~and~~regulations ~~effects~~relating ofto ~~compliance~~the Foreign Exchange Registration ~~with~~for ~~environmental~~Overseas ~~law.~~Investment and Return Investment by PRC resident

~~Research~~In October 2005, SAFE issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and ~~Development~~Return Investment Through Special Purpose Companies by Residents Inside China, generally referred to as Circular 75. Circular 75 requires PRC residents to register with the competent local SAFE branch before establishing or acquiring control over an offshore special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic PRC assets originally held by those residents. Internal implementing guidelines issued by SAFE, which became public in June 2007 (known as Notice 106), expanded the reach of Circular 75 by (1) covering the establishment or acquisition of control by PRC residents of offshore entities which merely acquire “control” over domestic companies or assets, even in the absence of legal ownership; (2) adding requirements relating to the source of the PRC resident’s funds used to establish or acquire the offshore entity; covering the use of existing offshore entities for offshore financings; (3) covering situations in which an offshore SPV establishes a new subsidiary in China or acquires an unrelated company or unrelated assets in China; and (4) making the domestic affiliate of the SPV responsible for the accuracy of certain documents which must be filed in connection with any such registration, notably, the business plan which describes the overseas financing and the use of proceeds. Amendments to registrations made under Circular 75 are required in connection with any increase or decrease of capital, transfer of shares, mergers and acquisitions, equity investment or creation of any security interest in any assets located in China to guarantee offshore obligations, and Notice 106 makes the offshore SPV jointly responsible for these filings. In the case of an SPV which was established and which acquired a related domestic company or assets before the implementation date of Circular 75, a retroactive SAFE registration was required to have been completed before March 31, 2006; this date was subsequently extended indefinitely by Notice 106, which also required that the registrant establish that all foreign exchange transactions undertaken by the SPV and its affiliates were in compliance with applicable laws and regulations. Failure to comply with the requirements of Circular 75, as applied by SAFE in accordance with Notice 106, may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions. Any such failure could also result in the SPV’s affiliates being impeded or prevented from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to the SPV, or from engaging in other transfers of funds into or out of China.

ToWe ~~date~~have advised our shareholders who are PRC residents, as defined in Circular 75, to register with the relevant branch of SAFE, as currently required, in connection with their equity interests in us and our acquisitions of equity interests in our PRC subsidiary and affiliate. However, we cannot provide any assurances that their existing registrations have fully complied with, and they have made all necessary amendments to their registration to fully comply with, all applicable registrations or approvals required by Circular 75. Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how or whether SAFE will apply it to us, we cannot predict how it will affect our business operations or future strategies. For example, our present and prospective PRC subsidiary’s and affiliate’s ability to conduct foreign exchange activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance with Circular 75 by our PRC resident beneficial holders. In addition, such PRC residents may not ~~undertaken~~always ~~any~~be ~~research~~able to complete the necessary registration procedures required by Circular 75. We also have little control over either our present or prospective direct or indirect shareholders or the outcome of such registration procedures. A failure by our PRC resident beneficial holders or future PRC resident shareholders to comply with Circular 75, if SAFE requires it, could subject these PRC resident beneficial holders to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiary’s and affiliate’s ability to make distributions or pay dividends or affect our ownership structure, which could adversely ~~development~~affect our business and prospects.

~~Employees~~Risks Relating To The VIE Agreements

AsThe ofPRC ~~December~~government ~~31,~~may ~~2012,~~determine wethat ~~did~~the ~~not~~VIE ~~have~~Agreements ~~any~~are ~~full-time or~~not ~~part-time~~in ~~employees.~~compliance with ~~Our~~applicable ~~President,~~PRC ~~Chief Executive Officer~~laws, ~~Chief~~rules ~~Financial Officer, Secretary, Treasurer~~ and ~~director, Hong Yang, contributes approximately 80% of her full time to us~~regulations.

WeChangshitong ~~currently~~Consulting ~~engage~~provides ~~independent~~support ~~contractors in the areas of product development, marketing, accounting, legal~~ and ~~auditing~~consulting services. ~~We plan~~ to ~~hire~~Fujian ~~personnel on a full time~~Tianfeihong ~~basis~~pursuant ~~over~~to the ~~next~~VIE 12Contractual ~~months~~Agreements. Almost toall ~~assist~~economic inbenefits ~~the areas of consulting, marketing~~ and ~~other~~risks ~~services.~~arising Wefrom ~~anticipate~~Fujian ~~that our relationship~~Tianfeihong’s ~~with~~operations ~~these~~are ~~consultants~~transferred ~~will~~to beChangshitong ~~one~~Consulting ofunder ~~independent~~these ~~contractors~~agreements.

~~Reports to Security Holders~~14

WeThere are ~~not~~risks ~~required~~involved towith ~~deliver~~the anoperation ~~annual~~of ~~report to~~ our ~~security~~business ~~holders~~in ~~and~~reliance weon dothe ~~not~~VIE ~~intend~~Agreements, including tothe ~~send~~risk anthat ~~annual~~the ~~report~~VIE toAgreements ~~our~~may ~~security~~be ~~holders.~~determined ~~The~~by ~~public~~PRC ~~may~~regulators ~~read~~or ~~and~~courts ~~copy~~to ~~any materials~~be wenenforceable. Our ~~have~~PRC counsel ~~filed~~has ~~with~~provided ~~the~~a ~~Commission~~legal atopinion that the ~~SEC’s~~VIE ~~Public~~Agreements ~~Reference~~are ~~Room~~binding atand ~~100F~~enforceable ~~Street,~~under ~~NE.,~~PRC ~~Washington~~law, DCbut ~~20549, on~~has ~~official~~further ~~business~~advised that ~~days~~if ~~during~~ the ~~hours~~VIE ofAgreements 10were ~~a.m.~~for toany 3reason ~~p.m.~~determined ~~The~~to ~~public~~be ~~may~~in ~~obtain~~breach ~~information~~of onany ~~the~~existing ~~operation~~or offuture ~~the~~PRC ~~Public Reference~~laws ~~Room~~or byregulations, ~~calling~~ the relevant ~~Commission~~regulatory atauthorities ~~1-800-SEC-0330.~~would ~~The~~have ~~Commission~~broad ~~also~~discretion ~~maintains~~in andealing ~~Internet~~with ~~site~~such ~~at http://www.sec.gov that contains reports~~breach, ~~proxy and information statements, and other information regarding issuers that file electronically with the Commission.~~including:

~~Item~~● ~~1A.~~imposing ~~Risk~~economic ~~Factors~~penalties;

~~Please~~● ~~consider~~discontinuing ~~the~~or ~~following~~restricting ~~risk~~the ~~factors~~operations ~~before deciding~~of toChangshitong ~~invest~~Consulting inor ~~our~~Fujian ~~common stock.~~Tianfeihong;

~~Any~~● ~~investment~~imposing inconditions ~~our~~or ~~common~~requirements ~~stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained~~ in ~~this~~respect ~~Prospectus before deciding whether to purchase our common stock. The occurrence~~ of ~~any of~~ the ~~following~~VIE ~~risks~~Agreements ~~could~~with ~~harm~~which ~~our~~Changshitong ~~business.~~Consulting ~~You may lose part~~ or ~~all~~Fujian ofTianfeihong ~~your~~may ~~investment~~not ~~due~~be able to ~~any of these risks.~~comply;

~~This~~● ~~Prospectus~~requiring ~~also~~our ~~contains~~company ~~forward-looking~~to ~~statements that~~restructure ~~involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including~~ the ~~risks~~relevant ~~described~~ownership ~~below~~structure ~~and~~or ~~elsewhere in this Prospectus.~~operations;

~~RISKS~~● ~~RELATED~~taking TOother ~~OUR~~regulatory ~~BUSINESS~~or enforcement actions that could adversely affect our company’s business; and

1.● ~~There~~revoking ~~is no assurance that~~ the ~~market~~business ~~for biodegradable~~licenses ~~materials will grow~~ and/or wethe ~~may~~licenses ~~not~~or becertificates ~~able~~of toFujian ~~achieve~~Tianfeihong, and/or ~~sustain~~voiding ~~profitable~~the ~~operations~~VIE Agreements.

~~The~~Any ~~use~~ of ~~biodegradable~~these ~~packaging~~actions ~~materials,~~could ~~such as~~adversely inaffect ~~the~~our ~~environmentally~~ability ~~friendly~~to ~~floral~~manage, ~~sleeve~~operate and ~~wrapper~~gain the ~~product~~financial ~~instead~~benefits of ~~plastics~~Fujian ~~may~~Tianfeihong, bewhich ~~considered~~would have a ~~luxury~~material inadverse ~~certain segments~~impact ofon our ~~target~~business, ~~markets~~financial condition and results of operations.

9Our ability to control Fujian Tianfeihong under the VIE Agreements may not be as effective as direct ownership.

~~Table~~We conduct our business in the PRC and currently generate all of ~~Contents~~our revenues through the VIE Agreements. Our plans for future growth are based substantially on growing the operations of Fujian Tianfeihong. However, the VIE Agreements may not be as effective in providing us with control over Fujian Tianfeihong as direct ownership. The VIE Agreements do not provide us with day-to-day control over the operations of Fujian Tianfeihong. Under the current VIE arrangements, as a legal matter, if Fujian Tianfeihong fails to perform its obligations under these contractual arrangements, we may have to (i) incur substantial costs and resources to enforce such arrangements, and (ii) rely on legal remedies under PRC law, which we cannot be sure would be effective. Therefore, if we are unable to effectively control Fujian Tianfeihong, it may have an adverse effect on our ability to achieve our business objectives and grow our revenues.

InAs ~~order~~the ~~for~~VIE ~~the~~Agreements ~~market~~are ~~for~~governed ~~biodegradable~~by ~~materials to~~PRC ~~develop~~law, itwe ~~will~~would be ~~necessary~~required ~~for a portion of the population in our target markets~~ to ~~become~~rely ~~willing~~on toPRC ~~pay the cost associated~~law ~~with biodegradable materials, which may in some cases be higher than the cost associated with non-biodegradable materials, in order~~ to ~~obtain~~enforce ~~the related social benefits. At present~~ our ~~largest~~rights ~~market is projected to be in China. Although the economy of China is growing, the average income of the Chinese population remains far below that of European~~ and ~~American~~remedies ~~countries~~under ~~where biodegradable materials have developed a clientele~~them. ~~The~~PRC ~~conversion~~law ofmay ~~the~~not ~~Chinese~~provide ~~population~~us ~~from~~with ~~standard plastics to biodegradable materials will require~~ the ~~concerted~~same ~~efforts~~rights ~~of the biodegradable materials industry, provincial~~ and ~~national~~remedies ~~government,~~as ~~and~~are ~~popular~~available ~~opinion.~~in Ifcontractual adisputes ~~significant~~governed ~~portion~~by of the ~~Chinese~~law ~~population is not willing to pay the cost associated with biodegradable materials, the growth~~ of ~~our~~other ~~business will be hindered and we may not be able to achieve or sustain profitable operations~~jurisdictions.

2.The ~~Our~~VIE ~~lack~~Agreements ofare ~~generating~~governed ~~revenues~~by ~~from~~PRC ~~operations makes~~law itand ~~difficult~~provide for usthe resolution of disputes through the jurisdiction of the courts in the PRC. If Fujian Tianfeihong or its shareholders fail to ~~evaluate~~perform ~~our~~the ~~future~~obligations under ~~business~~the ~~prospects~~VIE ~~and~~Agreements, we would be required to ~~make~~resort ~~decisions~~to ~~based~~legal onremedies ~~those~~available ~~estimates~~under PRC law, including seeking specific performance or injunctive relief, or claiming damages. We cannot be sure that such remedies would provide us with effective means of ~~our~~causing ~~future~~Fujian Tianfeihong or its shareholders to meet their obligations, or recovering any losses or damages as a result of non-performance. ~~Investors~~Further, dothe legal environment in China is not ~~have~~as ~~historical~~developed ~~information~~as onin ~~which~~other jurisdictions. Uncertainties in the application of various laws, rules, regulations or policies in PRC legal system could limit our liability to ~~base~~enforce ~~their~~the ~~decisions~~VIE Agreements and protect our interests.

As of the date of this registration statement, we have not generated any significant revenues. Our business plan is still speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, we will ever generate revenues or profits, which makes it difficult to evaluate our business. Because of the uncertainties related to our lack of historical revenues from operations, we may be hindered in our ability to anticipate and timely adapt to fluctuations in sales volumes, revenues or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we may never generate revenues and may incur substantial losses, which may result in a decline in our stock price. Investors do not have historical information on which to base their decisions.15

3.The Wepayment ~~may~~arrangement ~~be unable to protect our proprietary and technology rights~~ under ~~our~~the ~~license~~VIE ~~agreement~~Agreements ~~with Mr. Qu and Mr. Qu~~ may ~~not~~ be ~~able~~challenged toby ~~protect his own proprietary rights pursuant to his patent. If~~ the ~~proprietary rights are not protected, then our competitors may copy our products and put us out~~PRC oftax ~~business, causing investors in our company to lose their entire investment~~authorities.

~~Our~~Any ~~success~~cash flow to our U.S. parent company will ~~depend~~derive infrom ~~part~~the onpayments ~~our~~we ~~ability~~receive pursuant to ~~protect~~the VIE Agreements. Currently, all of our ~~proprietary~~operations ~~rights~~reside ~~pursuant~~in the VIE, which is required to pay our ~~license~~wholly ~~agreement~~owned subsidiary, Changshitong ~~dated~~Consulting, 95% ~~March~~of 2the total annual net profit plus a monthly consulting fee of RMB 10,000 ~~2010~~(U.S.$1,634). We ~~with~~could ~~Mr.~~face Quadverse ~~and~~tax ~~Mr.~~consequences ~~Qu’s~~if ~~ability to~~the ~~protect~~PRC ~~his~~tax ~~own~~authorities ~~proprietary~~determine ~~rights~~that ~~pursuant~~the toVIE ~~his~~Agreements ~~patent~~were not entered into based on arm’s length negotiations. WeFor ~~intend~~example, toPRC ~~rely~~tax onauthorities ~~our~~may ~~license~~adjust ~~agreement~~our income and ~~Mr.~~expenses ~~Qu’s~~for ~~patent~~PRC tax purposes which tocould ~~protect~~result in our ~~proprietary~~being ~~rights.~~subject ~~However~~to higher taxes liability, ~~these~~or ~~measures~~cause ~~afford~~other ~~only~~adverse ~~limited~~financial ~~protection~~consequences.

~~The~~ITEM ~~means~~1B UNRESOLVED ~~available~~STAFF for protecting our or Mr. Qu’s proprietary rights may not be adequate. The system of laws and the enforcement of laws in China is not as certain in implementation and interpretation as in the United States. The Chinese judiciary is relatively inexperienced in enforcing corporate and commercial law, which leads to a higher than usual degree of uncertainty as to the outcome of any litigation. The inability to enforce or obtain a remedy for theft of Mr. Qu’s proprietary information or encroachment onto our rights pursuant to the license agreement would have a material adverse impact on our business operations, financial condition and results of operations.COMMENTS

IfNot ~~we or Mr~~Applicable. Qu fail to adequately protect the proprietary rights we depend on, our competitive prospects will be adversely affected. Despite our and Mr. Qu’s efforts to protect the proprietary rights, unauthorized parties may attempt to copy our products or aspects of them. If this happens, customers could choose those other products over ours and we could go out of business. This would cause investors in our company to lose their entire investment.

4.ITEM ~~Litigation or other proceedings or third-party claims of intellectual property infringement could require us to spend significant time and money, could prevent us from selling our products~~2. IfDESCRIPTION weOF ~~cannot sell our products, we will go out of business.~~PROPERTY

~~Our~~In ~~commercial~~June ~~success~~2009, ~~depends~~Fujian inTianfeihong ~~part~~signed ona ~~our~~lease ~~non-infringement of~~contract ~~the~~with ~~patents~~Tianzhang orZhu, ~~proprietary rights of third parties and the ability to protect our own intellectual property~~ pursuant to ~~our license~~which ~~agreement~~Fujian ~~with~~Tianfeihong ~~Mr.~~leased Qu599.26 ~~Third~~square ~~parties~~meters ~~may~~of ~~assert~~property ~~that~~located weat ~~are~~202, ~~employing~~2nd ~~their~~Floor, ~~proprietary~~Taian ~~technology~~Block, ~~without~~Licheng ~~authorization~~Road, Chengxiang ~~even~~District, ifFujian ~~we are not~~Province. ItThe istotal ~~possible~~lease ~~that~~fee ~~our~~for ~~manufacture, use and sale of our products may infringe on existing or future patents obtained by other parties. Regardless of~~ the ~~merits~~period offrom ~~any~~July ~~claim~~1, we2009 ~~could~~to ~~incur~~June ~~substantial~~30, ~~costs~~2017 ~~and~~is ~~divert the attention of our management and technical personnel in defending~~$290,433.

10In September, 2009, Fujian Tianfeihong signed a lease contract with Zongyuan Zhu. The lease was renewed in October 2014. The lease grants Fujian Tianfeihong the right to use the property located at No. 1600, Tai’an Block, Licheng Road, Chengxiang District, Fujian Province free of charge for a period ending on October 17, 2016.

~~Table~~ITEM of3. ~~Contents~~LEGAL PROCEEDINGS

~~ourselves against them~~None. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties. We may not be able to obtain such licenses at a reasonable cost, or at all. Furthermore, we could be prohibited from making, using or selling our products. In that event, we would encounter delays in supplying our product to the market. Defense of any lawsuit or failure to obtain any required licenses on favorable terms could prevent us from commercializing our products.If we are not able to sell our products, we will go out of business.

5.ITEM ~~We have no business insurance coverage~~4. ~~Therefore, any~~MINE ~~business~~SAFETY disruption, litigation or natural disaster will likely result in substantial costs and diversion of our resources. If we cannot devote all of our resources to the development of our business, our business will likely fail and our investors will lose their entire investment in our company.DISCLOSURES

~~The~~Not ~~insurance industry in China is at an early stage of development~~Applicable. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption in comparison to the cost of the insurance are such that it is not in the best interests of the company to acquire that insurance at this time. Therefore, any business disruption, litigation or natural disaster might result in substantial costs and diversion of our resources. If we cannot devote all of our resources to the development of our business, our business will likely fail and our investors will lose their entire investment in our company.

~~6. We will need a significant amount of capital to carry out our proposed business plan, and unless we are able to raise sufficient funds, we may be forced to discontinue our operations.~~16

InPART order to carry out our business plan we will require a significant amount of capital. We estimate that we will need approximately $625,000 to finance our planned operations and carry out our business plan during the next 12 months, which we must obtain through the sale of equity securities or from outside sources. In selling our equity securities, we will likely face competition from the selling shareholders named in this prospectus who will be selling the shares registered hereunder. Resales by our selling shareholders will not provide us with any capital.II

7.Market ~~Our officers and directors are engaged in other business activities and may not devote sufficient time to our affairs, which may prevent us from achieving or maintaining profitability.~~Information

~~Because~~Our ~~our~~common ~~officers~~stock ~~and~~is ~~directors,~~listed ~~who are responsible~~ for ~~our~~quotation ~~business~~on ~~activities,~~the ~~does~~OTCQB ~~not~~under ~~devote~~the ~~all~~symbol of“TFHW.” The ~~their~~following ~~working~~table ~~hours~~sets toforth ~~our~~for ~~management~~the ~~and~~respective ~~operation,~~periods weindicated ~~may~~the ~~not~~prices beof ~~able to implement our business plan in either~~ the ~~manner~~common westock, ~~intend~~as orreported atby the ~~speed we propose~~OTCQB. Such ~~Our~~prices ~~officers~~are ~~and~~based ~~directors~~on ~~have~~inter-dealer ~~other~~bid ~~obligations~~ and ~~commitments~~asked ~~which~~prices, ~~may~~without ~~cut~~markup, ~~into~~markdown, ~~the~~commissions, ~~amount~~or ofadjustments ~~time~~and ~~they are able to devote to our affairs, which~~ may ~~impact the pace of our~~not ~~growth~~represent ~~and~~actual ~~the progress of our development~~transactions.

Currently, Hong Yang, our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and director and contributes approximately 80% of her time to us. The effect of these circumstances may prevent us from achieving or maintaining profitability.

	Bid
Quarter Ending		High		Low
November 30, 2012	$	0.50	$	3.06
February 28, 2013	$	3.06	$	3.06
May 31, 2013	$	3.06	$	3.06
August 31, 2013	$	3.06	$	1.98

November 30, 2013	$	5.00	$	3.06
February 28, 2014	$	5.00	$	5.00
May 31, 2014	$	5.00	$	5.00
August 31, 2014	$	5.58	$	5.00

~~8. We may indemnify our director and officer against liability to us and our security holders, and such indemnification could increase our operating costs.~~Holders

~~Our~~As ~~Bylaws allow us to indemnify our director and officer against claims associated with carrying out the duties~~ of ~~her~~December ~~office.~~5, ~~Our~~2014 ~~Bylaws~~there ~~also~~were ~~allow~~582 usstockholders ~~to reimburse her for the costs~~ of ~~certain~~record ~~legal defenses. Since our officers and directors are aware that they may be indemnified for carrying out the duties~~ of ~~offices, they may be less motivated to meet the standards required by law to properly carry out such duties, which could increase~~ our ~~operating costs. Further, if our officers and directors files a claim against us for indemnification, the associated~~common ~~expenses could also increase our operating costs~~stock.

11Dividends

~~Table~~We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our board of ~~Contents~~directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

9PRC regulations restrict the ability of our PRC subsidiary to make dividends and other payments to its offshore parent company. ~~Recent~~PRC ~~economic~~legal ~~events~~restrictions permit payments of dividends by our PRC subsidiary only out of its accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and ~~conditions~~regulations. ~~may~~Our PRC subsidiary ~~adversely~~is ~~affect~~also required under PRC laws and regulations to allocate at least 10% of our ~~access~~annual after-tax profits determined in accordance with PRC GAAP to ~~additional~~a statutory general reserve fund until the amounts in said fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. Restrictions under PRC law on our PRC subsidiary's ability to make dividends and other distributions prevent or limit our ability to pay dividends.

