UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10−Q

(Mark One)

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

For the quarterly period ended: June 30, 2016

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

Commission File No. 000-30183

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Its Charter)

NEW YORK	13-3874771
(State or other jurisdiction of	(I.R.S. Empl. Ident. No.)
incorporation or organization)

8/F East Area
Century Golden Resources Business Center
69 Banjing Road, Haidian District
Beijing, People’s Republic of China, 100089
(Address of Principal Executive Offices)

+86-10-884-52568
(Registrant’s Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

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

Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one)

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]

The numbers of shares outstanding of each of the issuer’s classes of common equity, as of August 16, 2016 are as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.01 par value	77,655,862

TABLE OF CONTENTS

	PART I Financial Information	Page

Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4	Controls and Procedures	20

	PART II Other Information

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

Part I – FINANCIAL INFORMATION

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
June 30, 2016

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

		Unaudited			Audited
		June 30,			December 31,
ASSETS		2016			2015
Current assets
Cash and cash equivalents	$	84,702		$	29,429
Inventories		350,071			359,194
Account receivables		162,202			5,544
Due from Related parties		-			-
Other receivables		29,653			26,508
Interest receivable		-			-
Short term investment		-			-
Deposits and prepayments		40,868			14,447
Total current assets		667,496			435,122

Investment		85,697			87,512
Property, plant and equipment (net)		302,367			320,386
	$	1,055,560		$	843,020

LIABILITIES AND EQUITY
Current liabilities
Short-term loan	$	27,144		$	58,519
Accounts payable		1,478			4,869
Accrued liabilities		300,398			192,306
Due to directors		605,387			627,832
Due to related parties		432,133			417,653
Other payables		717,205			660,868
Total current liabilities		2,083,745			1,962,047

Equity
Common stock: par value $.01; 200,000,000 shares authorized; 77,655,862 shares issued and outstanding		776,558			776,558
Additional paid-in capital		28,877,540			28,877,540
Deficit accumulated during the development stage		(30,947,897	)		(30,996,907	)
Accumulated other comprehensive income		229,110			204,099
Total China Longyi stockholders' equity		(1,064,689	)		(1,138,710	)
Noncontrolling interest		36,504			19,683
Total Equity		(1,028,185	)		(1,119,027	)
	$	1,055,560		$	843,020

See notes to unaudited consolidated interim financial statements

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

		Three months ended						Six months ended
		June 30,						June 30,
		2016			2015			2016			2015
Revenues
Sales	$	624,345		$	5,583		$	640,811		$	9,143
Cost of sales		455,167			6,532			471,633			10,697
Gross margin		169,178			(949	)		169,178			(1,554	)
Operating expenses
General and administrative		173,452			103,185			276,938			242,328
Goodwill impairment loss
Write-off inventory and bus
Research and development costs		-			-			-			-
		173,452			103,185			276,938			242,328
Loss from operations		(4,274	)		(104,134	)		(107,760	)		(243,882	)
Other income (expense)
Interest income		4			30			11			49
Other income (expense)		171,149			13,960			196,422			13,960
Transaction exchange gain		(13,375	)		3,981			(16,203	)		5,303
Interest expense		(3,240	)		-			(9,100	)		-
		154,538			17,971			171,130			19,312
Loss before income tax expense and noncontrolling interest		150,264			(86,163	)		63,370			(224,570	)
Income tax expense		-			-			-			-
Net profit		150,264			(86,163	)		63,370			(224,570	)
Less: Net profit attributable to noncontrolling interest		(21,877	)		7,859			(14,360	)		15,274
Net profit attributable to China Long $		128,387		$	(78,304	)	$	49,010		$	(209,296	)

Basic and diluted loss per share		0.00		$	0.00		$	0.00		$	(0.00	)
Weighted average number of shares outstanding-basic and dilut		77,655,862			77,655,862			77,655,862			77,655,862
Comprehensive loss
Net profit	$	150,264		$	(86,163	)	$	63,370		$	(224,570	)
Foreign currency translation		-			2,874			27,472			(6,422	)
Comprehensive profit		150,264			(83,289	)		90,842			(230,992	)
Comprehensive profit attributable to noncontrolling interest		21,877			(7,859	)		16,821			(15,302	)
Comprehensive profit attributable to China Longyi	$	128,387		$	(75,430	)	$	74,021		$	(215,690	)