~~Since~~Equity ~~2006,~~Compensation U.S. credit markets have experienced disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, sub-prime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities. These problems led to a slow-down in residential housing market transactions, declining housing prices, delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions caused a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. These disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital may not be available on terms acceptable to us or at all.Plans

The ~~recent~~information ~~unprecedented~~set ~~events~~forth in ~~global financial markets have had a profound impact on~~ the ~~global~~table ~~economy.~~below ~~Many~~regarding ~~industries~~equity ~~are~~compensation ~~impacted~~plans ~~by these market conditions. Some of the~~(which ~~key impacts of the current financial market turmoil~~ include ~~contraction~~individual incompensation ~~credit~~arrangements) ~~markets~~was ~~resulting~~determined inas ~~a widening~~ of ~~credit~~August ~~risk~~31, ~~devaluations~~ ~~and high volatility in global equity, commodity and foreign exchange markets, and a lack of market liquidity~~2014. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect our Company’s growth and profitability. Specifically:

~~● the global credit/liquidity crisis could impact the cost and availability of financing and our Company’s overall liquidity;~~17

● volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders.......	0	N.A.	0
Equity compensation plans not approved by security holders......	0	N.A.	0
Total..............	0	N.A.	0

●(e) ~~the~~Sale ~~devaluation and volatility~~ of ~~global~~Unregistered ~~stock markets impacts the valuation of our Company’s equity securities.~~Securities

~~These~~China ~~factors~~Tianfeihong ~~could~~Wine, ~~have~~Inc. adid ~~material~~not ~~adverse~~ effect on ~~our~~any ~~Company’s~~unregistered ~~financial~~sales ~~condition~~of ~~and~~equity ~~results~~securities during ofthe ~~operations~~quarter ended August 31, 2014.

~~RISKS~~(f) ~~RELATED~~Repurchase TOof ~~COUNTRY~~Equity Securities

10China Tianfeihong Wine, Inc. ~~There~~did ~~are~~not ~~risks~~repurchase ~~related~~any toof ~~doing~~its ~~business~~equity securities that were inregistered ~~China~~under ~~given~~Section an12 ~~uncertain~~of ~~regulatory~~the ~~environment~~Securities Act during the quarter ended August 31, 2014.

~~Uncertainty~~ITEM in the state regulatory environment in China such as in the field of corporate financial and investment and fund raising activities may expose us to unexpected liability exposure and possibly even penalties6. WeSELECTED ~~finance~~FINANCIAL our operations through equity and debt financings. China has an evolving regulatory environment as to what is permitted and often new regulations are adopted to regulate certain areas where there were no regulations before. As a result, we may be exposed to unforeseen risks of violating rules that did not exist. Such risks apply to all aspects of our operation. In case we are found to be in such violation, we could be subjected to monetary and other unexpected penalties. This may in turn have an impact on our results of operation and the value of shares of our common stock.DATA

~~11.~~Not ~~China’s Economic Policies could affect our business~~applicable.

~~Substantially~~ITEM ~~all of our assets are located in the China and substantially all of our revenue will be initially derived from our operations in China~~7. ~~Accordingly,~~MANAGEMENT’S ~~our~~DISCUSSION ~~results of~~AND ~~operations~~ANALYSIS ~~and~~OF ~~prospects~~FINANCIAL ~~are~~CONDITIONS ~~subject,~~AND toRESULTS aOF significant extent, to economic, political and legal developments in China. While Chinese economy has experienced significant growth in the past 20 years, such growth has been uneven geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of China, but some measures may have a negative effect on us. For example, ourOPERATIONS

12Overview

~~Table~~We conduct our operations through our consolidated affiliate, Fujian Tianfeihong Wine, Co., Ltd. (hereinafter referred to as “Fujian Tianfeihong”). Fujian Tianfeihong, founded in April 2009, is primarily engaged in distributing a wide variety of ~~Contents~~fruit wine, including green plum wine, loquat wine, olive wine, and pomegranate wine, to supermarkets and liquor stores. The headquarters of Fujian Tianfeihong are located at 1600Tai'an Block, Licheng Road, Chengxiang District, Putian City, Fujian Province, China.

~~operating~~Our ~~results~~U.S ~~and~~parent ~~financial~~corporation ~~condition~~was incorporated ~~may~~in bethe state of Delaware on July 28, ~~adversely~~2005. ~~affected~~Since byits inception and until its acquisition of Fanwei Hengchang, the ~~government~~Company ~~control~~was ~~over~~a ~~capital~~development ~~investments~~stage orcompany ~~changes~~without insignificant assets ~~tax~~or ~~regulations~~any revenue.

~~The~~On ~~economy~~December of30, ~~China~~2013, ~~has~~we ~~been~~completed ~~changing~~a ~~from~~reverse acquisition transaction through a ~~planned~~share ~~economy~~exchange towith athe ~~more~~stockholders ~~market-oriented~~of ~~economy.~~Fanwei InHengchang ~~recent~~Co., ~~years~~Ltd. ~~the~~(BVI) ~~Chinese~~(“Fanwei ~~government~~Hengchang”), ~~has~~whereby ~~implemented~~we ~~measures~~acquired ~~emphasizing~~100% of the ~~utilization~~ outstanding shares of ~~market~~Fanwei ~~forces~~Hengchang ~~for~~in ~~economic~~exchange ~~reform,~~for ~~the~~a ~~reduction~~total of ~~state~~32,000,000 ~~ownership~~shares of ~~productive~~our ~~assets~~common stock, ~~and~~representing ~~the~~93.03% of ~~establishment~~our ofissued ~~corporate governance~~and inoutstanding ~~business~~shares ~~enterprises;~~of ~~however,~~common stock. As a ~~substantial~~result ~~portion~~ of ~~productive~~the ~~assets~~reverse inacquisition, ~~China~~Fanwei ~~are~~Hengchang ~~still~~became our wholly-owned bysubsidiary and the ~~Chinese government.~~former InFanwei ~~addition,~~Hengchang ~~the~~stockholders ~~Chinese~~became ~~government~~our ~~continues~~controlling tostockholders. ~~play~~The ashare ~~significant~~exchange transaction ~~role~~was intreated ~~regulating~~as ~~industry~~a ~~development~~reverse byacquisition, ~~imposing industrial~~with ~~policies.~~Fanwei ItHengchang ~~also~~as ~~exercises~~the ~~significant~~acquirer ~~control~~and ~~over~~the Company as the ~~China’s~~acquired ~~economic~~party for ~~growth~~accounting ~~through~~purposes. Unless the ~~allocation~~context ofsuggests ~~resources~~otherwise, when we refer in this report to business and financial information ~~the~~for ~~control~~periods ofprior ~~payment~~to the consummation of ~~foreign~~the ~~currency-denominated~~reverse ~~obligations~~acquisition, ~~the~~we ~~setting~~are ofreferring ~~monetary~~to ~~policy~~the business and ~~the~~financial ~~provision~~information of ~~preferential~~ ~~treatment~~Fanwei toHengchang ~~particular~~and ~~industries~~its orconsolidated ~~companies~~subsidiaries and variable interest entity.

~~12.~~As ~~The~~a ~~fluctuation~~result of our acquisition of Fanwei Hengchang, we now own indirectly all of the issued ~~Renminbi~~and ~~may~~outstanding ~~materially~~capital stock of Changshi Tongrong, which in turn owns all of the issued and outstanding capital stock of Changshitong Consulting. In addition, we effectively and ~~adversely~~substantially ~~affect~~control ~~your~~Fujian ~~investment~~Tianfeihong through a series of agreements between Changshitong Consulting and Fujian Tianfeihong and its stockholders.

The value of the Chinese Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the China’s political and economic conditions. Any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from any future offerings of our common stock into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our shares of common stock or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of the Renminbi we convert would be reduced. Any significant devaluation of Renminbi may reduce our operation costs in U.S. dollars but may also reduce our earnings in U.S. dollars. In addition, the depreciation of significant U.S. dollar denominated assets could result in a charge to our income statement and a reduction in the value of these assets.18

~~Since~~Fanwei ~~1994,~~Hengchang ~~China~~was ~~has~~established ~~pegged~~in the ~~value~~British ofVirgin ~~the~~Islands ~~Renminbi to~~on ~~the~~May ~~U.S.~~29, ~~dollar~~2013. It is Wea doholding ~~not~~company ~~believe~~whose ~~that~~sole ~~this~~asset ~~policy~~is ~~has~~the ~~had~~capital astock ~~material~~of ~~effect~~Changshi onTongrong ~~our~~Limited ~~business.~~(Hong ~~There~~Kong), ~~can~~a beholding nocompany ~~assurance that~~established ~~Renminbi~~in ~~will~~Hong ~~not~~Kong beon ~~subject~~August to10, ~~appreciation.~~2012 Wewhose ~~may~~sole ~~not~~asset beis ~~able~~the toregistered ~~hedge~~equity ~~effectively~~of ~~against~~Changshitong ~~Renminbi~~Information ~~appreciation~~Consulting (Shenzhen) Co., Ltd. so(“Changshitong ~~there~~Consulting”). ~~can be~~Changshitong noConsulting ~~assurance~~was ~~that~~established ~~future~~by ~~movements~~Changshi inTongrong ~~the~~as ~~exchange~~a ~~rate~~wholly offoreign owned ~~Renminbi~~enterprise ~~and~~(the ~~other~~“WFOE”) ~~currencies~~in ~~will~~the ~~not~~People's ~~have~~Republic anof ~~adverse~~China ~~effect~~(“PRC”) on ~~our~~ ~~financial~~September ~~condition~~23, 2013.

InFor ~~addition~~accounting purposes, ~~there~~the ~~can~~acquisition beof nothese ~~assurance~~entities ~~that~~has webeen treated as a recapitalization ~~will~~with beno ~~able~~adjustment to ~~obtain~~the ~~sufficient~~historical ~~foreign~~basis ~~exchange~~of totheir ~~pay~~assets ~~dividends~~and orliabilities. The ~~satisfy~~restructuring ~~other~~has ~~foreign~~been ~~exchange~~accounted ~~requirements~~for using the “as if” pooling method of accounting and the operations were consolidated as if the restructuring had occurred as of the beginning of the earliest period presented in our consolidated financial statements and the ~~future~~current corporate structure had been in existence throughout the periods covered by our consolidated financial statements.

~~13.~~Contractual ItArrangements ~~may~~with ~~be difficult to enforce judgments or bring actions outside the United States against~~ our ~~Company~~Controlled ~~and~~Consolidated ~~our~~Affiliate ~~directors~~ and ~~officers.~~its Stockholders

ItOn ~~may~~November be26, ~~difficult~~2013, prior to ~~effect service of process and enforcement of legal judgments upon our Company and our officers and directors because they reside outside~~ the ~~United~~reverse ~~States. As~~acquisition ~~our~~transaction, ~~operations~~Changshitong ~~are presently based in China~~ Consulting and ~~our~~Fujian ~~key~~Tianfeihong ~~director~~ and ~~officer~~its ~~resides outside the United States~~shareholders, ~~service~~Jinxiang ofFang ~~process on our directors~~ and ~~officers~~Zhiliang ~~may~~Fang, beentered ~~difficult~~into toa ~~effect~~series ~~within the United States. Also, substantially all~~ of ~~our~~agreements ~~assets~~(the ~~are located~~“VIE ~~outside~~Agreements”) ~~the~~pursuant ~~United~~to ~~States~~which ~~and~~Fujian ~~any~~Tianfeihong ~~judgment~~became ~~obtained~~Changshitong Consulting’s incontractually ~~the~~controlled affiliate. ~~United~~The ~~States~~VIE ~~against~~Agreements ~~us may not be enforceable outside the United States.~~included:

~~RISKS~~(1) ~~RELATED~~an TOExclusive ~~THE~~Technical ~~MARKET~~Service ~~FOR~~and ~~OUR~~Business ~~STOCK~~Consulting Agreement between Changshitong Consulting and Fujian Tianfeihong pursuant to which Changshitong Consulting is to provide technical support and consulting services to Fujian Tianfeihong in exchange for (i) 95% of the total annual net profit of Fujian Tianfeihong plus (ii) RMB10,000 per month (U.S.$1,627)

14(2) a Call Option Agreement among Zhiliang Fang and Jinxiang Fang (together referred to as “Fujian Tianfeihong Stockholders”) and Changshitong Consulting under which the Fujian Tianfeihong Stockholders have granted to Changshitong Consulting the irrevocable right and option to acquire all of the equity interests in Fujian Tianfeihong to the extent permitted by PRC law. ~~Because~~If ~~there~~PRC islaw nolimits ~~public~~the ~~trading~~percentage ~~market for~~of ~~our~~Fujian ~~common~~Tianfeihong ~~stock~~that Changshitong Consulting may purchase at any time, ~~you~~then Changshitong Consulting may ~~not~~repeatedly exercise its option in such increments as may be ~~able~~allowed toby ~~resell~~PRC ~~your~~law. ~~shares~~The exercise price of the option is RMB1.00 ($0.16) or the minimum price permitted by PRC laws if at that time there are any PRC laws regulating the minimum price. The Fujian Tianfeihong Stockholders agreed to refrain from taking certain actions which might harm the value of Fujian Tianfeihong or Changshitong Consulting’s option;

~~There~~(3) isa ~~currently~~Proxy noAgreement ~~public~~by ~~trading~~Zhiliang ~~market for our common stock. Therefore~~Fang, ~~there~~Jinxiang ~~is no central place~~Fang, ~~such~~Changshitong asConsulting ~~stock~~and ~~exchange~~Fujian orTianfeihong ~~electronic~~pursuant ~~trading~~to ~~system,~~which tothe ~~resell~~Fujian ~~your~~Tianfeihong ~~shares. If~~Stockholders ~~you~~authorize doChangshitong ~~wish~~Consulting to ~~resell~~designate ~~your~~someone ~~shares, you will have~~ to ~~locate~~exercise aall ~~buyer~~of ~~and~~their ~~negotiate~~stockholder ~~your~~decision ~~own~~rights ~~sale.~~with Asrespect ~~a result, you may be unable~~ to ~~sell~~Fujian ~~your~~Tianfeihong; ~~shares, or you may be forced to sell them at a loss.~~and

We(4) ~~intend~~a toShare ~~apply~~Pledge toAgreement ~~have~~among ~~our~~Zhiliang ~~common~~Fang ~~stock~~and ~~quoted on~~Jinxiang Fang, Fujian Tianfeihong, and Changshitong Consulting under which the ~~OTC~~Fujian ~~Bulletin~~Tianfeihong ~~Board.~~Stockholders ~~This~~pledge ~~process~~all ~~takes~~of attheir ~~least~~equity 60in ~~days~~Fujian Tianfeihong to Changshitong Consulting to guarantee Fujian Tianfeihong’s and its stockholders’ performance of their obligations under the ~~application~~Exclusive ~~must~~Technical beService ~~made~~and onBusiness ~~our~~Consulting ~~behalf~~Agreement, bythe aCall ~~market~~Option ~~maker. If~~Agreement ~~our~~and ~~common~~the ~~stock~~Proxy Agreement.

13The accounting effect of the VIE Agreements between Changshitong Consulting and Fujian Tianfeihong is to cause the balance sheets and financial results of Fujian Tianfeihong to be consolidated with those of Changshitong Consulting, with respect to which Fujian Tianfeihong is now a variable interest entity.

~~Table~~Results of ~~Contents~~Operations

~~becomes~~The ~~listed~~following ~~and~~table asets ~~market~~forth ~~for~~key ~~the~~components ~~stock~~of ~~develops, the~~our ~~actual~~results ~~price~~ of ~~our~~operations ~~shares~~during ~~will~~the year beended ~~determined~~Aug by31, ~~prevailing~~2014 ~~market~~and ~~prices~~2013, atand the ~~time~~percentage ofchanges ~~the~~between ~~sale~~2014 and 2013.

We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the Selling Security Holders.19

15. We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.

	August 31,			August 31,
	2014			2013			Change
	(US $)			(US $)			%

Revenue	$	7,469,997		$	8,681,546		$	(14	)%
Cost of Sales		(5,019,086	)		(5,660,269	)		(11	)%
Gross profit		2,450,911			3,021,277			(23	)%
Selling and marketing expenses		838,339			889,005			(5	)%
General and administrative expenses		298,548			295,841			1	%
Total operating expenses		1,136,887			1,184,846			(4	)%
Income from operations		1,314,024			1,836,431			(28	)%
Other income		17,350			11,941			45	%
Income before provision for income taxes		1,331,374			1,848,372			(28	)%
Provision for income taxes		332,871			468,033			(29	)%
Net income		998,503			1,380,339			(28	)%
Less: Non controlling interests		49,535			49,820			(1	)%
Net income attributable to common stockholders	$	948,968		$	1,330,519			(29	)%
Comprehensive income:
Net income	$	998,503		$	1,380,339			(28	)%
Foreign currency translation adjustment		79,393			94,704			(16	)%
Total comprehensive income	$	1,077,896		$	1,475,043			(27	)%

WeSales. Our ~~intend~~sales decreased to ~~retain~~$7,469,997 ~~our~~for ~~earnings~~the year ended August 31, if2014 ~~any~~from $8,681,546 tofor ~~support operations~~the ~~and~~year toended ~~finance~~August 31, 2013, a decline of 14%. The primary cause of the ~~growth~~decline ~~and~~was ~~development~~the overall depressed condition of ~~our~~the ~~business~~Chinese wine market. WeThe ~~have~~rapid ~~never~~growth ~~paid~~of ~~dividends~~the ~~and~~middle doclass ~~not~~in ~~intend~~China toduring ~~pay~~the ~~any~~past two decades led ~~dividends~~to ~~for~~a ~~the~~surge ~~foreseeable~~in ~~future~~wine consumption, which was considered fashionable. ToThe surge led to the ~~extent~~introduction ~~that~~of wemany ~~may~~new ~~require~~wine ~~additional~~manufacturers and ~~funding~~distributors ~~currently~~into ~~not~~the ~~provided~~market, ~~for~~which incaused ~~our~~intense ~~financing plan~~price competition. Recently, ~~our~~however, ~~funding~~demand ~~sources~~for ~~may~~wine ~~prohibit~~has diminished, as the ~~declaration~~fashion ofhas ~~dividends~~lost some appeal. ~~Because~~This wecombination doof ~~not~~enhanced ~~intend~~competition toand ~~pay~~diminished ~~dividends,~~demand ~~any~~were ~~gain~~both onreflected ~~your~~in our results ~~investment~~for ~~will~~fiscal ~~need~~2014, toduring ~~result~~which ~~from~~we anrealized ~~appreciation~~a 14% decrease in the average selling price per case of ~~our~~wine ~~common~~from ~~stock~~$50.98 ~~There~~in ~~will~~fiscal ~~therefore~~year 2013 beto ~~fewer~~$43.87 ~~ways~~in fiscal year 2014, and a 3% decrease in ~~which you~~the ~~are~~quantity ~~able~~of cases sold (excluding cases given as rewards to ~~make~~distributors) from a170,289 ~~gain~~in onfiscal ~~your~~year ~~investment.~~2013 to 165,997 in fiscal year 2014

16Gross Profit. Our ~~Because~~cost ~~our~~of ~~key~~sales ~~officer~~primarily ~~and~~consists ~~director~~of ~~will~~the cost for ~~own~~wine ~~more~~purchases ~~than~~and ~~87%~~the VAT surcharge. Unfortunately, the factors discussed above that have depressed the retail price of ~~our~~wine in ~~issued~~China ~~and~~have ~~outstanding~~not ~~common~~reduced ~~stock~~the ~~after~~prices ~~our~~at ~~initial~~the ~~offering~~wineries, ~~she~~which ~~will~~remain ~~retain~~high ~~control~~due to the high cost of usfruit. ~~and~~Our beunit ~~able~~box purchase price increased by 2% to ~~elect~~the ~~our~~$26.34 ~~directors~~for the year ended August 31, 2014 from $25.79 ~~You~~for ~~therefore~~the ~~may~~year ~~not~~ended beAugust ~~able~~31, 2013, As the result, our gross margin decreased to ~~remove~~33% ~~her~~for asthe ayear ~~director~~ended August 31, ~~which~~2014 ~~could~~from ~~prevent~~35% usfor ~~from~~the ~~becoming~~year ~~profitable~~ended August 31, 2013.

~~Hong~~Our ~~Yang,~~gross margin is also affected by our ~~President~~marketing promotions. To stimulate new distribution channels, ~~Chief~~Fujian ~~Executive~~Tianfeihong ~~Officer~~has been aggressively offering rewards to customers, so that when the customer contracts to purchase ~~Chief~~a ~~Financial~~certain ~~Officer~~amount, ~~Principal~~we ~~Accounting~~give ~~Officer,~~the ~~Secretary,~~customer ~~Treasurer~~a ~~and~~certain ~~sole~~amount ~~Director,~~of ~~has~~free ~~sole~~goods. ~~control~~These ~~over~~rewards ~~12,500,000~~are recorded as an additional cost of sales. ~~shares,~~Rewards ~~which~~added is$496,740 ~~approximately~~to ~~87%~~cost of ~~our~~revenue ~~issued~~during the year ended August 31, 2014 and ~~outstanding~~$553,302 ~~common~~during ~~stock~~the year ended August 31, 2013.

~~Because~~Impact Msof Exchange Rates. In ~~Hong~~preparing ~~owns~~our ~~and~~financial ~~controls~~statements ~~approximately~~for ~~87%~~inclusion ofin our ~~issued~~SEC ~~and outstanding common stock~~filings, ~~she~~we ~~will~~translate bethe ~~able~~elements toof ~~elect~~our ~~all~~statements of ~~our~~income ~~directors~~from ~~and~~Chinese ~~control~~Renminbi ~~our~~to ~~operations~~U.S. ~~She~~Dollars using ~~may~~the ~~have~~average anexchange ~~interest~~rate induring ~~pursuing~~the ~~activities~~reporting ~~and~~period. ~~transactions that involve significant risks; for example~~Accordingly, ~~she~~our ~~could cause us~~ year-to ~~enter~~-year ~~into~~comparisons ~~strategic~~may ~~partnerships~~be ~~that~~influenced ~~create~~by ~~indebtedness.~~changes in ~~She~~the ~~may~~average ~~also~~exchange ~~acquire~~rate, ~~and~~resulting ~~hold interests~~ in ~~businesses~~increases ~~that compete either directly~~ or ~~indirectly~~decreases ~~with~~that ~~us.~~do Ifnot ~~Ms.~~reflect ~~Hong~~actual ~~fails~~changes ~~to act~~ in ~~our~~operating ~~best~~results. ~~interests~~The exchange orrates ~~fails~~used to ~~adequately~~translate ~~manage~~Renminbi ~~our~~into ~~operations, you~~Dollars ~~may have difficulty removing her as a director, which could prevent us from becoming profitable.~~were:

~~17. The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.~~20

Given our lack of revenues and the doubtful prospect that we will earn significant revenues in the next several years, we will require additional financing of at least approximately $200,000 to fund our operations and planned activities for the next 12 months (beginning December 31, 2012). If possible, we intend to obtain financing of up to $425,000 in addition to the initial $200,000 that we plan to obtain. Our efforts to acquire financing will likely require us to issue additional equity securities, which will result in dilution to our existing stockholders. In short, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the market price for our common stock.

	August 31, 2014		August 31, 2013

Consolidated balance sheet items, except for stockholders’ equity, as of the year end		0.1625		0.1622
Amounts included in the statements of income, statement of changes in stockholders’ equity and statements of cash flows for the year		0.1627		0.1599

18Selling expenses. Our ~~Because~~selling expenses decreased by 5% to $838,339 for the ~~SEC~~year ~~imposes~~ended ~~additional~~August ~~sales~~31, 2014 from $889,005 for the year ended August 31, 2013, primarily due to a decrease of $44,320 in ~~practice~~transportation ~~requirements~~expenses onas ~~brokers~~a ~~who~~result ~~deal~~of the decrease in ~~shares~~sales. Our selling expenses primarily consist of ~~penny~~transportation ~~stocks~~expenses, marketing ~~some~~expenses ~~brokers~~and ~~may~~expenses beincurred ~~unwilling~~for tosales ~~trade~~function, ~~our~~such ~~securities~~as salaries, travel expenses, entertainment and rent. ~~This~~Selling ~~means~~expenses ~~that~~remain ~~you~~high ~~may~~relative ~~have~~to ~~difficulty~~revenue, ~~reselling~~as ~~your~~we ~~shares,~~continue ~~which~~to ~~may~~aggressively ~~cause~~pursue ~~the~~an ~~value~~expanded ofmarket. ~~your~~We ~~investment~~are currently reviewing our marketing program, however, to ~~decline~~determine whether revisions to our marketing would make the program more effective.

~~Our~~General ~~shares~~and ~~are~~administrative ~~classified~~expenses. Our asgeneral ~~penny stocks~~ and ~~are~~administrative ~~covered by section 15~~(g“G&A”) ofexpenses ~~the~~increased ~~Exchange~~by ~~Act~~1%, ~~which~~to ~~imposes~~$298,548 ~~additional~~for ~~sales practice requirements on broker-dealers who sell our securities in this offering or in~~ the ~~aftermarket.~~year ~~For~~ended ~~sales~~August ~~of our securities~~31, ~~broker-dealers~~2014 ~~must~~from ~~make~~$295,841 afor ~~special~~year ~~suitability~~ended ~~determination~~August ~~and~~31, ~~receive~~2013. aOur ~~written~~G&A ~~agreement~~expenses ~~from~~primarily ~~you~~consist ~~prior to making a sale on your behalf. Because~~ of ~~the~~office ~~imposition~~expenses, ofentertainment ~~the foregoing~~expenses, ~~additional~~travel ~~sales~~expenses, ~~practices~~depreciation expenses, itrent isand ~~possible~~salaries. ~~that~~The ~~broker-dealers~~change ~~will~~in ~~not~~G&A ~~want~~expenses tooccurred ~~make a market~~ in ~~our~~all ~~common~~categories, ~~stock. This could prevent you from reselling your shares~~ and ~~may~~was ~~cause~~not ~~the~~attributable ~~value of your investment~~ to ~~decline~~any single situation.

14Other income. Our other income consisted entirely of interest income earned on our bank balances. Due to the increase in our cash position and a modest increase in prevailing interest rates, interest income increased to $17,350 for the year ended August 31, 2014 from $11,941 for the year ended August 31, 2013.

~~Table~~Provision for income tax. Due to the 28% decrease in our pre-tax income, our provision for income tax decreased to $332,871 for the year ended August 31, 2014 from $468,033 for the year ended August 31 31, 2013, representing a 29% decrease. Our effective tax rate was the same as the statutory rate of ~~Contents~~25% for the years ended August 31, 2014 and 2013.

19Net income. After ~~Financial~~deducting ~~Industry~~income ~~Regulatory~~tax, ~~Authority~~Fujian Tianfeihong reported (net income of $998,503 and $1,380,339 for the years ended August 31, 2014 and 2013, respectively. The VIE agreements assign to Changshitong Consulting only 95% of the net profit generated from Fujian Tianfeihong. For that reason, we deducted a “~~FINRA~~non-controlling interest”) ~~sales~~of ~~practice~~$49,535 ~~requirements~~and ~~may~~$49,820, ~~also~~respectively, ~~limit~~before ~~your~~recognizing ~~ability~~net income attributable to ~~buy~~the Company’s ~~and~~common ~~sell~~stockholders on our ~~common~~Consolidated ~~stock~~Statements of Operations and Comprehensive Income. After that deduction and taking into account the income and expenses incurred by the parent corporation, ~~which~~our ~~could~~net ~~depress~~income attributable to the Company for the ~~price~~year ended August 31, 2014 was $948,968, a decrease of ~~our~~29% ~~shares~~from the net income of $1,330,519 recorded in fiscal year 2013.

~~FINRA~~Foreign ~~rules~~Currency ~~require~~Translation ~~broker-dealers~~Adjustment. Our toreporting ~~have~~currency ~~reasonable~~is ~~grounds~~the ~~for~~U.S. ~~believing~~dollar. ~~that~~Our anlocal ~~investment~~currency, isRenminbi ~~suitable~~(RMB), ~~for~~is aour ~~customer~~functional ~~before~~currency. ~~recommending~~Results ~~that~~of ~~investment~~operations toand ~~the~~cash ~~customer.~~flow ~~Prior~~are translated toat ~~recommending~~average ~~speculative~~exchange ~~low-priced~~rates ~~securities~~during tothe ~~their~~period ~~non-institutional~~being ~~customers~~reported upon, ~~broker-dealers~~and ~~must~~assets ~~make~~and ~~reasonable~~liabilities ~~efforts~~are translated at the unified exchange torate ~~obtain~~as ~~information~~quoted ~~about~~by the ~~customer~~People’s ~~financial~~Bank ~~status,~~of ~~tax~~China ~~status~~at ~~and~~the ~~investment~~end ~~objectives,~~of ~~among~~the ~~other things~~period. ~~Under~~Translation adjustments resulting from this process ~~interpretations~~are included in accumulated other comprehensive income in the statement of ~~these~~stockholders’ ~~rules,~~equity. ~~FINRA~~Transaction ~~believes~~gains and losses that ~~there~~arise isfrom exchange rate fluctuations on transactions denominated in a ~~high~~currency ~~probability~~other ~~such~~than ~~speculative~~the ~~low-priced~~functional ~~securities~~currency ~~will~~are ~~not~~included bein ~~suitable~~the ~~for~~results atof ~~least~~operations ~~some~~as ~~customers~~incurred. RMB ~~Thus,~~is ~~FINRA~~not ~~requirements~~freely ~~make~~convertible itinto ~~more~~the ~~difficult~~currency ~~for~~of ~~broker-dealers~~other tonations. ~~recommend~~All ~~that~~such ~~their~~exchange ~~customers~~transactions ~~buy~~must ~~our~~take ~~common~~place ~~stock,~~through ~~which~~authorized ~~may~~institutions. ~~limit~~There ~~your~~is ~~ability~~no toguarantee ~~buy~~the ~~and~~RMB ~~sell~~amounts ~~our~~could ~~shares~~have been, ~~have~~or ancould be, ~~adverse~~converted ~~effect~~into onUS dollars at rates used in translation. For the ~~market~~year ~~for~~ended August 31, 2014 and 2013, foreign currency ~~our~~translation ~~shares~~adjustments of $79,393 and ~~thereby~~$94,704, ~~depress~~respectively, ~~our~~have ~~share~~been ~~price~~reported as other comprehensive income in the consolidated statements of income and other comprehensive income.

~~20. You may face significant restrictions on the resale of your shares due to state “blue sky” laws.~~21

~~Each~~Liquidity state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and ~~(2)~~Capital govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.Resources

WeAs doof ~~not~~August ~~know~~31, ~~whether~~2014, our ~~securities~~working ~~will~~capital betotaled ~~registered or~~$5,329,109, ~~exempt~~an ~~from~~increase ~~registration under the laws~~ of ~~any state. A determination regarding registration will be made by those broker-dealers~~$1,049,664 ifsince ~~any~~August 31, ~~who~~2013. The ~~agree~~increase tois ~~serve~~a aslittle ~~market~~bit ~~makers~~more ~~for~~than our ~~common~~net ~~stock.~~income ~~There~~for ~~may~~the beyear ~~significant~~ended ~~state~~August ~~blue~~31, ~~sky~~2014, ~~law restrictions on the~~due ~~ability of investors~~ to ~~sell,~~the ~~and~~fact onthat ~~purchasers~~we tohave ~~buy,~~very ~~our~~little ~~securities.~~in ~~You~~fixed ~~should~~or ~~therefore~~intangible ~~consider~~assets ~~the~~on ~~resale market for~~ our ~~common~~ ~~stock~~balance tosheet beand ~~limited~~accordingly, aslittle ~~you~~depreciation ~~may~~or amortization beexpense. ~~unable~~Cash toand ~~resell~~cash ~~your~~equivalents ~~shares~~represented ~~without~~almost ~~the~~85% ~~significant~~of ~~expense~~our ofcurrent ~~state~~assets ~~registration~~at ~~or qualification~~August 31, 2014.

~~Item~~Since 2.our ~~Properties~~operating activities provided $1,216,284 in cash during the year ended August 31, 2014, and we have been cash flow positive for the past two years, we believe that our liquid assets are adequate to finance our operations for the foreseeable future.

~~Our~~The ~~executive~~following ~~office~~table issets ~~located~~forth ata ~~1000~~summary N.of ~~West Street,~~our ~~Suite~~cash ~~1200,~~flows ~~Wilmington,~~for DEthe ~~19801.~~periods indicated:

AsCash of May 1, 2010, we have entered into a lease agreement for this office and begun to recognize rent expenses of approximately $199 per month for a term of five (5) years. This lease renews automatically. In order to terminate the lease, we must provide three months written notice. No debt has accrued on account of rent payments owed. We feel that this is adequate for our needs at this time, and we feel that we will be able to locate adequate space in the future, if needed, on commercially reasonable terms.Flow

~~Item~~(all 3.amounts ~~Legal~~in ~~Proceedings~~U.S. dollars)

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation.

	Year Ended August 31, 2014			Year Ended August 31, 2013

Net cash provided by (used in) operating activities	$	1,216,284		$	1,443,575
Net cash provided by (used in) investing activities		(849	)		—
Net cash provided by (used in) financing activities		24,369			559,910
Effects of Exchange Rate Change in Cash		(5,045	)		82,233
Net Increase in Cash and Cash Equivalents		1,234,759			2,085,718
Cash and Cash Equivalent at Beginning of the Period		3,994,502			1,908,784
Cash and Cash Equivalent at End of the Period	$	5,229,261		$	3,994,502

~~Item~~Operating ~~4. Submission of Matters to a Vote of Security Holders~~activities

~~There~~Cash ~~were~~provided noby ~~matters~~operating ~~submitted~~activities towas a$1,216,284 ~~vote~~for ofthe ~~our~~year ended August 31, 2014, ~~security~~as ~~holders~~compared ~~either~~to ~~through~~$1,443,575 ~~solicitation~~for ofthe ~~proxies~~year orended ~~otherwise~~August 31, ~~during~~2013. ~~the~~In ~~fourth~~both ~~quarter~~periods, ofcash ~~the~~provided ~~fiscal~~by ~~year~~operations ~~ended~~was ~~December~~a little bit more 31than net income, ~~2011~~as we record little depreciation and amortization and control our cash flow by balancing accounts payable against changes in our accounts receivable and inventory.

~~PART~~Investing IIactivities

~~Item~~Cash 5.used ~~Market~~in investing activities for ~~Common~~year ~~Equity~~ended August 31, ~~Related~~2014 ~~Stockholder~~was ~~Matters~~$849 ~~and~~used ~~Issuer~~for ~~Purchases~~the purchase of ~~Equity~~equipment. ~~Securities~~We did not have any investing activities for the year ended August 31, 2013. The net book value of our fixed assets at August 31, 2014 was $48,113, reflecting the fact that our business activities do not need significant fixed assets. Accordingly, unless we expand our business activities in the future, investing activities will involve similarly insignificant amounts of cash.

~~Market~~Financing ~~Information~~activities

~~Our~~Cash ~~common~~provided ~~stock~~by isfinancing ~~quoted~~activities onwas ~~the~~$24,369 ~~OTC~~for ~~Bulletin~~the year ~~Board~~ended ~~under~~August ~~the~~31, ~~symbol~~2014 ~~“ZNTH”~~which represented Ata ~~the~~loan ~~close~~from ofrelated ~~business~~party. onFrom ~~February~~time ~~28,~~to ~~2013~~time, ~~there~~we ~~were~~will 14take modest loans from related parties,~~380,266~~ ~~shares~~primarily ofto provide the dollars needed to pay expenses incurred by our ~~common stock~~parent ~~issued~~company ~~and~~in ~~outstanding.~~the ~~Prices~~U.S.

1522

~~Table~~During the year ended August 31, 2013, our financing activities consisted of ~~Contents~~a $559,910 capital contribution by a stockholder. The contribution was made to the registered capital of Fujian Tianfeihong Wine Co., Ltd., and represented funds in excess of the contribution to capital required by Chinese law. The contribution was made in order to demonstrate the financial strength of Fujian Tianfeihong Wine Co., Ltd. to potential suppliers and customers.

~~reported~~Because ~~represent~~of ~~prices~~our ~~between~~ample ~~dealers,~~cash doposition ~~not include~~and ~~markups,~~the ~~markdowns~~profitability orof ~~commissions~~our operations, ~~and~~we do not ~~necessarily~~anticipate ~~represent~~incurring ~~actual~~significant ~~transactions~~additional debt. Therefore, ~~The~~our ~~market~~liquidity ~~for~~should ~~our~~be ~~shares~~adequate to ~~has~~sustain ~~been sporadic~~the ~~and~~full atimplementation ~~times~~of ~~very~~our ~~limited~~business plan for the foreseeable future.

~~The~~Transfer ~~following table sets forth high and low bid quotations~~ of ~~our common stock for the fiscal years ended December 31, 2012 as follows:~~Cash

~~Price~~All ~~Range~~of our sales are generated by Fujian Tianfeihong in the PRC, and 95% of ~~Common~~the ~~Stock~~net income is then assigned to Changshitong Consulting. PRC regulations restrict the ability of our PRC subsidiary, Changshitong Consulting, to make dividend and other payments to its offshore parent company. PRC legal restrictions permit payments of dividends by our PRC subsidiary only out of its accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiary is also required under PRC laws and regulations to allocate at least 10% of its annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amount of said fund reaches 50% of its registered capital. Allocations to this statutory reserve fund can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. Any limitations on the ability of our PRC subsidiary to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

Quarter Ended	High	Low
March 31 2012	0.51	0.48
June 30 2012	0.51	0.51
September 30 2012	0.51	0.51
December 31 2012	0.51	0.51

The Chinese government strictly regulates conversion of RMB into foreign currencies. Currently, Fujian Tianfeihong and Changshitong Consulting may purchase foreign currencies for settlement of current account transactions, including payments of dividends to us, without the approval of the State Administration of Foreign Exchange (“SAFE”), by complying with certain procedural requirements. Pursuant to applicable Chinese laws and regulations, foreign invested enterprises incorporated in China, such as Changshitong Consulting, are required to apply for “Foreign Exchange Registration Certificates.” Currently, conversion within the scope of the “current account” (e.g. remittance of foreign currencies for payment of dividends, trade and service-related foreign exchange transactions, etc.) can be effected without requiring the approval of SAFE, but must be effected through authorized Chinese banks in accordance with regulatory procedures. However, conversion of currency in the “capital account” (e.g. for capital items such as direct investments, loans, securities, etc.) still requires the approval of SAFE. Compliance with those procedural requirements can result in delays in obtaining foreign exchange, which could interfere with offshore activities by the Company, such as acquisitions, offshore investments, or the payment of dividends to the Company’s stockholders.

WeChinese doregulations ~~not~~also ~~have~~limit ~~any~~the ~~common~~ability ~~stock~~of ~~subject~~our toparent ~~outstanding~~company ~~options~~to ortransfer ~~warrants~~money into China, as needed to fund the operations of Fujian Tianfeihong. If in the future, China Tianfeihong raises funds and ~~there~~wishes ~~are~~to noutilize ~~securities~~them ~~outstanding~~in ~~that~~the ~~are~~operations ~~convertible~~of ~~into~~Fujian ~~our~~Tianfeihong, ~~common~~one ~~stock.~~of the following methods will have to be employed:

~~Holders~~1. Acquisition. China Tianfeihong could transfer capital to Fujian Tianfeihong by causing its Hong Kong subsidiary, Changshi Tongrong Limited, to apply to MOFCOM for approval of an acquisition of Fujian Tianfeihong by Changshi Tongrong Limited. MOFCOM would approve such an acquisition only after a lengthy review process, and only if it determined that the price paid by Changshi Tongrong Limited for Fujian Tianfeihong represented a commercially fair price.

At2. Joint venture. If China Tianfeihong Wine, Inc. obtained capital that was less than the ~~close~~purchase ofprice ~~business~~for onFujian ~~February~~Tianfeihong ~~28,~~deemed ~~2013~~acceptable by MOFCOM, ~~the~~ ~~common~~Changshi ~~shares~~Tongrong ofLimited ~~our~~could ~~company~~still ~~were~~inject ~~held~~the funds into Fujian Tianfeihong by ~~approximately~~complying ~~fifty-two~~with ~~(52)~~the ~~shareholders~~provisions of ~~record~~the PRC Sino-Foreign Equity Joint Venture Law. ~~Hong~~To ~~Yang~~accomplish this capital transfer, ~~our~~we ~~director~~would be required to apply to the Chinese government for approval to convert Fujian Tianfeihong into an equity joint venture, ~~held 12~~in which Changshi Tongrong Limited would be its equity joint venturer. If approved,~~200,000~~ ~~shares~~Changshi ~~(or~~Tongrong ~~85%)~~would then own a portion of the ~~outstanding~~equity ~~common~~in ~~stock~~Fujian Tianfeihong, and the VIE agreements between Fujian Tianfeihong and Changshitong Consulting would be modified accordingly to reduce the portion of net income payable by Fujian Tianfeihong to Changshitong Consulting.

~~Dividends~~23

We have ~~not~~no ~~paid~~current ~~any~~plans ~~cash~~for ~~dividends~~China onTianfeihong ~~our common stock since the inception of our company on July 28~~Wine, ~~2005 and we do not anticipate paying any cash dividends to our shareholders in the foreseeable future~~Inc. ~~Our current policy is~~ to ~~retain~~fund ~~earnings,~~Fujian ~~if any~~Tianfeihong, and toexpect ~~fund~~ the ~~development~~VIE ~~and~~structure ~~growth of our business. Any future determination~~ to ~~pay~~remain ~~cash~~in ~~dividends~~place ~~will~~for ~~be at~~ the ~~discretion~~foreseeable of the board of directors and will be dependent upon our financial condition, operating results, capital requirements, applicable contractual restrictions and any other factors that our board of directors deems relevantfuture.

~~Securities~~Critical ~~Authorized~~Accounting ~~For~~Policies ~~Issuance~~and ~~Under Equity Compensation Plans~~Estimates

AsIn ofpreparing ~~the~~our ~~date~~financial statements we are required to formulate working policies regarding valuation of ~~this~~our ~~annual~~assets ~~report~~and onliabilities ~~Form~~and ~~10-K,~~to develop estimates of those values. In our preparation weof ~~have~~the ~~not~~financial ~~adopted~~statements afor ~~stock~~the ~~option~~year ~~plan.~~ended ~~The~~August ~~following~~31, ~~table~~2014, ~~sets~~there ~~forth~~was ~~certain~~one ~~information~~estimate ~~concerning~~made ~~all~~which ~~equity~~was ~~compensation plans~~(a) ~~previously~~subject ~~approved~~to bya ~~stockholders~~high degree of uncertainty and ~~all~~(b) ~~previous~~material ~~equity~~to ~~compensation~~our ~~plans~~results. ~~not~~This ~~previously~~was ~~approved~~the bydetermination ~~stockholders,~~reflected asin Note 2 to the financial statements to ofconsolidate the ~~most~~balance ~~recently~~sheet ~~completed~~and ~~fiscal~~historical ~~year~~financials of our variable interest entity, Fujian Tianfeihong.

16Through the VIE agreements, our subsidiary, Changshitong Consulting, is deemed the primary beneficiary of Fujian Tianfeihong. Fujian Tianfeihong has no assets that are collateral for or restricted solely to settle its own obligations. The creditors of Fujian Tianfeihong do not have recourse to the Company’s general credit. Fujian Tianfeihong’s actual stockholders do not hold any kick-out rights that will affect the consolidation determination. Accordingly, the financials of Fujian Tianfeihong have been included in the accompanying consolidated financial statements.