See notes to unaudited consolidated interim financial statements

CHINALONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Six months ended June 30,
		2016			2015
Cash flows from operating activities:
Net profit	$	63,370		$	(224,570	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		11,545			11,858
Changes in operating assets and liabilities:
Accounts receivables		(159,181	)		(26,355	)
Other receivables		(3,751	)		(13,490	)
Deposits and prepayment		(27,132	)		-
Inventory		1,695			(95	)
Other payables		182,800			276,399
Due to related parties		19,558			22,903
Accounts payable and accrued liabilities		(3,340	)		16,317
Net cash used in operations		85,564			62,967

Cash flows from investing activities:
Purchase of investment		-			(62,003	)
Purchases of property and equipment		-			(4,134	)
Net cash provided by (used in) investing activities		-			(66,137	)

Cash flows from financing activities:
Addition of short term loans		(30,624	)		-
Proceeds (repayments) loans from directors		(11,901	)		(1,632	)
Net cash provided by financing activities		(42,525	)		(1,632	)
Effect of foreign exchange rate fluctuation		12,234			(5,389	)
Increase(decrease) in cash and cash equivalents		55,273			(10,191	)
Cash and cash equivalents, beginning of period		29,429			46,366
Cash and cash equivalents, end of period	$	84,702		$	36,175

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See notes to unaudited consolidated interim financial statements

CHINA LONGYI GROUP INTERNATIONL HOLDINGS LIMITED
Notes to unaudited condensed consolidated interim financial statements (Unaudited)
June 30, 2016

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for annual financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidation financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The unaudited consolidated financial statements of China Longyi Group International Holdings Limited (the “Company” or “China Longyi”) include the accounts of China Longyi and its wholly-owned and majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

1.	BUSINESS DESCRIPTION AND ORGANIZATION

The following chart reflects our organizational structure as of the date of this report.

CHINA LONGYI GROUP INTERNATIONL HOLDINGS LIMITED
Notes to condensed consolidated financial statements (Unaudited)
June 30, 2016

1.	BUSINESS DESCRIPTION AND ORGANIZATION (Continued)

CONTROL BY PRINCIPAL STOCKHOLDERS

The directors, executive officers, affiliates and related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, if they voted their shares uniformly, directors, executive officers and affiliates would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of China Longyi and the dissolution, merger or sale of the Company's assets.

GOING CONCERN

The Company has earned only insignificant revenues since its inception. As at June 30, 2016, the Company has a working capital deficiency of $1,416,249 and accumulated deficit from recurring net losses of $30,947,897 incurred for the current and prior years as of June 30, 2016. As at June 30, 2016, the Company has cash and cash equivalents of $84,702.

The Company’s ability to continue as a going concern ultimately is dependent on the management’s ability to obtain equity or debt financing, attain further operating efficiencies, and achieve profitable operations. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company not be able to continue as a going concern.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The unaudited consolidated financial statements for all periods presented include the financial statements of China Longyi Group International Holdings Limited, and its subsidiaries: Top Team Holdings Limited, Full Ample Group Limited (Daykeen Group, BVI), Top Time International Limited (HK), Beijing SOD, and Chongqing SOD. The unaudited consolidated financial statements have been prepared in accordance with US GAAP. All significant intercompany accounts and transactions have been eliminated.

The Company has determined the People’s Republic of China Chinese Yuan Renminbi (“RMB”) to be its functional currency. The accompanying unaudited consolidated financial statements are presented in United States (US) dollars. The unaudited consolidated financial statements are translated into US dollars from RMB at quarter-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation.

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
Notes to condensed consolidated financial statements (Unaudited)
June 30, 2016

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NONCONTROLLING INTEREST IN SUBSIDIARIES

The Company owns 90% of the equity interests in Beijing SOD, and the remaining 10% is owned by Miss Ran Wang. Therefore, the Company records non-controlling interest expense to allocate 10% of the loss of the Beijing SOD to Miss Ran Wang, its non-controlling shareholder.