~~Table~~There is a degree of ~~Contents~~uncertainty as to whether the VIE agreements would be enforceable within the Chinese legal system if, for any reason, we found it necessary to seek legal enforcement. To date, there has been very limited judicial comment on such agreements, and nothing that would serve as binding precedent if the enforceability of our VIE agreements were to be adjudicated. We believe that, if adjudicated, each of the four VIE agreements would be found enforceable by the Chinese legal system. Our bases for this conclusion are:

~~EQUITY~~· ~~COMPENSATION~~The ~~PLANS~~Exclusive ~~Plan~~Technical ~~Category~~Service ~~Number of securities to be issued upon exercise of outstanding options, warrants~~ and ~~rights~~Business ~~(a)~~Consulting ~~Weighted-average~~Agreement ~~exercise~~provides ~~price~~an ofexchange ~~outstanding options, warrants and rights (b) Number~~ of ~~securities~~money ~~remaining available~~ for ~~issuance~~services ~~under~~that ~~equity~~is ~~compensation plans (excluding securities reflected in column (~~a)) ~~(c)~~fair ~~Equity~~and ~~Compensation~~reasonable ~~Plans~~exchange ~~approved~~and bydoes ~~security holders Nil Nil Nil Equity Compensation Plans~~ not ~~approved~~violate byany ~~security~~principal ~~holders~~of ~~Nil~~Chinese ~~Nil Nil Total Nil Nil Nil~~law.

~~There~~· ~~are~~The noCall ~~outstanding~~Option ~~options~~Agreement oris, ~~warrants~~essentially, a stand-still agreement under which the parties agree to ~~purchase,~~ ortake ~~securities~~no ~~convertible~~action ~~into~~that would prejudice the other pending an acquisition of Fujian Tianfeihong by Changshitong Consulting on terms that comply with Chinese law. A standstill agreement, ~~any~~in contemplation of ~~our~~a ~~common~~subsequent ~~stock~~transfer is commonly enforced in China, where the transfer process can be lengthy.

~~Currently~~· ~~there~~The isProxy noAgreement ~~established~~conforms ~~public~~to ~~trading market~~Chinese ~~for~~corporate ~~our~~law ~~common~~that ~~stock.~~permits Weequity doholders ~~not have any common stock subject~~ to ~~outstanding~~appoint ~~options~~proxies ~~or warrants~~ to ~~purchase~~exercise ~~and~~their ~~there~~voting ~~are no securities outstanding that are convertible into our common stock~~rights.

~~Recent~~· ~~Sales~~The Share Pledge Agreement conforms to Chinese law that permits a pledge of ~~Unregistered~~equity ~~Securities~~to secure obligations.

~~None~~The most likely challenge to the VIE agreements would arise under the New M&A Rules, which are designed to regulate foreign acquisitions of Chinese entities. Our analysis of the New M&A Rules, however, indicates that the New M&A Rules do not invalidate our VIE Agreements. The New M&A Rules require offshore “special purpose vehicles,” that are (1) formed for the purpose of overseas listing of the equity interests of Chinese companies via acquisition and (2) are controlled directly or indirectly by Chinese companies and/or Chinese individuals, to obtain the approval of the CSRC prior to the listing and trading of their securities on overseas stock exchanges. Our review of the New M&A Rules persuades us that this provision does not apply to our Company. We reached that conclusion by observing that:

~~Purchase~~i. ofChangshitong ~~Equity~~Consulting ~~Securities~~was incorporated by ~~the~~a ~~Issuer~~ foreign investor and ~~Affiliated~~therefore ~~Purchaser~~has no Chinese shareholders;

~~None~~ii. the share exchange between Fanwei Hengchang and the Company, China Tianfeihong Wine, Inc., is between two offshore companies and is not deemed as a transaction to acquire equity or assets of a “Chinese domestic company” as defined under the New M&A Rules; and

~~Item 6~~iii. ~~Selected~~no ~~Financial~~provision ~~Data~~in the New M&A Rules clearly classifies the contractual arrangements between Changshitong Consulting and Fujian Tianfeihong as a type of transaction falling within the New M&A Rules.

~~Not applicable.~~24

~~Item~~We 7believe, therefore, that under prevailing laws and policies our VIE Agreements are enforceable in Chinese courts. ~~Management'~~Consideration must be given, however, to the possibility that the Chinese government will express a policy adverse to such arrangements, which would be likely to affect future adjudication of the enforceability of entrusted-management-type arrangements. Moreover, as there are no judicial decisions known to us regarding the enforceability of VIE agreements, it is possible that our analysis of their enforceability may not prevail in a Chinese court. There is a risk, therefore, that if it occurred that the counterparties to the VIE agreements failed to abide by the VIE agreements, we would be unable to secure effective relief in the Chinese legal system. In that eventuality, we would be required to de-consolidate Fujian Tianfeihong from the Company’s financial ~~Discussion~~statements, and ~~Analysis~~the orCompany ~~Plan~~would ofreport ~~Operation~~no revenue nor earnings and only nominal assets.

~~Overview~~Impact of Accounting Pronouncements

~~The~~There ~~following~~were ~~discussion~~no ~~should~~recent beaccounting ~~read~~pronouncements ~~in conjunction with our audited financial statements and the related notes~~ that ~~appear~~have ~~elsewhere~~had ~~in this registration statement. The following~~a ~~discussion~~material ~~contains~~effect ~~forward-looking~~on ~~statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in~~ the ~~forward~~Company’s ~~looking~~financial ~~statements.~~position ~~Factors that could cause~~ or ~~contribute~~results toof such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled “Risk Factors” beginning on page 6of this registration statementoperations.

~~Our~~Off-Balance ~~audited~~Sheet ~~financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.~~Arrangements

~~Our~~We ~~common~~do ~~stock~~not ishave ~~quoted~~any onoff-balance ~~the~~sheet ~~National~~arrangements ~~Association of~~that ~~Securities~~have ~~Dealers~~or are ~~Inc.’s~~reasonably ~~OTC~~likely ~~Bulletin~~to ~~Board~~have ~~under~~a ~~the~~current ~~trading~~or ~~symbol~~future ~~“ZNTH”.~~effect Ason ~~of December 31, 2012,~~ our ~~common~~ ~~stock~~financial ~~was~~condition ~~traded~~or atresults ~~$0.51~~of ~~per share in the public market~~operations.

17ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Table~~Not ~~of Contents~~Applicable.

We will require further financing to fund the expansion of our business and by being a public company we will be a more attractive investment for a wider range of potential investors. On a going-forward basis, we anticipate that our legal and accounting/audit expenses as a result of “going public” will be approximately $40,000 annually, which will primarily consist of the costs associated with our continuous disclosure and financial reporting obligations.25

~~Liquidity~~ITEM ~~and~~8. ~~Capital~~FINANCIAL ~~Resources~~STATEMENTS AND SUPPLEMENTARY DATA.

AtCHINA ~~December~~TIANFEIHONG 31WINE, ~~2012, our company had current assets of $322, comprised solely of cash~~INC. ~~Our~~AND ~~liabilities were $97,836, resulting in a working capital deficit of $97,514, compared to $195 in total assets and total liabilities of $59,827 for the year ended December 31, 2011.~~SUBSIDIARIES

AsCONSOLIDATED ofFINANCIAL December 31, 2012, we had working capital deficit of $97,836 compared to working capital deficit of $59,632 as of December 31, 2011. The difference of $38,204 was primarily a result of our increased expenses for consulting fees and general administrative expenses.STATEMENTS

WeFOR ~~did~~THE ~~not~~YEAR ~~generate~~ENDED ~~any~~AUGUST ~~revenues in the years ended December~~ 31, ~~2012~~2014 orand ~~2011. We have generated revenues of $24,962 since our inception to December 31, 2012. We have incurred a net loss of $414,847 from inception (July 28, 2005) to December 31, 2012.~~2013

As at December 31, 2012, our total current liabilities increased to $97,836 from $59,827 at December 31, 2011, liabilities were comprised of accounts payable items for expenses for consulting fees and general, administrative expenses and loan payable to our President Hong Yang; while total liabilities for the year ended December 31, 2012 consisted of accounts payable items for the loan payable due to President Hong Yang.

CONTENTS	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - August 31, 2014		F-27

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - August 31, 2013		F-28

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets		F-29

Consolidated Statements of Income and Comprehensive Income (Loss)		F-30

Consolidated Statement of Changes in Stockholders’ Equity		F-31

Consolidated Statements of Cash Flows		F-32

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		F-33 to F-46

~~Results of Operations – Year ended December 31, 2011~~26

~~From~~REPORT ~~the~~OF ~~date~~INDEPENDENT ofREGISTERED ~~our~~PUBLIC ~~incorporation~~ACCOUNTING on July 28, 2005 to December 31, 2012, we have been a development stage company that has only generated revenues of $24,962, this was from one client who will not be a recurring or continuing customer.FIRM

~~Our~~To ~~operating~~the ~~expenses~~Board ~~are~~of ~~classified~~Directors ~~primarily into one category:~~and

~~General~~Stockholders ~~and administrative expenses, which consist primarily~~ of ~~legal,~~China ~~accounting and audit fees as well as the expenses incurred for rent and other administrative expenses. Operating~~Tianfeihong ~~expenses the year ended December 31~~Wine, ~~2012 were $37,882 compared to $170,158 for the year ended December 31, 2011~~Inc. ~~The $132,276 decrease was primarily due to the decrease in legal~~ and ~~audit fees and general administrative expenses.~~subsidiaries

We ~~incurred~~have aaudited ~~net~~the ~~loss~~accompanying consolidated balance sheets of China ~~$37~~Tianfeihong Wine,~~882~~ ~~for~~Inc. and subsidiaries (the ~~year ended~~“Company”) ~~December~~as of August 31, ~~2012~~2014, ~~compared~~and tothe arelated ~~net~~consolidated statements ~~loss~~ of ~~$170~~income and comprehensive income,~~158~~ changes in stockholders’ equity, and cash flows for the year ended ~~December~~ August 31, ~~2011~~2014. ~~The~~These ~~substantial~~consolidated ~~decrease~~financial ~~in the~~statements ~~net~~are ~~loss~~the responsibility of ~~$132,276~~the ~~was~~Company's ~~primarily~~management. aOur ~~result~~responsibility ofis ~~our~~to express ~~decreased~~an ~~expenses~~opinion ~~for~~on ~~consulting~~these ~~fees~~consolidated ~~and~~financial ~~general~~statements ~~administrative~~based ~~expenses~~on our audit.

We doconducted our audit 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 consolidated financial statements are free of material misstatement. The Company is not required ~~expect~~to have, nor were we engaged to ~~make~~perform, ~~any~~an ~~significant~~audit ~~changes~~of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in ~~our~~the circumstances, ~~number~~but not for the purpose of ~~employees~~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 ~~next~~amounts ~~twelve~~and ~~months~~disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

WeIn doour ~~not~~opinion, ~~expect~~the ~~any~~consolidated ~~significant~~financial ~~sale~~statements orreferred to ~~purchase~~above present fairly, in all material respects, the consolidated financial position of China Tianfeihong Wine, Inc. and subsidiaries as of ~~plant~~August or31, ~~equipment~~2014, ~~over~~and the ~~next~~consolidated ~~twelve~~results ~~months~~of their operations and their cash flows for the year ended August 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

18/s/ Wei, Wei & Co., LLP

~~Table~~Flushing, ~~of Contents~~NY

~~We expect to require a minimum of $200,000 up to a maximum of $625,000 to continue our planned operations over the 12 months. Our proposed expenditures (beginning~~ December 3116, ~~2012)~~ ~~for that time period are summarized as follows:~~2014

Description	Estimated Expenses (Minimum Budget) ($)		Estimated Expenses (Maximum Budget) ($)
Purchase of production facility	Nil			200,000
Patent applications		20,000		40,000
Application for certification from the Biodegradable Products Institute		20,000		40,000
Lease of production facilities		80,000	Nil
Working capital (raw materials, labor, packaging, transportation, other expenses related to production)		80,000		100,000
Marketing and advertising expenses (marketing campaigns, website development, brand and product concept and design, etc.)		10,000		60,000
professional consulting fees (including legal, accounting and auditing fees)		35,000		45,000
Investor relations expenses		5,000		10,000
Transfer agent expenses		5,000		5,000
General and administrative expenses		25,000		125,000
Total		200,000		625,000

F-27

~~There~~REPORT ~~can~~OF beINDEPENDENT noREGISTERED ~~assurance~~PUBLIC ~~that~~ACCOUNTING ~~we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of,~~FIRM

~~additional~~To ~~financing~~the ~~and~~Board ~~there~~of ~~can~~Directors be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations.and

ToStockholders ~~raise the additional funds that we will require, we intend to sell additional shares~~ of ~~our~~Fanwei ~~common~~Hengchang ~~stock or through borrowing the money~~Co. ~~There can be no assurance that we will be able to raise the funds necessary to permit us to pursue our business plan. We have no current arrangements with respect to~~, or ~~sources~~Ltd ~~of,~~(BVI) ~~additional financing~~ and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. If we are unable to obtain additional financing, we may be required to significantly curtail or cease our operations.Subsidiaries

~~Due~~We tohave audited the ~~uncertainty~~accompanying ofconsolidated ~~our~~balance ~~ability~~sheet toof Fanwei ~~meet~~Hengchang ~~our current~~Co., ~~operating~~Ltd (BVI) and ~~capital~~Subsidiaries ~~expenses,~~ (the ~~audit~~“Company”) ~~report~~as ~~prepared~~of byAugust ~~our~~31, ~~independent~~2013, ~~registered~~and ~~public~~the ~~accounting~~related ~~firm relating~~consolidated tostatements ~~our~~of ~~consolidated~~income ~~financial~~and ~~statements~~comprehensive income, stockholders’ equity, and cash flows for the fiscal year then ended. ~~includes~~The Company’s anmanagement ~~explanatory~~is ~~paragraph~~responsible ~~expressing~~for ~~the~~these ~~substantial~~consolidated ~~doubt about~~financial ~~our~~statements. ~~ability~~Our responsibility is to ~~continue~~express asan aopinion on ~~going~~these ~~concern~~consolidated financial statements based on our audit.

~~Critical~~We conducted our audit in accordance with the standards of the Public Company Accounting ~~Estimates~~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 over financial reporting. Our audit included 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 audit provide a reasonable basis for our opinion.

~~Our~~In ~~analysis of operations and financial condition is based on~~ our ~~consolidated financial statements~~opinion, ~~prepared~~the ~~in accordance with U.S. generally accepted accounting principles (GAAP). Preparation of these~~ consolidated financial statements ~~requires~~referred us to ~~make~~above ~~estimates~~present ~~and~~fairly, ~~assumptions~~in ~~affecting~~all ~~the~~material ~~reported amounts~~respects, ~~of assets and liabilities at~~ the financial ~~date~~position of ~~the~~Fanwei ~~consolidated~~Hengchang ~~financial statements~~Co., ~~reported~~Ltd ~~amounts~~(BVI) ~~of revenues~~ and ~~expenses during~~Subsidiaries ~~the~~as ~~reporting period and related disclosures~~ of ~~contingent~~August ~~assets~~31, ~~and liabilities. In the Notes to Consolidated Financial Statements~~2013, weand ~~describe~~ the ~~significant accounting policies used in preparing the~~ consolidated ~~financial~~results ~~statements. Our estimates~~of ~~are~~their ~~evaluated~~operations ~~on an ongoing basis~~ and ~~are~~their ~~drawn~~cash ~~from~~flows ~~historical~~for ~~experience and other assumptions that we believe to be reasonable under~~ the ~~circumstances.~~fiscal ~~Actual~~year ~~results~~then ~~could~~ended ~~differ~~in ~~under~~conformity ~~other~~with ~~assumptions~~accounting orprinciples ~~conditions.~~generally ~~However, we do not believe there is~~accepted ~~a reasonable likelihood that there will be a material change~~ in ~~future estimates or assumptions. Our management has discussed~~ the ~~development~~ ~~and~~United ~~selection~~States of ~~our critical accounting estimates with the Audit Committee of our Board of Directors~~America. ~~As so far there is no items in our consolidated financial statements require significant estimation or judgment:~~

19/s/KCCW Accountancy Corp.

~~Table~~Diamond ofBar, ~~Contents~~California

~~Off-Balance~~December ~~Sheet~~30, ~~Arrangements and Contractual Obligations~~2013

~~Our company has no outstanding derivative financial instruments, off~~F-~~balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.~~28

WeCHINA ~~believe~~TIANFEIHONG ~~that our limited history of revenue generation make the prediction of future results of operations difficult~~WINE, ~~and,~~INC. ~~accordingly,~~AND ~~our operating results should not be relied upon as an indication of future performance.~~SUBSIDIARIES

~~Item~~CONSOLIDATED ~~7A.~~BALANCE ~~Quantitative and Qualitative Disclosures about Market Risk~~SHEETS

As(IN ~~at December 31, 2012, we have not entered into or acquired financial instruments that have a material market risk~~U. ~~We have no financial instruments for trading or other purposes or derivative or other financial instruments with off balance sheet risk~~S. All financial assets and liabilities are due within the next twelve months and are classified as current assets or liabilities in the balance sheets provided with this report. The fair value of all financial instruments at December 31, 2011 approximate their carrying values.$)

Item 8. Financial Statements and Supplementary Data

	August 31,		August 31,
	2014		2013

ASSETS
Current assets:
Cash	$	5,229,261	$	3,994,502
Accounts receivable		431,940		609,890
Inventory, net		375,750		461,232
Prepaid income taxes		50,348		—
Prepaid expenses		40,625		—
Advances to suppliers		—		45,670
Total current assets		6,127,924		5,111,294
Fixed assets, net		48,113		104,054
Total Assets	$	6,176,037	$	5,215,348

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	682,030	$	788,588
Taxes payable		19,465		31,222
Loans from stockholder		24,339		—
Accrued liabilities and other payables		72,981		12,039
Total current liabilities		798,815		831,849

Stockholders’ equity:
Common stock, $0.0006 par value per share, 80,000,000 shares authorized; 34,396,680 and 32,000,000 shares issued and outstanding as of August 31, 2014 and August 31, 2013, respectively		20,638		19,200
Additional paid-in capital		726,548		812,159
Statutory reserve fund		420,406		333,676
Retained earnings		3,865,318		3,003,080
Other comprehensive income		203,702		124,618
Stockholders’ equity before noncontrolling interests		5,236,612		4,292,733
Noncontrolling interests		140,610		90,766
Total stockholders’ equity		5,377,222		4,383,499

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,176,037	$	5,215,348

~~Our~~See ~~financial~~report ~~statements~~of ~~are~~independent ~~stated~~registered inpublic ~~United~~accounting ~~States dollars~~firm ~~(US$)~~ and notes ~~are~~to ~~prepared~~the inconsolidated ~~accordance~~financial ~~with United States Generally Accepted Accounting Principles~~statements.

~~The following consolidated financial statements are filed as part of this annual report:~~F-29

~~Zenitech~~CHINA ~~Corporation~~TIANFEIHONG WINE, INC. AND SUBSIDIARIES

(ACONSOLIDATED ~~Development~~STATEMENTS ~~Stage~~OF ~~Company~~INCOME AND COMPREHENSIVE INCOME (LOSS)

~~December~~FOR THE YEARS ENDED AUGUST 31, ~~2012~~2014 AND 2013 (IN U.S.$)

	Index
		Year Ended August 31,
Report of Independent Registered Public Accounting Firm	F-1
		2014			2013
Balance Sheets	F–2
Revenue		$	7,469,997		$	8,681,546
Statements of Operations	F–3
Cost of goods sold			(5,019,086	)		(5,660,269	)
Statements of Stockholders’ Deficit	F–4
Gross profit			2,450,911			3,021,277
Statement of Cash Flows	F–5
Operating expenses
Notes to the Financial Statements	F–6
Selling and marketing			838,339			889,005
General and administrative			298,548			295,841
Total operating expenses			1,136,887			1,184,846
Income from operations			1,314,024			1,836,431
Interest income			17,350			11,941
Income before provision for income taxes			1,331,374			1,848,372
Provision for income taxes			332,871			468,033
Net income			998,503			1,380,339
Noncontrolling interests			(49,535	)		(49,820	)
Net income attributable to common stockholders		$	948,968		$	1,330,519
Earnings per common share, basic and diluted		$	0.03		$	0.04
Weighted average shares outstanding, basic and diluted			33,597,787			32,000,000
Comprehensive income :
Net income		$	998,503		$	1,380,339
Foreign currency translation adjustment			79,393			94,704
Comprehensive income			1,077,896			1,475,043
Comprehensive income attributable to noncontrolling interests			(49,844	)		(50,526	)
Comprehensive income attributable to common stockholders		$	1,028,052		$	1,424,517

20See report of independent registered public accounting firm and notes to the consolidated financial statements.

~~Table of Contents~~F-30

~~Zenitech~~CHINA ~~Corporation~~TIANFEIHONG WINE, INC. AND SUBSIDIARIES

(ACONSOLIDATED ~~Development~~STATEMENT ~~Stage~~OF ~~Company)~~CHANGES IN STOCKHOLDERS’ EQUITY

~~December~~FOR THE YEARS ENDED AUGUST 31, ~~2012~~2014 AND 2013 (IN U.S.$)

	Index
		Common Stock		Additional Paid-in Capital			Statutory Reserve Fund		Retained Earnings			Other Comprehensive Income		Noncontrolling Interests		Total
Report of Independent Registered Public Accounting Firm	F-1
Balance, August 31, 2012		$	19,200	$	244,309		$	200,624	$	1,805,613		$	30,620	$	40,240	$	2,340,606
Balance Sheets	F–2
Capital contribution by shareholder			—		567,850			—		—			—		—		567,850
Statements of Operations	F–3
Net income			—		—			—		1,330,519			—		49,820		1,380,339
Statements of Stockholders’ Deficit	F–4
Appropriation to statutory reserve			—		—			133,052		(133,052	)		—		—		—
Statement of Cash Flows	F–5
Foreign currency translation adjustment			—		—			—		—			93,998		706		94,704
Notes to the Financial Statements	F–6
Balance, August 31, 2013			19,200		812,159			333,676		3,003,080			124,618		90,766		4,383,499
Reverse acquisition equity adjustments			1,438		(85,611	)		—		—			—		—		(84,173	)
Net income			—		—			—		948,968			—		49,535		998,503
Appropriation to statutory reserve			—		—			86,730		(86,730	)		—		—		—
Foreign currency translation adjustment			—		—			—		—			79,084		309		79,393
Balance, August 31, 2014		$	20,638	$	726,548		$	420,406		3,865,318		$	203,702	$	140,610	$	5,377,222

21 See report of independent registered public accounting firm and notes to the consolidated financial statements.

~~Table of Contents~~F-31

~~REPORT~~CHINA OFTIANFEIHONG ~~INDEPENDENT~~WINE, ~~REGISTERED~~INC. ~~PUBLIC~~AND ~~ACCOUNTING FIRM~~SUBSIDIARIES

ToCONSOLIDATED ~~the~~STATEMENTS ~~Board~~OF ofCASH ~~Directors and Shareholders of~~FLOWS

~~Zenitech~~FOR ~~Corporation~~THE YEAR ENDED AUGUST 31, 2014 AND 2013 (IN U.S.$)

(A Development Stage Company)

	Year Ended August 31,
	2014			2013

Cash flows from operating activities:
Net income	$	998,503		$	1,330,519
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		57,025			41,620
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		177,950			(138,648	)
Decrease (increase) in inventory		85,482			(9,964	)
(Increase) in prepaid income tax		(50,348	)		—
(Increase) in prepaid expenses		(40,625	)		—
Decrease (Increase) in advances to suppliers		45,670			(4,094	)
(Decrease) increase in accounts payable		(106,558	)		159,653
(Decrease) increase in taxes payable		(11,757	)		64,248
Increase in accrued liabilities and other payables		60,942			241

Net cash provided by operating activities		1,216,284			1,443,575

Cash flows from investing activities:
Purchase of equipment		(849	)		—
Net cash (used in) investing activities		(849	)		—

Cash flows from financing activities:
Capital contributed by stockholder		—			559,910
Proceeds from stockholder loans		24,369			—
Net cash provided by financing activities		24,369			559,910

Effect of exchange rate changes on cash		(5,045	)		82,233

Net change in cash		1,234,759			2,085,718
Cash, beginning		3,994,502			1,908,784
Cash, end	$	5,229,261		$	3,994,502

Supplemental disclosure of cash flow information
Cash paid for:
Interest	$	—		$	—
Income taxes	$	380,640		$	458,752

~~Wilmington,~~See ~~Delaware~~report of independent registered public accounting firm and notes to the consolidated financial statements.

We have audited the accompanying balance sheets of Zenitech Corporation (a Development Stage Company) as of December 31,2012 and 2011 and the related statements of operations, shareholders' deficit, and cash flows for each of the years then ended, and for the period from July 28, 2005 (inception) through December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.F-32

WeCHINA ~~conducted~~TIANFEIHONG 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 whether the financial statements are free of material misstatement. The Company is not required to haveWINE, ~~nor were we engaged to perform, an audit of its internal control over financial reporting~~INC. ~~Our~~AND audit included 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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.SUBSIDIARIES

InNOTES ~~our~~TO ~~opinion,~~THE ~~the~~CONSOLIDATED ~~financial~~FINANCIAL statements referred to above present fairly, in all material respects, the financial position of Zenitech Corporation at December 31, 2012 and 2011 and the results of its operations and its cash flows for each of the years then ended and for the period from July 28, 2005 (inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.STATEMENTS

~~The~~FOR ~~accompanying~~THE ~~financial~~YEARS ~~statements~~ENDED ~~have~~AUGUST ~~been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements~~31, ~~the~~2014 ~~Company is~~AND in the development stage with limited operating history, no revenues, no historical profitability, and has limited available funds that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.2013

~~/s/~~NOTE ~~MaloneBailey,~~1. ~~LLP~~ORGANIZATION

~~www~~China Tianfeihong Wine, Inc.~~malonebailey~~ (the “Company”), formerly known as Zenitech Corporation, was incorporated under the laws of the State of Delaware on July 28, 2005.~~com~~ Since its inception until the closing of the reverse acquisition transaction, the Company was a development-stage company in the business of developing, manufacturing, distributing and marketing of environmentally friendly floral sleeves and wrappers for the floriculture industry.

~~Houston~~On August 1, ~~Texas~~2013, the Company filed a certificate of amendment to its articles of incorporation to change its name from “Zenitech Corporation” to “China Tianfeihong Wine Inc. ” (the “Name Change”) and to effect a 1 for 6 reverse stock split (the “Reverse Split”) of its outstanding shares of common stock. The Name Change and the Reserve Split were effective on August 12, 2013. Upon the effectiveness of the Reverse Split, the number of outstanding shares of the Company’s common stock decreased from 14,380,266 to 2,396,680 shares. The number of authorized shares of common stock remained at 80,000,000 shares.

~~March~~On 19December 30, 2013, the Company completed a reverse acquisition transaction through a share exchange with the stockholders of Fanwei Hengchang Co., Ltd (BVI) (“Fanwei Hengchang), whereby the Company acquired 100% of the outstanding shares of Fanwei Hengchang in exchange for the issuance of 32,000,000 shares of the Company’s common stock, representing 93.03% of the issued and outstanding shares of common stock. As a result of the reverse acquisition, Fanwei Hengchang became the Company’s wholly-owned subsidiary and the former Fanwei Hengchang’s stockholders became our controlling stockholders. The share exchange transaction was treated as a reverse acquisition, with Fanwei Hengchang as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to the business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to is the business and financial information of Fanwei Hengchang and its consolidated subsidiaries and variable interest entity.

~~F-1~~As a result of the acquisition of Fanwei Hengchang, the Company now indirectly owns all of the issued and outstanding capital stock of Changshi Tongrong Limited (Hong Kong) (“Changshi Tongrong”), which in turn owns all of the issued and outstanding capital stock of Changshitong Consulting (Shenzhen) Co. Ltd (“Changshitong Consulting”). In addition, the Company effectively and substantially controls Fujian Tianfeihong Wine Co., Ltd (“Fujian Tianfeihong”) through a series of agreements with Changshitong Consulting.

~~Table~~Subsequent to the closing of ~~Contents~~the Share Exchange Agreement, the Company conducts operations through its controlled consolidated affiliate. Fujian Tianfeihong. Fujian Tianfeihong is primarily engaged in distributing fruit wine including green plum wine, loquat wine, olive wine and pomegranate wine to supermarkets and liquor stores in the People’s Republic of China (“PRC”).

~~Zenitech~~On ~~Corporation~~November 26, 2013, prior to the reverse acquisition transaction, Changshitong Consulting and Fujian Tianfeihong and its shareholders Jinxiang Fang and Zhiliang Fang entered into a series of agreements known as variable interest agreements (the “VIE Agreements”) pursuant to which Fujian Tianfeihong became Changshitong Consulting’s contractually controlled affiliate. The VIE Agreements included:

Exclusive Technical Service and Business Consulting Agreement: Pursuant to the Exclusive Technical Service and Business Consulting Agreement, Changshitong Consulting (AWFOE) ~~Development~~is ~~Stage~~to provide ~~Company~~technical support and consulting services to Fujian Tianfeihong in exchange for (i) 95% of the total annual net profit of Fujian Tianfeihong plus (ii) RMB10,000 per month (U.S.$1,627). The Agreement has an unlimited term and only can be terminated upon written agreement of both parties.

~~Balance~~Proxy ~~Sheets~~Agreement: Pursuant to the Proxy Agreement, Zhiliang Fang and Jinxiang Fang, each authorize Changshitong Consulting to designate someone to exercise their entire shareholder decision rights with respect to Fujian Tianfeihong. The Agreement has an unlimited term and only can be terminated upon written agreement of both parties.

	December 31, 2012			December 31, 2011
ASSETS
Current Assets
Cash	$	322		$	195
Total Assets	$	322		$	195
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	17,947		$	18,935
Due to related party		79,889			40,892
Total Liabilities		97,836			59,827
Stockholders’ Deficit
Preferred Stock, 20,000,000 shares authorized, $0.0001 par value; No shares issued and outstanding		—			—
Common Stock, 80,000,000 shares authorized, $0.0001 par value; 14,380,266 shares issued and outstanding as of December 31, 2012 and 2011		1,438			1,438
Additional Paid-in Capital		315,895			315,895
Deficit Accumulated During the Development Stage		(414,847	)		(376,965	)
Total Stockholders’ Deficit		(97,514	)		(59,632	)
Total Liabilities and Stockholders’ Deficit	$	322		$	195

F-33

~~F-2~~CHINA TIANFEIHONG WINE, INC. AND SUBSIDIARIES

~~Table~~NOTES ofTO ~~Contents~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~Zenitech~~FOR ~~Corporation~~THE YEARS ENDED AUGUST 31, 2014 AND 2013

(ANOTE ~~Development~~1. ~~Stage~~ORGANIZATION ~~Company~~(continued)

~~Statements~~Call Option Agreement: A Call Option Agreement among Zhiliang Fang and Jinxiang Fang (together referred to as “Fujian Tianfeihong Shareholders”), and Changshitong Consulting under which they have granted to Changshitong Consulting the irrevocable right and option to acquire all of ~~Operations~~the equity interests in Fujian Tianfeihong to the extent permitted by PRC law. If PRC law limits the percentage of Fujian Tianfeihong that Changshitong Consulting may purchase at any time, then Changshitong Consulting may repeatedly exercise its option in such increments as may be allowed by PRC law. The exercise price of the option is RMB1.00 (US$0.16) or the minimum price required by PRC laws if at that time there is any PRC laws regulating the minimum price. The Fujian Tianfeihong Shareholders agreed to refrain from taking certain actions which might harm the value of Fujian Tianfeihong or Changshitong Consulting’s option. This Agreement remains effective until all equity interests under the Agreement have been transferred to Changshitong Consulting or its designated entities or natural persons.

	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			From July 28, 2005 (Date of Inception) to December 31, 2012
Revenue	$	—		$	—		$	24,962
Cost of Revenue		—			—			(24,776	)
Gross Profit		—			—			186
Expenses
General and administrative		37,882			170,158			415,033
Total Expenses		37,882			170,158			415,847
Net Loss	$	(37,882	)	$	(170,158	)	$	(414,847	)
Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.01	)
Weighted Average Common Shares Outstanding		14,380,000			14,254,000

Share Pledge Agreement: A Share Pledge Agreement among Zhiliang Fang and Jinxiang Fang, Fujian Tianfeihong, and Changshitong Consulting under which the Fujian Tianfeihong Shareholders agree to pledge all of their equity in Fujian Tianfeihong to Changshitong Consulting to guarantee Fujian Tianfeihong’s and its shareholders’ performance of their obligations under the Exclusive Technical Service and Business Consulting Agreement, the Call Option Agreement and the Proxy Agreement. This Agreement remains effective until the obligations under the Exclusive Technical Service and Business Consulting Agreement, Call Option Agreement and Proxy Agreement have been fulfilled or terminated.

~~F-3~~The VIE Agreements with the Company’s Chinese affiliate and its shareholders, which relate to critical aspects of the Company’s operations, may not be as effective in providing operational control as direct ownership. In addition, these arrangements may be difficult and costly to enforce under PRC law.

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

~~Zenitech Corporation~~F-34

(ACHINA ~~Development~~TIANFEIHONG ~~Stage~~WINE, ~~Company)~~INC. AND SUBSIDIARIES

~~Statement~~NOTES ofTO ~~Stockholders’~~THE ~~Deficit~~CONSOLIDATED FINANCIAL STATEMENTS

~~From~~FOR ~~July~~THE ~~28,~~YEARS ~~2005~~ENDED ~~(Date~~AUGUST ~~of Inception) to December~~ 31, ~~2012~~2014 AND 2013

	Common Stock				Additional		Deficit Accumulated During the
	Shares		Par Value		Paid-in Capital		Development Stage			Total
Balance – July 28, 2005 (Date of Inception) to December 31, 2008		—	$	—	$	—	$	—		$	—
Founder Shares		12,800,000		1,280		—		—			1,280
Shares issued for consulting services		300,000		30		59,970		—			60,000
Net loss for the year		—		—		—		(93,143	)		(93,143	)
Balance – December 31, 2009		13,100,000		1,310		59,970		(93,143	)		(31,863	)
Shares issued for consulting services		150,000		15		29,985		—			30,000
Common shares issued at $0.20 per share		530,266		53		106,000		—			106,053
Net loss for the year		—		—		—		(113,664	)		(113,664	)
Balance – December 31, 2010		13,780,266		1,378		195,955		(206,807	)		(9,474	)
Shares issued for consulting services		525,000		52		104,948		—			105,000
Shares issued for settlement of accounts payable		75,000		8		14,992		—			15,000
Net loss for the year		—		—		—		(170,158	)		(170,158	)
Balance – December 31, 2011		14,380,266		1,438		315,895		(376,965	)		(59,632	)
Net loss for the year		—		—		—		(37,882	)		(37,882	)
Balance – December 31, 2012		14,380,266		1,438		315,895		(414,847	)		(97,514	)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~F-4~~BASIS OF ACCOUNTING AND PRESENTATION

~~Table~~The accompanying consolidated financial statements have been prepared on the accrual basis of ~~Contents~~accounting. The consolidated financial statements for the year ended August 31, 2014, include China Tianfeihong Wine, Inc., Fanwei Hengchang, Changshi Tongrong and its wholly owned subsidiary, Changshitong Consulting and its VIE, Fujian Tianfeihong. The consolidated financial statements for the year ended August 31, 2013 include Fanwei Hengchang, Changshi Tongrong and Fujian Tianfeihong, as all the other entities were not in existence at that time. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Zenitech~~The ~~Corporation~~consolidated financial statements for the years ended August 31, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”) which apply to financial statements.

All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (A“US ~~Development~~Dollar” ~~Stage~~or ~~Company~~“US$” or “$”).

~~Statements of Cash Flows~~RECLASSIFICATION

	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			From July 28, 2005 (Date of Inception) to December 31, 2012
Operating Activities
Net loss for the period	$	(37,882	)	$	(170,158	)	$	(414,847	)
Adjustment to reconcile net loss to net cash used in operating activities:
Stock issued for consulting services		—			105,000			196,280
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(988	)		7,948			32,947
Net Cash Used In Operating Activities		(38,870	)		(57,210	)		(185,620	)
Financing Activities
Due to related party		38,997			35,588			95,909
Advances from (repayments to) related party		—			(4,000	)		(16,020	)
Proceeds from issuance of common stock		—			—			106,053
Net Cash (Used in) Provided by Financing Activities		38,997			31,588			185,942
Increase (Decrease) in Cash		127			(25,622	)		322
Cash - Beginning of Period		195			25,817			—
Cash - End of Period	$	322		$	195		$	322
Non-cash Transactions:
Stock issued for settlement of accounts payable	$	—		$	15,000		$	15,000
Supplemental Disclosures:
Interest paid	$	—		$	—		$	—
Income taxes paid	$	—		$	—		$	—

The consolidated financial statements for the period ended August 31, 2013 have been reclassified to conform to the headings and classifications used in the August 31, 2014 consolidated financial statements.

~~F-5~~VARIABLE INTEREST ENTITY

~~Table~~Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”), the Company is required to include in its consolidated financial statements the financial statements of ~~Contents~~its variable interest entities (“VIEs”). ASC 810 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity.

1.Under ~~Nature~~ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of ~~Operations~~the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and ~~Continuation~~(b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of ~~Business~~whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de facto agents, have the unilateral ability to exercise those rights. Fujian Tianfeihong’s actual stockholders do not hold any kick-out rights that affect the consolidation determination.

~~Zenitech~~Through ~~Corporation (~~the ~~“Company”) was~~VIE ~~incorporated~~agreements disclosed in Note 1, the ~~State~~Company ofis deemed ~~Delaware~~the onprimary ~~July~~beneficiary ~~28,~~of ~~2005~~Fujian Tianfeihong. ~~The~~Accordingly, ~~Company~~the isresults aof ~~Development~~Fujian ~~Stage~~Tianfeihong ~~Company,~~have asbeen ~~defined~~included byin ~~Accounting~~the ~~Standards~~accompanying ~~Codification~~consolidated ~~(“ASC”)~~financial ~~915,~~statements. ~~Development~~Fujian ~~Stage~~Tianfeihong ~~Entities.~~has ~~The~~no ~~Company's~~assets ~~principal~~that ~~business~~are iscollateral infor ~~the~~or ~~packaging~~restricted solely ~~industry~~to ~~developing~~settle ~~environment-friendly~~their ~~packaging products~~obligations. The ~~Company~~creditors ~~was~~of ~~formed~~Fujian onTianfeihong ~~July~~do ~~28,~~not ~~2005~~have ~~but~~recourse ~~there~~to ~~was~~the noCompany’s ~~activity until~~general ~~2009~~credit.

~~2. Summary~~The following financial balances of ~~Significant~~Fujian ~~Accounting Policies~~Tianfeihong have been included in the accompanying consolidated financial statements.

~~a) Basis of Presentation~~F-35

~~These~~CHINA ~~financial~~TIANFEIHONG ~~statements and related notes are presented in accordance with accounting principles generally accepted in the United States~~WINE, ~~and are expressed in US dollars~~INC. ~~The~~AND ~~Company’s fiscal year-end is December 31.~~SUBSIDIARIES

~~b) Use~~NOTES ofTO ~~Estimates~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~The~~FOR ~~preparation~~THE ofYEARS ~~financial statements~~ENDED inAUGUST conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to stock-based payments and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts31, ~~historical~~2014 ~~experience~~AND and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.2013

~~c) Cash~~NOTE ~~and~~2. ~~Cash~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~Equivalents~~(continued)

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

	August 31, 2014		August 31, 2013

TOTAL ASSETS⁽¹⁾	$	6,175,646	$	5,215,348
TOTAL LIABILITIES⁽¹⁾	$	781,126	$	831,849

~~d) Earnings~~ (~~Loss~~1) Total assets and liabilities of the VIE is reported net of ~~Per~~intercompany ~~Share~~balances that have been eliminated with the VIE consolidation.

The Company computes earnings (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

	Year Ended August 31,
	2014		2013


Revenue	$	7,469,997	$	8,681,546
Net income ⁽²⁾	$	990,688	$	1,380,339

e(2) ~~Foreign~~ ~~Currency Translation~~Under the Exclusive Technical Service and Business Consulting Agreement, 95% of the net income is to be remitted to WFOE.

The Company’s functional and reporting currency is the United States dollar. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss) in common stockholders’ equity (deficit). Foreign currency transaction gains and losses are included in current earnings.

	Year Ended August 31,
	2014			2013


Net cash provided by operating activities	$	1,214,686		$	1,443,575
Net cash (used in) investing activities		(849	)		—
Net cash provided by financing activities		24,369			559,910
Effect of exchange rate changes on cash		(3,837	)		82,233

Net increase in cash		1,234,369			2,085,718

~~f) Stock-based~~The Company believes that Changshitong Consulting’s contractual ~~Compensation~~agreements with Fujian Tianfeihong are in compliance with PRC law and are legally enforceable. The stockholders of Fujian Tianfeihong are also the senior management of the Company and therefore the Company believes that they have no current interest in seeking to act contrary to the contractual arrangements. However, Fujian Tianfeihong and its stockholders may fail to take certain actions required for the Company’s business or to follow the Company’s instructions despite their contractual obligations to do so. Furthermore, if Fujian Tianfeihong or its stockholders do not act in the best interests of the Company under the contractual arrangements and any dispute relating to these contractual arrangements remains unresolved, the Company will have to enforce its rights under these contractual arrangements through PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. As a result, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements, which may make it difficult to exert effective control over Fujian Tianfeihong, and its ability to conduct the Company’s business may be adversely affected.

InCHANGE ~~accordance~~OF ~~with~~FISCAL ~~ASC~~YEAR ~~718,~~END ~~Compensation – Stock Compensation, and ASC 505, Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method.~~DATE

FOn December 30, 2013, the Board of Directors of the Company approved changing the fiscal year-6end of the Company from December 31 to August 31 as a result of the Fanwei Hengchang Acquisition.

~~Table of Contents~~F-36

~~g) Income~~CHINA ~~Taxes~~TIANFEIHONG WINE, INC. AND SUBSIDIARIES

~~The~~NOTES ~~Company~~TO ~~accounts~~THE ~~for~~CONSOLIDATED ~~income taxes~~FINANCIAL using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.STATEMENTS

~~h) Revenue~~FOR ~~Recognition~~THE YEARS ENDED AUGUST 31, 2014 AND 2013

~~The~~NOTE ~~Company~~2. ~~recognizes~~SUMMARY ~~revenue when~~OF ~~persuasive~~SIGNIFICANT ~~evidence~~ACCOUNTING ~~of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectibility~~POLICIES ~~is reasonably assured.~~(continued)

~~i) Cost~~USE ofOF ~~Revenue~~ESTIMATES

~~Cost~~The preparation of ~~revenue~~consolidated ~~consists primarily~~financial statements in conformity with accounting principles generally accepted in the United States of ~~material~~America ~~costs,~~requires ~~freight~~management ~~charges,~~to make ~~direct~~estimates ~~labor,~~and ~~overhead~~assumptions that affect certain reported amounts of assets and ~~related~~liabilities ~~costs,~~and ~~which~~disclosure ~~are~~of ~~directly~~contingent ~~attributable~~assets and toliabilities at the ~~production~~ date of ~~products.~~the ~~Write-down~~financial ofstatements ~~inventory~~and tothe ~~lower~~reported amounts of ~~cost~~revenues orand ~~market~~expenses isduring ~~also~~the ~~recorded~~reporting periods. inActual ~~cost~~results ofcould ~~sales~~differ from those estimates.

~~j) Shipping~~FOREIGN ~~and Handling~~CURRENCY ~~Costs~~TRANSLATION

~~Shipping~~Almost ~~and~~all ~~handling~~Company ~~costs~~assets ~~for freight~~are ~~expense~~located onin ~~goods~~the ~~shipped~~PRC. isThe ~~included~~functional currency infor ~~cost~~the majority of ~~revenue.~~the ~~Shipping~~Company’s ~~and~~operations ~~handling~~is ~~costs,~~the toRenminbi ~~the~~(“RMB”). ~~extent~~The ~~billed~~Company touses ~~customers,~~the United States ~~are~~Dollar ~~included~~(“US inDollar” ~~revenue~~or “US$” or “$”) for financial reporting purposes. ~~There~~The ~~were~~financial nostatements of ~~shipping~~the orCompany ~~handling~~have ~~costs~~been ~~incurred~~translated ~~since~~into ~~inception~~US dollars in accordance with FASB ASC 830, “Foreign Currency Matters.”