The Company owns 81% of the equity interest in Chongqing SOD of which 9% is owned by Miss Ran Wang, and the remaining 10% by Mr. Guoqing Tan. Therefore, the Company records non-controlling interest charge in the statement of operations to allocate 19% of the results of operations of Chongqing SOD to its non-controlling shareholders.

USE OF ESTIMATES

The preparation of financial statements in conformity with US GAAP 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

SIGNIFICANT ESTIMATES

Several areas require significant management estimates relating to uncertainties for which it is reasonably possible that there will be a material change in the near term. The more significant areas requiring the use of management estimates related to determination of net realizable value of inventory, allowance for doubtful accounts, property and equipment, accrued liabilities, and the useful lives for depreciation.

REVENUE RECOGNITION

Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed and determinable, delivery has occurred and there is a reasonable assurance of collection of the sales proceeds. The Company generally obtains purchase authorizations from its customers for a specified amount of products at a specified price and considers delivery to have occurred when the customer takes title of the products.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost. Significant additions and improvements are capitalized, while repairs and maintenance are charged to expenses as incurred. Equipment purchased for specific research and development projects with no alternative uses are expensed. Assets under construction are not depreciated until construction is completed and the assets are ready for their intended use. Gains and losses from the disposal of property, plant and equipment are recorded in loss on disposal and impairment of property, plant and equipment included in the consolidated statements of comprehensive income (loss).

Depreciation and amortization are provided for financial reporting purposes primarily on the straight-line method over the estimated useful lives of the respective assets as follows:

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
Notes to condensed consolidated financial statements (Unaudited)
June 30, 2016

		Estimated
		Useful Life
Transportation equipment		5 years
Furniture and office equipment		5 years
Production equipment		10 years
Building and improvements		20 years

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CASH AND CASH EQUIVALENTS

Cash equivalents consist of highly liquid investments that are readily convertible to cash generally with maturities of three months or less when purchased.

INVENTORY

Prior to January 1, 2015, inventories are stated at the lower of cost or replacement cost with respect to raw materials and the lower of cost or market with respect to finished goods and work in progress. The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11 (“ASU 2015-11”), Simplifying the Measurement of Inventory, which the Company adopted on January 1, 2015. Subsequent to January 1, 2015, inventories are stated at the lower of cost or replacement cost with respect to raw materials and the lower of cost or net realizable value with respect to finished goods and work in progress. The cost of work in progress and finished goods is determined on a weighted average cost basis and includes direct material, direct labor and overhead costs. Net realizable value represents the anticipated selling price, net of distribution cost, less estimated costs to completion for work in progress.

Inventories as of June 30, 2016 were $350,071 and $359,194 in December 31, 2015.

INCOME TAXES

Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. In accordance with ASC Topic 740 (formerly SFAS No. 109, “Accounting for income taxes”) these deferred taxes are measured by applying currently enacted tax laws.

The Company did not provide any current or deferred income tax provision or benefit for any period presented to date because it has experienced operating losses since inception. The benefit of any tax income (loss) carry forwards is fully offset by a valuation allowance, as there is a more than fifty percent chance that the Company will not realize those benefits.

There are net operating loss carry forwards allowed under the Hong Kong and China Governments’ tax system.

RESEARCH AND DEVELOPMENT COSTS

Company sponsored research and development costs, related to both present and future products, are charged to operations when incurred and are included in operating expenses. Expenditures for research and development for the six months period ended June 30, 2016 and 2015 were both $0 and a cumulative amount of $8,880,206 for the period from June 4, 1997 (inception) to June 30, 2016.

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
Notes to condensed consolidated financial statements (Unaudited)
June 30, 2016

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SHIPPING AND HANDLING

Costs relating to shipping and handling are part of general and administrative expenses in the unaudited consolidated statements of operations and comprehensive loss. Insignificant amount of shipping and handling costs incurred during the six months ended June 30, 2016 and 2015.

EARNING (LOSS) PER SHARE

Basic earnings (loss) per common share ("LPS") is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is calculated by adjusting the weighted average outstanding shares, assuming conversion of all potentially dilutive stock options.

There were no stock options and potentially dilutive securities outstanding as at June 30, 2016.