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

~~Advertising~~The ~~costs~~exchange ~~are~~rates ~~expensed~~used to translate amounts asin ~~incurred.~~RMB ~~There~~into ~~were~~US nodollars ~~advertising~~for ~~costs~~the ~~incurred~~purposes ~~since~~of ~~inception.~~preparing the consolidated financial statements are as follows:

l) Recent Accounting Pronouncements

	August 31, 2014		August 31, 2013

Consolidated balance sheet items, except for stockholders’ equity, as of the year end		0.1625		0.1622
Amounts included in the statements of income, statement of changes in stockholders’ equity and statements of cash flows for the year		0.1627		0.1599

~~The~~For ~~Company~~the ~~has~~years ~~implemented~~ended ~~all new~~August ~~accounting~~31, ~~pronouncements~~2014 ~~that~~and ~~are~~2013, foreign incurrency ~~effect~~translation adjustments of $79,393 and ~~that~~$94,704, ~~may~~respectively, ~~impact~~have ~~its~~been ~~financial~~reported ~~statements~~as ~~and~~other ~~does~~comprehensive ~~not~~income (loss). ~~believe~~Other ~~that~~comprehensive ~~there~~income ~~are~~of the Company consists entirely of foreign currency translation adjustments. Pursuant to ASC ~~any~~740-30-25-17, ~~other~~“Exceptions ~~new~~to ~~accounting~~Comprehensive ~~pronouncements~~Recognition ~~that~~of ~~have~~Deferred ~~been~~Income ~~issued~~Taxes,” ~~that~~the ~~might~~Company ~~have~~does anot ~~material~~recognize ~~impact~~deferred U.S. ontaxes related to the undistributed earnings of its ~~financial~~foreign ~~position~~subsidiaries orand, ~~results~~accordingly, recognizes no income tax expense ofor ~~operations~~benefit from foreign currency translation adjustments.

3Although government regulations now allow convertibility of the RMB for current account transactions, significant restrictions still remain. ~~Going~~ Hence, such translations should ~~Concern~~not be construed as representations that the RMB could be converted into US dollars at that rate or any other rate.

~~These financial~~The ~~statements~~value ~~have~~of ~~been prepared on a going concern basis, which implies that~~ the ~~Company~~RMB ~~will~~against ~~continue to realize its assets and discharge its liabilities in~~ the ~~normal~~US ~~course of business. The Company has not generated significant revenue since inception~~dollar and ~~has~~other ~~never~~currencies ~~paid~~may ~~any~~fluctuate ~~dividends~~ and is ~~unlikely~~affected toby, ~~pay~~among ~~dividends~~other orthings, ~~generate~~changes ~~earnings~~ in the ~~immediate~~PRC’s orpolitical foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ~~the~~economic ~~attainment of profitable operations~~conditions. AsAny atsignificant ~~December~~revaluation ~~31,~~of ~~2012,~~ the ~~Company~~RMB ~~has~~may ~~accumulated~~materially ~~losses~~affect ~~since inception and has a working capital deficit. These factors raise substantial doubt regarding~~ the Company’s ~~ability to continue as a going concern. These~~ financial ~~statements~~condition doin ~~not~~terms ~~include any adjustments to the recoverability and classification~~ of ~~recorded~~US ~~asset~~dollar ~~amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern~~reporting.

~~4. Related Party Transactions~~F-37

AtCHINA ~~December~~TIANFEIHONG 31WINE, ~~2012, the Company was indebted to the President of the Company for $79,889 (2011 - $40,892) for expenses paid on behalf of the Company~~INC. ~~The~~AND ~~related party advances are payable on demand, unsecured and bear no interest.~~SUBSIDIARIES

~~F-7~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~FOR ofTHE ~~Contents~~YEARS ENDED AUGUST 31, 2014 AND 2013

5NOTE 2. ~~Commitment~~ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

OnREVENUE March 3, 2010, the Company entered into a license agreement with Guang Wei Qu (the "Licensor"), the owner of a patent in the People’s Republic of China for an environment-friendly floral sleeve product (the “Patent”). The Licensor granted an exclusive world-wide license to the Company to use the Patent and to manufacture, distribute, market, sell, lease and/or license or sub-license all products derived or developed from such Patent. In exchange, the Company will pay 12% of all product revenues as royalty fees on a quarterly basis.RECOGNITION

6Revenues are primarily derived from selling fruit wines to contract distributors and retail establishments. ~~Income~~ ~~Taxes~~The Company’s revenue recognition policies comply with FASB ASC 605 “Revenue Recognition.” The Company recognizes product revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. The Company recognizes revenue for product sales upon transfer of title to the customer. Customer purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents and the completion of any customer acceptance requirements, when applicable, are used to verify product delivery. The Company assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.

The Company ishas ~~subject~~no toproduct ~~United States~~returns ~~federal~~or ~~and~~sales ~~state~~discounts ~~income~~and ~~taxes at an approximate rate of 34%. The estimated net operating loss carry forwards of approximately~~allowances ~~$74,313~~because ~~begin~~goods todelivered ~~expire~~and inaccepted ~~2032.~~by ~~The~~customers ~~reconciliation~~are ofnormally ~~the~~not ~~provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:~~returnable.

	December 31, 2012			December 31, 2011
Income tax benefit at statutory rate	$	12,880		$	57,854
Stock issued for consulting services		—			(35,700	)
Valuation allowance change		(12,880	)		(22,154	)
Provision for income taxes	$	—		$	—

The Company recognizes gift sample products as cost of goods sold in compliance with ASC 605-50-S99. As such, when the Company gives a customer a free product, the expense associated with this free product at the time of sale is classified as cost of goods sold.

~~The~~SHIPPING ~~significant components of deferred income tax assets and liabilities at December 31, 2012 and 2011 are as follows:~~COSTS

	December 31, 2012			December 31, 2011
Net operating loss carryforward	$	74,313		$	61,433
Valuation allowance		(74,313	)		(61,433	)
Net deferred income tax asset	$	—		$	—

Shipping costs incurred by the Company are recorded in selling and marketing expenses. Shipping costs for the years ended August 31, 2014 and 2013 were $324,261 and $368,581, respectively.

~~F-8~~CASH AND CASH EQUIVALENTS

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

~~Item~~ACCOUNTS 9.RECEIVABLE ~~Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.~~

~~None~~Accounts receivable are recorded at the contract amount after deduction of trade discounts and allowances, if any, and do not bear interest. The allowance for doubtful accounts, when necessary, is the Company’s best estimate of the amount of probable credit losses of accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions.

~~Item~~Account 9Abalances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. ~~Controls~~The Company does not have any off-balance-sheet credit exposure related to its customers. As of August 31, 2014 and ~~Procedures~~2013, the Company considers accounts receivable of $431,940 and $609,890, respectively, fully collectible. For the periods presented, the Company did not write off any accounts receivable as bad debts.

~~Disclosure Controls and Procedures~~INVENTORY

WeInventory, ~~carried~~comprised ~~out~~principally ~~an evaluation~~ of ~~the effectiveness~~bottled ~~of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31~~wine, ~~2012~~is ~~(the “Evaluation~~valued ~~Date”).~~at ~~This evaluation was carried out by our management, with~~ the ~~participation~~lower of ~~our~~cost ~~principal~~or ~~executive officer~~market ~~and principal financial officer, Hong Yang~~value. ~~Based~~The ~~upon~~value ~~that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as~~ of ~~the~~inventories ~~Evaluation~~is ~~Date~~determined asusing ~~a result of~~ the ~~material weaknesses~~ first-in, ~~internal~~first-out ~~control over financial reporting discussed below~~method.

~~Disclosure~~The ~~controls~~Company ~~and~~periodically ~~procedures~~estimates ~~are~~an ~~those controls~~inventory ~~and~~allowance ~~procedures~~for ~~that~~estimated ~~are~~unmarketable ~~designed~~inventories. toInventory ~~ensure~~amounts ~~that information required to be disclosed in our reports filed or submitted under the Exchange Act~~ are ~~recorded, processed, summarized and~~ reported ~~within~~net ~~the~~of ~~time~~such ~~periods~~allowances, ~~specified~~if ~~in the SEC's rules and forms~~any. ~~Disclosure controls~~There ~~and~~were ~~procedures include, without limitation, controls and procedures designed to ensure that information required to be~~no ~~disclosed~~allowances infor ~~our~~inventory ~~reports~~as ~~filed~~of ~~under~~August ~~the Exchange Act is accumulated and communicated to management~~31, ~~including~~2014 ~~our principal executive officer~~ and ~~principal financial officer, to allow timely decisions regarding required disclosure~~2013.

~~Changes in internal control over financial reporting.~~F-38

~~There~~CHINA ~~were~~TIANFEIHONG ~~no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected~~WINE, orINC. ~~are~~AND ~~reasonably likely to materially affect, our internal control over financial reporting.~~SUBSIDIARIES

~~Management's~~NOTES ~~Annual~~TO ~~Report~~THE onCONSOLIDATED ~~Internal~~FINANCIAL ~~Control over Financial Reporting~~STATEMENTS

~~Our~~FOR ~~management~~THE isYEARS ~~responsible~~ENDED ~~for~~AUGUST ~~establishing and maintaining adequate internal control over financial reporting~~31, as2014 ~~such~~AND ~~term is defined in Rules 13a-15(f) of the Exchange Act.~~2013

~~Internal~~NOTE control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2). ~~provide~~SUMMARY ~~reasonable~~OF ~~assurance~~SIGNIFICANT ~~that~~ACCOUNTING ~~transactions are recorded as necessary~~POLICIES to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3continued) ~~provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.~~

~~Management~~FAIR ~~recognizes~~VALUE ~~that~~OF ~~there~~FINANCIAL are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.INSTRUMENTS

22FASB ASC 820, “Fair Value Measurement,” defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

~~Table~~FIXED ~~of Contents~~ASSETS

AFixed ~~material~~assets ~~weakness~~are isrecorded aat ~~significant deficiency~~cost, less accumulated ordepreciation. ~~combination~~Cost ofincludes ~~significant~~the ~~deficiencies~~price paid to acquire the asset, and any expenditures that ~~results~~substantially inincrease ~~there~~the ~~being~~asset’s value aor ~~more~~extends ~~than~~the ~~remote~~useful ~~likelihood~~life ~~that~~of aan ~~material~~existing ~~misstatement~~asset. Depreciation is computed using the straight-line method over the estimated useful lives of the ~~annual~~assets. orMajor ~~interim~~repairs ~~financial~~and ~~statements~~betterments ~~will~~that ~~not~~significantly beextend ~~prevented~~original useful lives or ~~detected~~improve productivity are capitalized and depreciated over the periods benefited. Maintenance and repairs are generally expensed as incurred. The estimated useful lives for fixed asset categories are as follows:

~~Our~~Computers ~~management, with the participation of our principal executive officer~~ and ~~principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial~~equipment 3 reporting, as of the end of the fiscal year ended December 31, 2012. This evaluation was based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective.years

~~During~~Motor ~~the~~vehicles ~~evaluation,~~4 ~~our management internal control over financial reporting as of Evaluation Date and identified the following material weaknesses in our internal control over financial reporting:~~years

1.Fixture ~~Inadequate~~and ~~Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.~~furniture 5 years

2.IMPAIRMENT ~~Insufficient~~OF ~~Written~~LONG-LIVED ~~Policies & Procedures: We have insufficient written policies and procedures for accounting and financial reporting.~~ASSETS

3The Company applies FASB ASC 360, “Property, Plant and Equipment,” which addresses the financial accounting and reporting for the recognition and measurement of impairment losses for long-lived assets. ~~Inadequate~~In ~~Financial~~accordance ~~Statement~~with ~~Closing~~ASC ~~Process:We~~360, ~~have~~long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an ~~inadequate~~asset ~~financial~~may ~~statement~~not ~~closing~~be ~~process~~recoverable. The Company may recognize the impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to those assets. No impairment of long-lived assets was recognized for the periods presented.

4.INCOME ~~Lack of Audit Committee Financial Expert:Our audit committee has deficiencies due to the fact that it does not have an audit committee financial expert.~~TAXES

WeThe doCompany ~~not~~accounts ~~know~~for atincome ~~this~~taxes ~~time~~in ~~when~~accordance with weFASB ASC 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be intaxable or deductible when the aassets ~~position~~and toliabilities ~~address~~are ~~these~~recovered ~~weaknesses~~or settled. As of August 31, ~~what~~2014 ~~steps~~and we2013, ~~will~~the ~~take~~Company orhad ~~how~~no ~~much~~deferred ittax ~~will~~assets ~~cost~~or liabilities.

~~This~~ASC ~~annual~~740 ~~report~~addresses ~~does~~the ~~not~~determination ~~include~~of anwhether ~~attestation~~tax benefits ~~report~~claimed ofor ~~our~~expected ~~registered~~to ~~public~~be ~~accounting~~claimed ~~firm~~on ~~regarding~~a ~~internal~~tax ~~control~~return ~~over~~should be recorded in the financial ~~reporting~~statements. ~~Management's~~Under ~~report~~ASC ~~was~~740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be ~~subject~~sustained toon ~~attestation~~examination by ~~our~~the ~~registered~~taxing ~~public~~authorities, ~~accounting~~based ~~firm~~on ~~pursuant~~the totechnical ~~Rule~~merits ~~2-02(f)~~of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of ~~Regulation~~being Srealized upon ultimate settlement. ASC 740 also provides guidance on de-Xrecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of August 31, 2014 and 2013, the Company does not have accruals for uncertain tax positions.

~~Changes in internal control over financial reporting~~F-39

~~There~~CHINA ~~were~~TIANFEIHONG ~~no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31~~WINE, ~~2011~~INC. ~~that~~AND ~~have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.~~SUBSIDIARIES

~~Limitations~~NOTES onTO ~~the~~THE ~~effectiveness~~CONSOLIDATED ofFINANCIAL ~~controls and procedures~~STATEMENTS

~~Our~~FOR ~~management,~~THE ~~including~~YEARS ~~our~~ENDED ~~Chief~~AUGUST ~~Executive Officer and President~~31, do2014 ~~not~~AND expect that our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.2013

23NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

~~PART~~United ~~III~~States

~~Item~~The 10Company is subject to United States tax at graduated rates from 15% to 35%. ~~Directors,~~No ~~Executive~~provision ~~Officers~~for income taxes in the United States has been made as the Company had no U.S. taxable income for the years ended August 31, 2014 and ~~Corporate~~2013 ~~Governance~~because it is the Company's intention to indefinitely reinvest such earnings in its foreign subsidiaries. If such earnings were distributed, the Company would be subject to additional US income tax expense. Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practicable.

~~Identification of Directors, Executive Officers, Promoters and Control Persons~~PRC

~~Our~~Changshitong ~~directors~~Consulting ~~hold~~and ~~office~~its ~~until~~VIE, ~~the next annual~~Fujian ~~meeting~~Tianfeihong ofare ~~the~~subject ~~stockholders~~to oran ~~until~~Enterprise ~~her~~Income ~~successor~~Tax ~~has~~at ~~been~~25% ~~elected~~ and ~~qualified.~~file ~~The officers of our company are appointed by our directors and hold office until~~ their ~~death,~~own ~~resignation~~tax ~~or removal from office~~returns. AsConsolidated oftax ~~December~~returns ~~31,~~are ~~2011,~~not ~~the names, age, positions~~permitted ~~held,~~in ~~and dates first elected or appointed of our directors and executive officers are as follows:~~China.

Name	Position Held with the Company	Age	Date First Elected or Appointed
Hong Yang	Director, President, Secretary and Treasurer	43	July 2005
Mo You Yu	Director	50	March 2011

BVI

~~Business~~Fanwei ~~Experience~~Hengchang is incorporated in the BVI and is governed by the income tax laws of the BVI. According to the current BVI income tax law, the applicable income tax rate for the Company is 0%.

Hong ~~Yang~~Kong

~~Ms.~~Changshi ~~Hong~~Tongrong ~~Yang~~is ~~has~~incorporated ~~been~~in ~~the President, Treasurer,~~Hong ~~Secretary~~Kong. ~~and~~Pursuant ~~sole~~to ~~director~~the ofincome ~~Zenitech~~tax ~~Corporation~~laws ~~since~~of ~~July~~Hong 28Kong, ~~2005 (inception of~~ the Company) ~~and~~ is ~~our~~not ~~original~~subject ~~founder. For~~to ~~the~~tax ~~last~~on ~~five~~non-Hong ~~years,~~Kong ~~her~~source ~~focus has been in the business development in the health care industry in China~~income.

MoADVERTISING ~~You Yu~~COSTS

~~Ms.~~Advertising Yucosts ~~has~~are ~~been~~charged ~~appointed~~to ~~as our director~~operations ~~since~~when ~~March 23, 2011~~incurred. ~~Mr.~~For Yu got his bachelor degree in International Finance and World Economics in Shanghai University of Finance and Economics of China, and he is also trained in accounting in Canada and has got his master’s degree in International Management from the ~~Whitworth University School of Global Commerce and Management in the United States of America. He was a project investment banker having worked in Bank of China Shanghai Branch for about six~~ years. ~~His~~ended ~~portfolios~~August ~~included many multimillion-dollar overseas joint venture projects in manufacturing~~31, ~~construction,~~2014 ~~off-shore~~and ~~oil exploration~~2013, ~~health~~advertising ~~care,~~expense ~~hospitality~~was ~~and agricultural industries. He also served as board members in some of the above corporations. For the past nine years~~$234,939 ~~he organized over a dozen official delegations from China to both Canada~~ and ~~the US for professional training and exchange programs in the health care field. He has also assisted a US company in identifying~~$166, ~~evaluating~~566, ~~contracting and outsourcing Chinese manufacturers for a plastic liner bag product for the North American market~~respectively.

~~Mr.~~STATUTORY YuRESERVE ~~has not previously held any positions as a director or officer of a public company and has been appointed as our director since March 23, 2011.~~FUND

~~Involvement~~Pursuant into ~~Certain~~the ~~Legal~~corporate ~~Proceedings~~law of the PRC, the Company is required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory reserve fund until such reserve balance reaches 50% of the Company’s registered capital. The statutory reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or used to increase registered capital, provided that the remaining reserve balance after use is not less than 25% of registered capital. For the year ended August 31, 2014 and 2013, a statutory reserve of $86,730 and $133,052 was required to be allocated by the Company, respectively.

~~Our~~NOTE ~~directors,~~3. ~~executive~~RECENTLY ~~officers~~ISSUED ~~and~~ACCOUNTING ~~control persons have not been involved in any of the following events during the past five years:~~STANDARDS

24In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and requires additional disclosures if certain criteria are met. This guidance is effective for fiscal periods ending after December 15, 2016, with early adoption permitted. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements.

~~Table of Contents~~F-40

1.CHINA ~~any~~TIANFEIHONG ~~bankruptcy~~WINE, ~~petition~~INC. ~~filed~~AND ~~by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;~~SUBSIDIARIES

2.NOTES ~~any~~TO ~~conviction~~THE inCONSOLIDATED aFINANCIAL ~~criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);~~STATEMENTS

3.FOR ~~being~~THE ~~subject~~YEARS toENDED ~~any~~AUGUST ~~order~~31, ~~judgment,~~2014 orAND decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or,2013

4NOTE 3. ~~being~~RECENTLY ~~found~~ISSUED byACCOUNTING aSTANDARDS ~~court of competent jurisdiction~~ (~~in a civil action~~continued)~~, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.~~

~~Section~~In ~~16(~~May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition”. The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a) ~~Beneficial~~contract. ~~Ownership~~This ~~Compliance~~guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. The Company has not yet determined the potential impacts of this updated authoritative guidance on its consolidated financial statements.

~~Section~~In ~~16(a)~~April 2014, of the ~~Securities~~FASB ~~Exchange~~issued ~~Act~~ASU ~~requires our~~2014-08, ~~executive~~“Presentation ~~officers~~of Financial Statements (Topic 205) and ~~directors~~Property, Plant, and ~~persons~~Equipment (Topic ~~who~~360), ~~own~~Reporting ~~more~~Discontinued ~~than~~Operations ~~10%~~and Disclosures of ~~our~~Disposals ~~common~~of ~~stock~~Components of an Entity”, towhich ~~file~~amends ~~reports~~the requirements ~~regarding~~for ~~ownership~~reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of, ~~and~~an ~~transactions~~entity is required to be reported in, ~~our~~discontinued ~~securities~~operations ~~with~~if the ~~Securities~~disposal ~~and~~represents ~~Exchange~~a ~~Commission~~strategic shift that has (or will have) a major effect on an entity's operations and tofinancial ~~provide~~results uswhen ~~with~~the ~~copies~~component or group of ~~those~~components ~~filings.~~meets the criteria ~~Based~~to ~~solely~~be onclassified ~~our~~as ~~review~~held offor sale or when the ~~copies~~component or group of ~~such~~components ~~forms~~is ~~received~~disposed of by ~~us,~~sale or ~~written~~other ~~representations~~than ~~from~~by ~~certain~~sale. ~~reporting persons~~In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant wecomponent ~~believe~~of an entity that ~~during~~does ~~fiscal~~not ~~year~~qualify ~~ended~~for discontinued operations presentation in the financial statements. The guidance is effective for annual and interim periods beginning after December 3115, ~~2011~~2014, ~~all~~with ~~filing~~early ~~requirements~~adoption ~~applicable~~permitted. toThis ~~its~~accounting standard ~~officers,~~update ~~directors~~is ~~and~~not ~~greater than~~expected ~~ten~~to ~~percent~~have ~~beneficial~~a ~~owners~~material ~~were~~impact ~~complied~~on ~~with~~the Company’s consolidated financial statements.

~~Nomination~~In July 2013, FASB issued ASU No. 2013-11, Presentation of an Unrecognized Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for ~~Directors~~a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. An exception exists to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax of the applicable jurisdiction does not require the entity to use, and entity does not intend to use, the deferred tax asset for such a purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU No. 2013-11 is effective for fiscal years and interim periods beginning after December 15, 2013 and did not have a material impact on the Company's consolidated financial statements.

~~All~~NOTE ~~proceedings~~4. ofFAIR ~~the~~VALUE ~~board~~OF ofFINANCIAL ~~directors for the year ended December 31, 2011 were conducted by resolutions consented to in writing by the sole director and filed with the minutes of the proceedings of the director.~~INSTRUMENTS

WeFASB doASC ~~not~~820, ~~have~~“Fair ~~any~~Value ~~defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that~~Measurement, ~~given~~” ~~the~~specifies ~~stage of our development,~~ a ~~specific~~hierarchy ~~nominating policy would be premature and~~ of ~~little~~valuation ~~assistance~~techniques ~~until~~based ~~our~~upon ~~business~~whether ~~operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for~~ the ~~election~~inputs ~~of nominees~~ to ~~the~~those ~~board~~valuation oftechniques ~~directors~~reflect ~~and~~assumptions other wemarket doparticipants ~~not~~would ~~have~~use ~~any~~based ~~specific~~upon ~~process~~market ordata ~~procedure~~obtained ~~for~~from ~~evaluating~~independent ~~such~~sources ~~nominees~~(observable inputs). ~~The~~In ~~board of directors~~accordance ~~will~~with ~~assess~~ASC ~~all candidates~~820, ~~whether~~the ~~submitted~~following bysummarizes ~~management~~the orfair ~~shareholders,~~value ~~and make recommendations for election or appointment.~~hierarchy:

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, Hong Yang, at the address appearing on the first page of this annual report.

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

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

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

~~Code of Ethics~~F-41

WeCHINA ~~have~~TIANFEIHONG ~~not~~WINE, ~~yet adopted a corporate code of ethics~~INC. ~~Our~~ ~~board~~AND of directors is considering, over the next year, establishing a code of ethics to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.SUBSIDIARIES

25NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~FOR ofTHE ~~Contents~~YEARS ENDED AUGUST 31, 2014 AND 2013

~~Audit~~NOTE 4. ~~Committee~~FAIR ~~and~~VALUE ~~Audit~~OF ~~Committee~~FINANCIAL ~~Financial Expert~~INSTRUMENTS (continued)

WeASC ~~currently~~820 ~~does~~requires ~~not~~the ~~have~~use ~~nominating~~of observable market data, ~~compensation~~when available, orin ~~audit~~making ~~committees~~fair orvalue ~~committees~~measurements. ~~performing~~When ~~similar~~inputs ~~functions~~used ~~nor~~to ~~does~~measure ~~our~~fair ~~company~~value ~~have~~fall awithin ~~written~~different ~~nominating~~levels of the hierarchy, ~~compensation~~the orlevel ~~audit~~within ~~committee~~which ~~charter.~~the ~~Our~~fair ~~board~~value ofmeasurement ~~directors~~is ~~does~~categorized ~~not~~is ~~believe~~based ~~that~~on itthe lowest level input that is ~~necessary~~significant to ~~have~~the ~~such~~fair ~~committees~~value measurements. ~~because~~Valuation ittechniques ~~believes that~~used need to maximize the ~~functions~~use of ~~such~~observable ~~committees~~inputs ~~can~~and minimize the use of unobservable inputs. As of August 31, 2014 and August 31, 2013, none of the Company’s assets and liabilities were required to be ~~adequately~~reported ~~performed~~at fair byvalue on a recurring basis. Carrying values of non-derivative financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate their fair values due to the ~~board~~short term nature of ~~directors~~these financial instruments. There were no changes in methods or assumptions during the periods presented.

~~Our~~NOTE ~~board~~5. ofFIXED directors has determined that we do not have a board member that qualifies as an "audit committee financial expert", nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.ASSETS

WeFixed ~~believe~~assets ~~that~~are ~~our~~summarized board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.follows:

Item 11. Executive Compensation

	August 31, 2014			August 31, 2013

Computers and equipment	$	24,618		$	23,732
Motor vehicles		148,504			148,269
Fixtures and furniture		13,878			13,856
		187,000			185,857
Less: Accumulated depreciation		(138,887	)		(81,803	)
Fixed assets, net	$	48,113		$	104,054

NoFor ~~executive~~the ~~officer~~years ofended ~~our~~August ~~company~~31, ~~received~~2014 ~~an annual salary~~ and ~~bonus~~2013, ~~that~~depreciation ~~exceeded~~expense was $6057,~~000~~025 ~~during~~and ~~the fiscal years ended December 31~~$41,620 ~~2012~~respectively.

~~The~~NOTE ~~following~~6. ~~table~~ACCRUED ~~shows~~LIABILITIES ~~the~~AND ~~particulars~~OTHER ~~of compensation paid to the following persons, where applicable, for the year ended December 31, 2012:~~PAYABLES

~~(a)~~Accrued ~~our~~liabilities ~~principal~~and ~~executive~~other ~~officer;~~payables consisted of the following:

(b) each of our two most highly compensated executive officers who were serving as executive officers at the year ended December 31, 2012; and

	August 31, 2014		August 31, 2013

Accrued payroll	$	9,250	$	9,783
Professional fees		47,941		—
Other		15,790		2,256
Accrued liabilities and other payables	$	72,981	$	12,039

~~(c)~~NOTE up7. to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,LEASES

26The Company leases office space under an eight-year operating lease from an unrelated third party, expiring on June 30, 2017. This lease has a renewal option. This lease requires the Company to pay the total rent in advance for one year of RMB 264,000 (US$43,006). The monthly rent charge was increased from RMB 22,000 (USD $3,579) to RMB 25,000 (USD $4,068) commencing July 2014.

~~Table of Contents~~F-42

~~who~~CHINA weTIANFEIHONG ~~may~~WINE, ~~collectively~~INC. ~~refer~~AND ~~to as the named executive officers:~~SUBSIDIARIES

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Options granted	Option Awards ($)(5)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Hong Yang, President Secretary Treasurer and Director	2011	-	-	-	-	-	-	-	-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~(1)~~FOR ~~Hong~~THE ~~Yang~~YEARS isENDED ~~our~~AUGUST ~~President~~31, ~~Chief~~2014 ~~Executive~~AND ~~Officer, Chief Financial Officer, Secretary, Treasurer and director.~~2013

~~There are no written employment or consulting agreements~~NOTE ~~between~~7. ~~our~~LEASES ~~company and any of our directors and executive officers.~~(continued)

~~Pension,~~The ~~Retirement~~minimum orfuture ~~Similar~~rentals ~~Benefit~~under ~~Plans~~this lease as of August 31, 2014 are as follows:

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Period Ending
August 31,		Amount

	2015	$	48,810
	2016		48,810
	2017		40,675

		$	138,295

~~Stock~~The ~~Options~~Company had an operating lease for other office space at a monthly rent of approximately $1,429 that expired on April 22, 2014 and ~~Stock~~was ~~Appreciation~~not ~~Rights~~renewed.

~~From~~Rent ~~the~~expense ~~date~~for ofthe ~~inception~~years ~~July~~ended ~~28,~~August ~~2005~~31, ~~we did~~ ~~not~~2014 ~~grant~~and ~~any~~2013 ~~stock~~was ~~options~~$53,934 orand ~~stock~~$55,003, ~~appreciation rights to any of our directors or officers~~respectively.

AsNOTE of8. ~~the~~INCOME ~~date of this annual report on Form 10-K, we have not adopted a stock option plan.~~TAXES

27The provision for income taxes consisted of the following:

Table of Contents

	For the year ended August 31,
	2014		2013

Current	$	332,871	$	468,033
Deferred		—		—
	$	332,871	$	468,033

~~OUTSTANDING~~The ~~EQUITY~~Company ~~AWARDS~~is ATrequired ~~FISCAL~~to ~~YEAR-END~~file ~~Option~~income ~~Awards~~tax returns ~~Stock~~in ~~Awards~~both ~~Name~~the ~~Number~~PRC ofand ~~Securities~~the ~~Underlying~~United ~~Unexercised~~States. PRC ~~Options~~tax ~~(#)~~filings ~~Exercisable~~for ~~Number~~the oftax ~~Securities~~year ~~Underlying~~ended ~~Unexercised~~December Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares31, ~~Units~~2013 orwere ~~Other~~examined by ~~Rights~~the ~~That~~PRC ~~Have~~tax ~~Not~~authorities ~~Vested~~before May ~~(#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares~~31, ~~Units~~2014. orThe ~~Other~~tax ~~Rights~~filings ~~That~~were ~~Have~~accepted ~~Not~~and ~~Vested~~no ~~($)~~adjustments ~~Hong~~were ~~Yang~~proposed -by -the -PRC tax ~~- - - - - - Mo You Yu - - - - - - - - -~~authorities.

~~Compensation~~The Company did not generate any income in the United States or otherwise have any U.S. taxable income. The Company does not believe that it has any U.S. federal income tax liabilities with respect to any transactions that the Company or any of ~~Directors~~its subsidiaries may have engaged in through August 31, 2014. However, there can be no assurance that the IRS will agree with this position, and therefore the Company ultimately could be liable for U.S. federal income taxes, interest and penalties.

~~Directors~~NOTE ~~may be paid their expenses for attending each meeting of the directors and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director~~9. NoRELATED ~~payment~~PARTY precludes any director from serving our company in any other capacity and being compensated for such service. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.TRANSACTIONS

OnFrom ~~January~~time 9to time, ~~2009~~the wemajority ~~issued~~stockholder has ~~12,800,000~~loaned ~~shares of~~money ~~our~~to ~~common~~the ~~stock~~Company, primarily to ~~Hong~~meet ~~Yang,~~the ~~our~~non-RMB ~~President,~~cash ~~Chief~~requirements. ~~Executive~~The ~~Officer,~~loans ~~Chief~~are ~~Financial~~non-interest ~~Officer~~bearing and due on demand. The balance of $24,339 ~~Secretary~~and $0 at August 31, ~~Treasurer~~2014 and ~~sole director~~August 31, as2013, ~~founder~~respectively, ~~shares~~represents professional and inlegal fees ~~exchange~~incurred ~~for~~in the ~~services~~U.S. ~~she~~paid ~~rendered~~by tothis usstockholder. The ~~shares~~balance ~~were~~is ~~recorded~~reflected atas ~~par~~loans ~~value,~~from ~~which~~stockholder ~~is equal~~on tothe ~~$0.0001~~consolidated ~~per share~~balance sheet.

~~On October 1, 2009, we issued 150,000 shares of our common stock to Mo You Yu, our director for the services he rendered to us. The shares were recorded at $0.20 per shares.~~F-43

OnCHINA ~~May~~TIANFEIHONG 12WINE, ~~2010, Mr~~INC. MoAND ~~You Yu purchased 80,000 shares of our common stock at a price of $0.20 per shares through our private placement.~~SUBSIDIARIES

OnNOTES ~~October~~TO 1,THE ~~2010,~~CONSOLIDATED weFINANCIAL ~~issued 75,000 shares of our common stock to Mr. Mo You Yu, our director for the services he rendered to us. The shares were recorded at $0.20 per shares.~~STATEMENTS

28FOR THE YEARS ENDED AUGUST 31, 2014 AND 2013

~~Table~~NOTE of10. ~~Contents~~CONTINGENCIES

OnThe ~~April~~Company ~~11,~~did ~~2011~~not file with the U.S. Internal Revenue Service the information report for the year ended December 31, we2013 ~~issued~~concerning 75its interest in foreign bank accounts on form TDF 90-22.1,~~000~~ ~~shares~~“Report of ~~our common~~Foreign ~~stock~~Bank toand MrFinancial Accounts” (“FBAR”). MoNot ~~You~~complying ~~Yu,~~with ~~our~~the FBAR ~~director~~reporting ~~for~~and recordkeeping requirements will subject the ~~services~~Company heto ~~rendered~~civil penalties up to us$10,000 for each of its foreign bank accounts. The ~~shares~~Company ~~were~~has ~~recorded~~not determined the amount of any penalties that may be assessed at ~~$0.20~~this ~~per~~time ~~shares~~and believes that penalties, if any, that may be assessed would not be material to the consolidated financial statements.

~~Other~~NOTE ~~than as described in the paragraph above, we have no present formal plan for compensating our directors for their service in their capacity as directors~~11. ~~Directors~~CONCENTRATION ~~are~~OF ~~entitled to~~CREDIT ~~reimbursement~~AND ~~for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our~~BUSINESS board. The board may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments during the fiscal year ended December 31, 2012.RISKS

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Option Granted	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Hong Yang	-	-	-	-	-	-	-
Mo You Yu	-	-	-	-	-	-	-

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

~~Employment~~As ~~Contracts~~of August 31, ~~Termination~~2014 and 2013, no customer accounted for more than 10% of ~~Employment~~accounts receivable. There were no major customers which accounted for 10% or more of the total net revenue for the years ended August 31, 2014 and ~~Change~~2013. InFour ~~Control~~vendors ~~Arrangements~~individually accounted for more than 10% of purchases for the year ended August 31, 2014 and 2013. The Company extends credit to its customers based upon its assessment of their credit worthiness and generally does not require collateral. Credit losses have not been significant.

~~Other~~The ~~than~~Company’s asoperations ~~set~~may ~~out~~be ~~below~~adversely affected by significant political, weeconomic ~~have~~and ~~not~~social ~~entered~~uncertainties in the PRC. Although the PRC government has been pursuing economic ~~into~~reform ~~any~~policies ~~employment~~for ~~agreement~~more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or ~~consulting~~that ~~agreement~~such ~~with~~policies ~~our~~may ~~directors~~not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and ~~executive~~social ~~officers~~conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent and effective or that it will continue.

~~As of~~NOTE ~~December 31, 2012 we did not have any full-time or part-time employees~~12. CONDENSED ~~Our President, Chief Executive Officer, Chief Financial~~FINANCIAL ~~Officer,~~INFORMATION ~~Secretary,~~OF ~~Treasurer and director, Hong Yang, contributes approximately 80% of her time to us.~~ REGISTRANT

WeUnder ~~currently~~PRC ~~engage~~laws ~~independent~~and ~~contractors~~regulations, in the ~~areas~~Company’s ofPRC ~~product~~subsidiary and ~~development,~~VIE ~~marketing,~~are ~~accounting,~~restricted ~~legal~~in ~~and~~their ~~auditing~~ability ~~services.~~to Wetransfer ~~plan~~certain toof ~~hire~~their ~~personnel~~net onassets ato ~~full~~the ~~time basis~~Company ~~over~~in the ~~next~~form 12of ~~months~~dividend topayments, loans ~~assist~~or inadvances. ~~the~~The ~~areas~~restricted net assets of ~~consulting,~~the ~~marketing~~Company’s ~~and~~PRC ~~other~~subsidiary ~~services.~~and WeVIE ~~anticipate~~amounted ~~that~~to ~~our~~$5,236,612 ~~relationship~~and $4,292,733 ~~with~~as ~~these~~of ~~consultants~~August ~~will~~31, be2014 ~~one~~and of2013, ~~independent contractors~~respectively.

~~There~~In ~~are~~addition, nothe ~~arrangements~~Company’s oroperations ~~plans~~and inrevenues ~~which~~are ~~we provide~~conducted ~~pension,~~and ~~retirement~~generated in orthe ~~similar~~PRC; ~~benefits~~all ~~for~~of ~~directors~~the orCompany’s ~~executive~~revenues ~~officers.~~being ~~Our~~earned ~~directors~~ and ~~executive~~currency ~~officers~~received ~~may~~are ~~receive stock~~denominated ~~options~~in atRMB. ~~the~~RMB ~~discretion~~is ofsubject ~~our~~to ~~board~~the foreign ofexchange ~~directors~~control regulations in ~~the~~China, ~~future.~~and, Weas doa ~~not~~result, ~~have~~the ~~any~~Company ~~material~~may ~~bonus~~be orunable ~~profit sharing plans pursuant~~ to ~~which~~distribute ~~cash~~any ordividends ~~non-cash~~outside of ~~compensation~~China isdue ~~or may be paid~~ to ~~our~~PRC ~~directors~~foreign orexchange ~~executive~~control ~~officers,~~regulations ~~except~~ that ~~stock~~restrict ~~options may~~the beCompany’s ~~granted~~ability atto ~~the~~convert ~~discretion~~RMB ofinto ~~our~~US ~~board of directors~~Dollars.

WeSchedule ~~have~~I noof ~~plans~~Article or5-04 ~~arrangements~~of Regulation inS-X ~~respect~~requires ~~of remuneration~~the ~~received~~condensed orfinancial ~~that~~information ~~may~~of the Company to be ~~received~~filed bywhen ~~our~~the ~~executive~~restricted ~~officers~~net toassets ~~compensate~~of ~~such~~consolidated subsidiaries ~~officers~~and inVIE’s exceed 25 percent of consolidated net assets as of the ~~event~~end of ~~termination~~the most recently completed fiscal year. For purposes of ~~employment~~this ~~(as~~test, arestricted ~~result~~net assets of ~~resignation,~~consolidated ~~retirement,~~subsidiaries ~~change~~and VIEs shall mean that amount of ~~control)~~the orregistrant’s proportionate ashare ~~change~~of net assets of ~~responsibilities~~its ~~following~~consolidated asubsidiaries ~~change~~and VIEs (after intercompany eliminations) which as of the end ~~control~~of the most recent fiscal year may not be transferred to the parent company in the form of loans, ~~where~~advances or cash dividends without the ~~value~~consent of ~~such~~a ~~compensation~~third ~~exceeds~~party. ~~$60~~The condensed parent company financial statements have been prepared in accordance with Rule 12-04,~~000~~ Schedule ~~per~~I ~~executive~~of ~~officer~~Regulation S-X as the restricted net assets of the Company’s PRC subsidiary and VIE exceed 25% of the consolidated net assets of the Company.

29The following condensed financial information of the Company includes the US parent only balance sheets as of August 31, 2014 and 2013, and the US parent company only statements of operations, and cash flows for the years ended August 31, 2014 and 2013:

~~Table of Contents~~F-44

~~Family~~CHINA ~~Relationships~~TIANFEIHONG WINE, INC. AND SUBSIDIARIES

~~None~~NOTES ofTO ~~the~~THE ~~directors~~CONSOLIDATED orFINANCIAL ~~officers of our company are related by blood or marriage.~~STATEMENTS

~~Indebtedness~~FOR ofTHE ~~Directors,~~YEARS ~~Senior~~ENDED ~~Officers~~AUGUST 31, ~~Executive~~ ~~Officers~~2014 ~~and~~AND ~~Other Management~~2013

~~None~~NOTE of12. ~~the~~CONDENSED ~~directors~~FINANCIAL orINFORMATION ~~executive~~OF ~~officers~~REGISTRANT of our company or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.(continued)

~~Item~~Condensed ~~12.~~Balance ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholders~~Sheets

As of the date of this annual report on Form 10-K, we have not adopted a stock option plan. The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

ASSETS	August 31, 2014		August 31, 2013

Investment in subsidiaries and VIEs		5,236,612		4,292,733

TOTAL ASSETS	$	5,236,612	$	4,292,733

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accrued expenses and other payables	$	—	$	—

Total liabilities		—		—

Stockholders’ equity
Common stock, $0.0006 par value per share, 80,000,000 shares authorized; 34,396,680 and 32,000,000 shares issued and outstanding as of August 31, 2014 and 2013, respectively		20,638		19,200
Additional paid-in capital		726,548		812,159
Retained earnings		4,489,426		3,461,374

Total stockholders’ equity		5,236,612		4,292,733

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,236,612	$	4,292,733

~~EQUITY~~Condensed ~~COMPENSATION~~Statements ~~PLANS Plan Category Number~~ of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity Compensation Plans approved by security holders Nil Nil Nil Equity Compensation Plans not approved by security holders Nil Nil Nil Total Nil Nil NilOperations

There are no outstanding options or warrants to purchase, or securities convertible into, any of our common stock.

	Year Ended August 31,
	2014		2013

Revenues
Share of earnings from investment in subsidiaries and VIEs	$	1,032,802	$	1,424,517

Operating expenses
General and administrative		4,750		—

Net income	$	1,028,052	$	1,424,517

The following table sets forth, as of December 31, 2012, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each director, nominee and named executive officer of our company and our whollyF-~~owned operating subsidiary, and by the directors and executive officers of our company as a group.~~45

30CHINA TIANFEIHONG WINE, INC. AND SUBSIDIARIES

~~Table~~NOTES ofTO ~~Contents~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~Each~~FOR ~~person~~THE ~~has~~YEARS ~~sole~~ENDED ~~voting~~AUGUST ~~and investment power with respect to the shares of common stock~~31, ~~except~~2014 asAND ~~otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.~~2013

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)(2)
Hong Yang Room 707 Zhidi Building, No. 6 Jiao Chang Xi Road, Guangzhou, China	12,500,000(3)	87%
Mo You Yu Room 501, 1565 Caobao Rd, Shanghai, China	380,000 (4)	2.6%
Total (directors and officers as a group)	12,880,000	89.6%

NOTE 12. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)

(1)	Rule 13d-3 under the Exchange Act, defines a beneficial owner of a security as any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 31, 2011.
(2)	Based on 14,380,266 shares outstanding as of December 31, 2012.
(3)	Of these, 12,500,000 are held directly by Hong Yang.
(4)	Of these, 380,000 are held directly by Mo You Yu.

Condensed Statements of Cash Flows

Item 13. Certain Relationships And Related Transactions, Director Independence

	Year Ended August 31,
	2014			2013

Cash flows from operating activities
Net income	$	1,028,052		$	1,424,517
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Share of earnings from investment in subsidiaries and VIEs		(1,028,052	)		(1,424,517	)

Net cash (used in) operating activities		—			—

Cash flows from financing activities
Advance from stockholders		—			—

Net increase in cash		—			—
Cash, beginning of year		—			—

Cash, end of year	$	—		$	—

~~There~~Basis ~~has been no transaction, nor is there any currently proposed transaction, since the beginning~~ of the year December 31, 2012, in which the small business issuer was or is to be a participant, and the amount involved exceeds the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years, and in which any related person had or will have a direct or indirect material interest. A related person is a director or executive officer of our company; a nominee for election as a director of our company; a beneficial owner of more than five percent of the outstanding shares of our common stock; or any member of the immediate family of any such person.Presentation

31The Company records its investment in its subsidiaries and VIEs under the equity method of accounting. Such investment is presented as “Investment in subsidiaries and VIEs” on the condensed balance sheets and shares of the subsidiaries and VIEs’ profits are presented as “Share of earnings from investment in subsidiaries and VIEs” in the condensed statements of operations.