STOCK - BASED COMPENSATION

Compensation expense for costs related to all share-based payments, including grants of stock options, is recognized through a fair-value based method. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value for stock options. The Company uses the grant date stock price to determine the grant date fair value of restricted shares. The Company has elected to recognize share-based compensation costs using the straight-line method over the requisite service period with a graded vesting schedule, provided that the amount of compensation costs recognized at any date is at least equal to the portion of the grant date value of the awards that are vested at that date. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Share based compensation costs are recorded net of estimated forfeitures such that expense is recorded only for those awards that are expected to vest.

The Company had no such compensation expense for the six months ended June 30, 2016 and 2015.

COMPARATIVE FIGURES

Certain comparative figures have been reclassified in order to conform with the presentation adopted in the current period.

COMPREHENSIVE INCOME (LOSS)

The Company’s comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments.

RECENTLY ADOPTED ACCOUNTING STANDARDS

There were no changes to the new accounting pronouncements as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 except for the following:

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
Notes to condensed consolidated financial statements (Unaudited)
June 30, 2016

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In February 2016, the Financial Accounting Standards Board ("FASB") issued guidance which amends the existing accounting standards for leases. Consistent with existing guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification. Under the new guidance, a lessee will be required to recognize right-of-use assets and lease liabilities on the balance sheet. The new guidance is effective for us from November 1, 2020, and interim periods in the following year. Early adoption of this guidance is permitted and we will be required to adopt using a modified retrospective approach. We are evaluating the timing and the impact of adopting this guidance on our consolidated financial statements and disclosures.

In January 2016, FASB issued amendments to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The standard requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. The provisions under this amendment are effective for us from November 1, 2018, and for interim periods in the following year and early adoption is not permitted. We are evaluating the impact of adopting this guidance to our consolidated financial statements.

In November 2015, FASB issued guidance intended to simplify accounting for deferred taxes. Beginning on November 1, 2017 and including the interim periods following that date, we will be required to present all deferred tax balances as non-current. Existing GAAP guidance requires us to record deferred tax balances as either current or non-current in accordance with the classification of the underlying attributes. Early adoption of this guidance is permitted and may be applied either prospectively or retrospectively to all periods presented. We expect to early adopt this guidance prospectively at the end of the second quarter of fiscal year 2016, but we are still evaluating how significant the impact of the adoption will be on our consolidated balance sheet.

Other amendments to GAAP in the U.S. that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

3.	STOCKHOLDERS' EQUITY

The Company's capital structure as of June 30, 2016 and December 31, 2015 was as follows:

Common stock – par value $0.01	Authorized	Issued and outstanding
June 30, 2016	200,000,000	77,655,862
December 31, 2015	200,000,000	77,655,862

As of June 30, 2015, the Company had accumulated deficit of $30,947,897.

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
Notes to condensed consolidated financial statements (Unaudited)
June 30, 2016

4.	INVESTMENT

On January 5, 2010, the Company invested in Cangshan Duoha Vegetable Food Company (“Duoha”) with 50,000 shares of the Company’s common stock worth $10,000 as $0.2 per share to acquire 20% equity interest in of Duoha. According to the investment agreement, although we own 20% equity of Duoha, we do not have significant influence over Duoha’s operating and financing policies. Therefore, the management of the Company implemented the cost method to account above investment.

In May of 2015, we signed an investment agreement with Guizhou Biology Technology Ltd. (“Guizhou”). According to the investment agreement, the Company invested RMB 500,000 to acquire 20% equity interest in of Guizhou. Although we own 20% equity of Guizhou, we do not have significant influence over Guizhou’s operating and financing policies. As of June 30, 2016, the company has invested RMB 500,000 in Guizhou.

The amount of investment as of June 30, 2016 and December 31, 2015 was $85,697 and $87,512, respectively.

5.	INVENTORIES

Inventories at June30, 2016and December 31, 2015 consisted of:

		June 30,		December 31,
		2016		2015
Raw Materials	$	50,508	$	26,124
Work in progress		256,614		266,717
Finished goods		42,949		66,353
	$	350,071	$	359,194

6.	PROPERTY AND EQUIPMENT

Property and equipment at cost consisted of:

		June 30,			December 31,
		2016			2015
Transportation equipment		51,795		$	52,892
Furniture and office equipment		55,859			57,043
Production equipment, buildings and improvements		368,522			376,331
Subtotal		476,176			486,266
Less: impairment provision		(46,577	)		(47,563	)
accumulated depreciation		(309,077	)		(304,015	)
		120,522			134,688
Construction in progress		181,845			185,698
	$	302,367			320,386

Depreciation expense as of June 30, 2016 was $5,062. Accumulate impairment as of June 30, 2016 and December 31, 2015 was $46,577 and $47,563.