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

~~Ms. Hong Yang was been our President, Treasurer, Secretary and director since our inception (July 28, 2005). She is also our original founder.~~F-46

OnITEM ~~January~~ 9~~, 2009 we issued 12,800,000 shares of our common stock to Hong Yang, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole director, as founder shares~~. ~~The~~CHANGES ~~shares~~IN ~~were~~AND ~~recorded~~DISAGREEMENTS atWITH ~~par~~ACCOUNTANTS ~~value,~~ON ~~which~~ACCOUNTING isAND ~~equal~~FINANCIAL ~~to $0.0001 per share.~~DISCLOSURE

OnNot ~~October 1, 2009, we issued 150,000 shares of our common stock to Mr~~applicable. ~~Mo You Yu, our director for the services he rendered to us. The shares were recorded at $0.20 per shares.~~

OnITEM ~~May 12, 2010, Mr~~9A. MoCONTROLS ~~You~~AND ~~Yu purchased 80,000 shares of our common stock at a price of $0.20 per shares through our private placement.~~PROCEDURES

On(a) Evaluation ~~October 1, 2010, we issued 75,000 shares~~ of ~~our~~ ~~common~~Disclosure ~~stock~~Controls toand MrProcedures. ~~Mo You Yu, our director for the services he rendered to us. The shares were recorded at $0.20 per shares.~~

OnOur ~~April~~Chief ~~11,~~Executive ~~2011,~~Officer weand ~~issued~~Chief ~~75,000~~Financial Officer ~~shares~~carried out an evaluation of ~~our common~~the ~~stock~~effectiveness toof ~~Mr.~~the MoCompany’s ~~You~~disclosure ~~Yu,~~controls ~~our~~and ~~director~~procedures ~~for~~(as defined in Rule13a-15(e) promulgated by the ~~services~~Securities heand ~~rendered~~Exchange toCommission) usas of August 31, 2014. The ~~shares~~evaluation ~~were~~revealed ~~recorded~~that atthere are ~~$0.20~~material ~~per~~weaknesses ~~shares.~~in our disclosure controls, specifically:

~~Item~~• ~~14.~~The ~~Principal~~relatively ~~Accounting~~small ~~Fees~~number ~~and~~of ~~Services~~employees who are responsible for accounting functions prevents us from segregating duties within our internal control system.

~~The~~• ~~following~~Our ~~table~~accounting ~~sets~~personnel ~~forth~~lack ~~the~~expertise ~~fees~~in ~~billed to~~identifying ~~our~~and ~~company~~addressing ~~for~~complex ~~professional services rendered by our company's independent registered public~~ accounting ~~firm,~~issued ~~for~~under ~~the~~U.S. ~~year ended~~Generally ~~December~~Accepted ~~31,~~Accounting ~~2011 and December 31, 2012:~~Principles.

Services	2012		2011
Audit fees	$	15,540		14,250
Tax fees	Nil		Nil
All other fees	Nil		Nil
Total fees	$	15,540	14,250

•

Our consolidated financial statements are prepared by a consultant outside our finance department, which may result in a lack of consistency in application of our accounting policies.

~~Audit~~Based ~~Fees.~~on ~~Consist~~their ~~of fees billed for professional services rendered for the audits of our financial statements~~evaluation, ~~reviews of~~ our ~~interim~~Chief ~~consolidated financial statements included~~Executive inOfficer ~~quarterly~~and ~~reports,~~Chief ~~services~~Financial ~~performed~~Officer inconcluded ~~connection~~that ~~with filings with~~ the ~~Securities~~Company’s ~~and~~system ~~Exchange~~of ~~Commission~~disclosure ~~and~~controls ~~related comfort letters~~ and ~~other~~procedures ~~services~~was ~~that~~not ~~are~~effective as ~~normally~~of ~~provided~~August ~~by Malone Bailey LLP for the fiscal years ended December~~ 31, ~~2012 and December 31, 2011 in connection with statutory and regulatory filings or engagements~~2014.

~~Tax~~(b) Changes Fees. Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in ~~connection~~Internal ~~with various transactions and acquisitions~~Controls.

WeThere dowas ~~not~~no ~~use~~change ~~Malone~~in ~~Bailey~~internal ~~LLP~~controls over ~~for~~ financial ~~information system~~reporting ~~design~~(as ~~and~~defined ~~implementation.~~in ~~These~~Rule ~~services,~~13a-15(f) ~~which~~promulgated ~~include~~under ~~designing~~the orSecurities ~~implementing~~Exchange aAct ~~system~~or ~~that~~1934) ~~aggregates~~identified ~~source~~in ~~data~~connection ~~underlying~~with the ~~financial~~evaluation ~~statements~~described orin ~~generates~~the ~~information~~preceding paragraph that isoccurred ~~significant~~during tothe ~~our~~Company’s ~~financial~~fourth ~~statements,~~fiscal ~~are~~quarter ~~provided~~that ~~internally~~has ormaterially byaffected ~~other~~or ~~service~~is ~~providers.~~reasonably Welikely doto ~~not~~materially ~~engage~~affect ~~Malone~~the ~~Bailey~~Company’s ~~LLP~~internal tocontrol ~~provide~~over ~~compliance~~financial ~~outsourcing services~~reporting.

32 (c) Management’s Report on Internal Control over Financial Reporting.

~~Table~~Management of ~~Contents~~the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of August 31, 2014, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework (1992) as a basis for our assessment.

~~Effective~~A ~~May~~material 6weakness in internal controls is a deficiency in internal control, ~~2003~~or combination of control deficiencies, that adversely affects the ~~Securities~~Company’s ability ~~and~~to ~~Exchange~~initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles ~~Commission~~generally ~~adopted~~accepted ~~rules~~in the United States of America such that ~~require~~there is more than a remote likelihood that ~~before~~a ~~Manning~~material ~~Elliott~~misstatement of ~~LLP~~the Company’s annual or interim financial statements that is ~~engaged~~more bythan usinconsequential towill ~~render~~not ~~any~~be ~~auditing~~prevented or ~~permitted non-audit~~detected. ~~related~~In ~~service,~~the course of making our assessment of the ~~engagement~~effectiveness beof internal controls over financial reporting, we identified three material weaknesses in our internal control over financial reporting. These material weaknesses consisted of:

●• ~~approved~~The byrelatively ~~our~~small ~~audit~~number ~~committee~~of ~~(the~~employees who are responsible for accounting functions ofprevents ~~which~~us ~~are~~from ~~performed~~segregating byduties within our ~~sole~~internal ~~director);~~control orsystem.

●• ~~entered~~Our ~~into~~accounting ~~pursuant~~personnel tolack ~~pre-approval~~expertise ~~policies~~in ~~and~~identifying ~~procedures established by the board of directors, provided the policies~~ and ~~procedures~~addressing ~~are~~complex ~~detailed~~accounting asissued tounder ~~the~~U.S. ~~particular~~Generally ~~service,~~Accepted ~~the~~Accounting ~~board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management~~Principles.

• Our ~~board~~consolidated offinancial ~~directors~~statements ~~pre-approves~~are ~~all~~prepared ~~services provided~~ by ~~our~~a ~~independent~~consultant ~~auditors.~~outside ~~All~~our offinance ~~the~~department, ~~above~~which ~~services~~may ~~and~~result ~~fees~~in ~~were~~a ~~reviewed~~lack ~~and~~of ~~approved~~consistency byin ~~our~~application ~~board~~ of ~~directors~~our ~~either before~~accounting ~~or after the respective services were rendered~~policies.

Our board of directors has considered the nature and amount of fees billed by Manning Elliott LLP and believe that the provision of services for activities unrelated to the audit is compatible with maintaining Manning Elliott LLP’s independence.47

33Management is currently reviewing its staffing and their training in order to remedy the weaknesses identified in this assessment. To date, we are not aware of significant accounting problems resulting from these weaknesses; so we have to weigh the cost of improvement against the benefit of strengthened controls. However, because of the above conditions, management’s assessment is that the Company’s internal controls over financial reporting were not effective as of August 31, 2014.

~~Table~~ITEM of9B. ~~Contents~~OTHER INFORMATION

~~PART IV~~None.

~~Item 15. Exhibits, Financial Statements and Schedules~~48

Item Number	Description
(3)	Articles of Incorporation and By-laws
3.1	Certificate of Incorporation (attached as an exhibit to our Registration Statement on Form S-1filed on September 20, 2010)
3.2	Bylaws (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)
(10)	Material Contracts
10.1	Consulting Agreement dated February 1, 2010 between Zenitech Corporation and Mr. Jiyong Yang (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)
10.2	Consulting Agreement dated October 1, 2009 between Zenitech Corporation and Mr. Dongzhu Feng (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)
10.3	Consulting Agreement dated October 1, 2009 between Zenitech Corporation and Mr. Moyou Yu (atattached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)
10.4	License Agreement with Guang Wei Qu dated March 3, 2010 (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010))
10.5	Market Research Service Agreement with Mo Wei, dated October 18, 2009 (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010))
10.6	Lease Agreement with Regus dated May 1, 2010 (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010))
10.7	Compostable Floral Sleeve Sample-making Service Agreement with An Hui Jia Lian Plastic Packaging Machinery Factory dated October 8, 2010 (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)
(23)	Consents of Experts & Counsel
23.1*	Consent of Independent Auditor (Consent of Malone Bailey LLP, Chartered Accountants) dated March ___, 2012

PART III

34ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Table~~The officers and directors of ~~Contents~~the Company are:

(31)	Section 302 Certification
Name		Age		Positions	Director Since
31.1*	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Zhiliang Fang			56	Chairman of the Board; Chief Executive Officer		2013
(32)	Section 906 Certification
Ruitao Jiang			43	Director		2013
32.1*	Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Zhujun Chen			36	Director		2013
Lirong Zheng			45	Chief Financial Officer, Secretary, Treasurer		—

* FiledAll ~~herewith~~of our directors hold offices until the next annual meeting of the shareholders of the Company, and until their successors have been qualified after being elected or appointed. Officers serve at the discretion of the board of directors. Information about the members of our management follows.

35Zhiliang Fang has over 30 years of experience in the food products industry. Mr. Fang has served as Chairman and Chief Executive Officer of Fujian Tinafeihong since 2009. From 2005 to 2009 Mr. Fang was employed as Vice President of Putian Loquat Wine Industry Co., Ltd. From 1997 to 2005 he served as Manager of Changtai Tianbian Fruit Plant in Chengxiang District of Putian City. He served as the deputy general manager and sales manager of Fujian Putian Liyuan Machinery Co., Ltd from 1992 to 1995 and manager of Putian Qiusi Fruit Plant from 1995 to 1997. Mr. Fang worked in the business department of the Food Bureau in Putian City, Fujian Province from 1982 to 1992. Mr. Fang received an associate degree from Fujian Guobo TV University in 1988.

~~Table~~Ruitao Jiang moved from the food industry to the finance industry in 2000, and brings his experience in both areas to the Company. Since 2012, Mr. Jiang has served as a director of ~~Contents~~Fujian Tianfeihong. From 2009 to 2011, he was employed as General Manager of Hong Kong Shennuoqi Investment Company. Mr. Jiang served as general manager of the southwest region in the Yunan branch office of Fuzhou Shenshi Company from 2000 to 2008. From 1997 to 1999, he was employed as Manager of the Fujian branch office of Guizhou Cantonese Cuisine Group. Mr. Jiang served as executive of Xiamen Meilihua Grand Hotel from 1994 to 1996. Mr. Fang received a bachelor degree in accounting and finance from the Accounting School of Fujian Province in 1993.

~~SIGNATURES~~Zhujun Chen brings to the Company a dozen years of experience in business management. Since 2012 he has served as a director of Fujian Tianfeihong. From 2009 to 2011 Mr. Chen was employed as director and assistant president of Yongjia Investment Holding (Hong Kong) Ltd. Mr. Chen was a partner in Zhengzhou Zhongcheng Science and Technology Ltd. from 2006 to 2009. From 2001 to 2005 he served as an executive in Henan Huike Electronics Ltd. Mr. Chen received a degree in computer science from Henan College of Information Engineering in 2001.

~~Pursuant~~Lirong toZheng ~~the~~has ~~requirements~~been employed as Chief Financial Officer of ~~Section~~Fujian 13Tianfeihong orsince ~~15(d)~~2009. From 2005 to 2009, she was employed as an accountant by Putian Loquat Wine Industry Co., Ltd. From 1997 to 2005 Ms. Zheng was employed as finance manager of ~~the~~Changtai ~~Securities~~Tianbian ~~Exchange~~Fruit ~~Act~~Plant in Chengxiang District of ~~1934,~~Putian weCity. ~~have~~Ms. ~~duly~~Zheng ~~caused~~served ~~this~~as ~~report~~finance toManager beof ~~signed~~Putian onQiusi ~~its~~Fruit ~~behalf~~Plant byfrom ~~the~~1993 ~~undersigned,~~to ~~thereunto~~1997. Ms. Zheng received ~~duly~~a ~~authorized~~bachelor degree in accounting from Putian College in 1993.

	ZENITECH CORPORATION
March 19, 2013	/s/ Hong Yang
	Hong Yang
	Chief Executive Officer, President and Sole Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Audit Committee; Compensation Committee; Nominating Committee

36The Board of Directors has not yet appointed an Audit Committee, a Compensation Committee or a Nominating Committee. The functions that would be performed by such committees are performed by the Board of Directors. The Board of Directors does not have yet an “audit committee financial expert,” as we have only recently become a U.S. public company.

~~Table of Contents~~49

Procedure for Nominating or Recommending for Nomination Candidates for Director

The Board of Directors will consider candidates recommended by shareholders. However, the Board has no plan to hold an annual meeting of shareholders unless and until the Company’s securities are listed on an exchange. In the meantime, any shareholder who wishes to recommend a candidate for the Board should address the recommendation in writing to the Chairman of the Board at the Company’s principal executive offices.

Code of Ethics

The Company has not yet adopted a Code of Ethics that applies to its executive officers. The Board believes that such a code is not useful at this time, as there are so few members of management.

Section 16(a) Beneficial Ownership Reporting Compliance

None of the officers, directors or beneficial owners of more than 10% of the Company’s common stock failed to file on a timely basis the reports required by Section 16(a) of the Exchange Act during the year ended August 31, 2014, except that each of the members of our board of directors failed to file a Form 4 in connection with shares acquired in the reverse merger transaction in December 2013.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities to China Tianfeihong Wine, Inc. and its subsidiaries and affiliates during the noted periods. No other executive officers received total annual compensation in excess of $100,000.

	Fiscal Year		Salary		Bonus		Stock Awards		Option Awards		Other Compensation		Total

Zhiliang Fang		2014	$	11,880		—		—		—		—	$	11,880
		2013	$	11,897		—		—		—		—	$	11,897
		2012	$	10,520		—		—		—		—	$	10,520

Employment Agreements

China Tianfeihong Wine, Inc. does not have employment agreements with either of its executive officers.

Fujian Tianfeihong has an employment agreement with Zhiliang Fang, our Chief Executive Officer, which terminates on March 31, 2015. The agreement provides for a monthly salary of RMB 7,000 (approximately $1,144). Fujian Tianfeihong also has an employment agreement with Lirong Zheng, our Chief Financial Officer, which terminates on February 29, 2016. The agreement provides for a monthly salary of RMB 4,500 (approximately $735).

PRC employment law requires that an employee be paid severance pay based on the number of years worked with the employer at the rate of one month’s wage for each full year worked. Any period of more than six months but less than one year is counted as one year.　The severance pay payable to an employee for any period of less than six months is one-half of his monthly wage. The monthly salary mentioned above is defined as the average salary of 12 months before revocation or termination of the employment contract.

Grants of Plan-Based Awards

During the year ended August 31, 2014, there were no grants of plan-based awards to our named executive officers.

Option Exercises and Stock Vested

The following tables set forth certain information regarding the stock options acquired by the Company’s Chief Executive Officer during the year ended August 31, 2014 and those options held by him on August 31, 2014.

Option Grants in the Last Fiscal Year

	Number of securities underlying option		Percent of total options granted to employees in fiscal		Exercise Price		Expiration		Potential realizable value at assumed annual rates of appreciation for option term
	granted		year		($/share)		Date		5%		10%

Zhiliang Fang		—		—		—		—		—		—

Outstanding Equity Awards at Fiscal Year End

The following tables set forth certain information regarding the stock grants received by the executive officer named in the table above during the year ended August 31, 2014 and held by him unvested at August 31, 2014.

Unvested Stock Awards in the Last Fiscal Year

Number of

Shares That

Have Not

Vested

Market Value

of Shares That

Have Not

Vested

Zhiliang Fang

—

Compensation of Directors

Our directors do not currently receive compensation for their service as directors of the Company, and have not received compensation for such services in the last two fiscal years.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of the date of this prospectus by the following:

each shareholder known by us to own beneficially more than 5% of our common stock;

Zhiliang Fang, our Chief Executive Officer

each of our directors; and

all directors and executive officers as a group.

There are 34,396,680 shares of our common stock outstanding on the date of this report. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to their shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

In computing the number of shares beneficially owned by a person and the percent ownership of that person, we include shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days. We do not, however, include these “issuable” shares in the outstanding shares when we compute the percent ownership of any other person.

Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percentage of Class

Zhiliang Fang		8,956,667	(2)		26.0	%
Ruitao Jiang		1,568,000			4.6	%
Zhujun Chen		1,568,000			4.6	%
All directors and officers as a group (4 persons)		12,092,666	(2)		35.3	%

(1)

Except as otherwise noted, all shares are owned of record and beneficially.

(2)

Includes 3,200,000 shares owned by Jinxiang Fang, the spouse of Zhiliang Fang.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

During the year ended August 31, 2014 there were no transactions, nor are there any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under "Executive Compensation").

Director Independence

There are no members of our Board of Directors who are independent, as “independent” is defined in the rules of the NYSE MKT.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Wei, Wei & Co., LLP was engaged to serve as the Company’s independent registered public accountant in March 2014. From October 2013 through March 2014 KCCW Accountancy Corp. served as the Company's independent registered public accountant. KCCW provided an audit report on certain financial statements included in the Current Report on Form 8-K filed on December 31, 2013 to report the reverse merger transaction, but did not provide services in connection with the audit of the Company's financial statements. Prior to October 23, 2013, Malone Bailey LLP served as independent registered public accountant for the Company.

Audit Fees

Wei, Wei & Co., LLP billed $59,000 to the Company for professional services rendered for the audit of financial statements for the year ended August 31, 2014. Malone Bailey LLP billed $15,540 to the Company for professional services rendered for the audit of financial statements for the year ended December 31, 2012.

Audit-Related Fees

Wei, Wei & Co., LLP billed $0 to the Company during the year ended August 31, 2014 for assurance and related services that are reasonably related to the performance of the 2014 audit or review of the quarterly financial statements. Malone Bailey LLP billed $0 to the Company during the year ended December 31, 2012 for assurance and related services that are reasonably related to the performance of the 2012 audit or review of the quarterly financial statements

Tax Fees

Wei, Wei & Co., LLP billed $0 to the Company during the year ended August 31, 2014 for professional services rendered for tax compliance, tax advice and tax planning. Malone Bailey LLP billed $0 to the Company during the year ended December 31, 2012 for professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees

Wei, Wei & Co., LLP billed $0 to the Company in the year ended August 31, 2014 for services not described above. Malone Bailey LLP billed $0 to the Company during the year ended December 31, 2012 for services not described above.

It is the policy of the Company that all services other than audit, review or attest services must be pre-approved by the Board of Directors. No such services have been performed by Wei, Wei & Co., LLP.

Subcontracted Services

The hours expended on Wei, Wei & Co., LLP’s engagement to audit the Company’s financial statements for the year ended August 31, 2014 that were attributed to work performed by persons other than full-time permanent employees of Wei, Wei & Co., LLP was not greater than 50% of the total hours expended.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibit List

3-a	Certificate of Incorporation - incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the SEC on September 20, 2010.
3-a(1)	Certificate of Amendment of Certificate of Incorporation filed on August 1, 2013 -incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on December 31, 2013.
3-b	Bylaws - incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed with the SEC on September 20, 2010.
10-a	Exclusive Technical Service and Business Consulting Agreement dated November 26, 2013 by and between Fujian Tianfeihong and Changshitong Consulting 2013 -incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 31, 2013.
10-b	Call Option Agreement dated November 26, 2013by and among Changshitong Consulting, Zhiliang Fang and Jinxiang Fang 2013 - incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 31, 2013.
10-c	Proxy Agreement dated November 26, 2013 by and among Changshitong Consulting, Fujian Tianfeihong, Zhiliang Fang and Jinxiang Fang 2013 - incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 31, 2013.
10-d	Share Pledge Agreement dated November 26, 2013by and among Changshitong Consulting, Zhiliang Fang, Jinxiang Fang and Fujian Tianfeihong - incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 31, 2013.
10-e	Employment Agreement dated April 1, 2012 by and between Fujian Tianfeihong and Zhiliang Fang - incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 31, 2013.
10-f	Employment Agreement dated March 1, 2013 by and between Fujian Tianfeihong and Lirong Zheng - incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on December 31, 2013.
21	Subsidiaries of the Company: Fanwei Hengchang Co., Ltd., a British Virgin Islands corporation Changshi Tongrong Limited, a Hong Kong corporation Chanshitong Information Consulting (Shenzhen) Co., Ltd., a PRC corporation
31.1	Rule 13a-14(a) Certification – CEO
31.2	Rule 13a-14(a) Certification – CFO
32	Rule 13a-14(b) Certifications

____________________

(1) Incorporated by reference to the Current Report on Form 8-K/A filed with the SEC on August 1, 2012.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CHINA TIANFEIHONG WINE, INC.

Date:	December 16, 2014	By:	/s/ Zhiliang Fang
			Zhiliang Fang, Chief Executive Officer

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Zhiliang Fang		December 16, 2014
Zhiliang Fang
Director, Chief Executive Officer

/s/ Lirong Zheng		December 16, 2014
Lirong Zheng
Chief Financial and Accounting Officer

/s/ Ruitao Jiang		December 16, 2014
Ruitao Jiang, Director

/s/ Zhujun Chen		December 16, 2014
Zhujun Chen, Director

* * * * *

Filing Compare · China Tianfeihong Wine Inc