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
Notes to condensed consolidated financial statements (Unaudited)
June 30, 2016

7.	COMMITMENTS AND CONTINGENCIES

From time to time, the Company has disputes that arise in the ordinary course of its business. Currently, according to management, there are no material legal proceedings to which the Company is a party to or to which any of their property is subject that will have a material adverse effect on the Company’s financial condition.

8.	SHORT-TERM LOAN

The principal amount for six months ended June 30, 2016 was $27,144 and for the year ended of 2015 was $58,519, respectively, and were recorded on the balance sheet as short-term loan.

9.	OTHER PAYABLES

Other payables are carrying value as of the balance sheet date of obligations incurred and payable, which are not elsewhere specified in the taxonomy.

Other payables as of June 30, 2016 and December 31, 2015 consist of the following:

		June 30,		December 31,
		2016		2015
Due to Tailong Zhongrui International Corporation	$	34,685	$	35,419
Due to Beijing De Qiuhong Investment Ltd.		476,028		486,116
Due to Small and Medium Sized Enterprises Union of
China		40,883		-
Due to Xinxiang Tianjieshan Biotechnology Co., Ltd.		18,197		-
Educational funds		10,330		9,754
Wage payable		69,198		86,740
Project payment		22,620		23,100
Other payable		45,264		19,739
Total	$	717,205	$	660,868

10.

RELATED PARTY TRANSACTIONS AND STOCKHOLDER’S LOAN

Due to directors and Due to Related Companies are loans that are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand.

The Company rents office space from the related company on a month to month basis.

11.

SUBSEQUENT EVENTS

Management has considered all events occurring through the date the financial statements have been issued, and has determined that there are no such events that are material to the financial statement.

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

The following discussion should be read in conjunction with our financial statements and the notes thereto.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” relating to the business of China Longyi Group International Holdings Limited and its subsidiary companies. The forward-looking statements include, among others, statements concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on assumptions and are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Risks and uncertainties include risks related to new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business in China; any statements of belief or intention; and any of the factors mentioned in the “Risk Factors” section of the Company’s annual report on Form 10-K filed on April 14, 2016. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to:

	•	“Beijing SOD” are references to Beijing Longyi Biology Technology Co. Ltd., our indirect, 90% owned subsidiary, a PRC company;
	•	“China” and “PRC” are references to the People’s Republic of China;
	•	“China Longyi,” “we,” “us,” “our,” or the “Company” are references to the combined business of China Longyi Group International Holdings Limited and/or its consolidated subsidiaries, as the case may be;
	•	“Chongqing SOD” are references to Chongqing JiuZhou Dismutase Biology Technology Co., Ltd., our indirect, majority-owned subsidiary, a PRC company;
	•	“Exchange Act” mean the Securities Exchange Act of 1934, as amended;
	•	“RMB” refer to Renminbi, the legal currency of China;
	•	“Securities Act” mean the Securities Act of 1933, as amended;
	•	“Top Time” are references to Top Time International Limited, our indirect wholly-owned subsidiary, a Hong Kong company; and
	•	“U.S. dollar,” “$” and “US$” are to the legal currency of the United States.

Overview of our Business

We are a holding company that only operates through our indirect Chinese subsidiaries Beijing SOD and Chongqing SOD. Through our Chinese subsidiaries, we develop, manufacture and market our SOD products in China. SOD is a naturally occurring enzyme which may act as a potent antioxidant defense in cells that are exposed to oxygen. Certain research has shown that under certain biological conditions, SOD revitalizes cells and reduces the rate of cell destruction. It neutralizes the most common free radical—superoxide radical—by converting it into hydrogen peroxide and water. Because superoxide is harmful to human cells, and certain forms of SOD exist naturally in most humans, many studies show that SOD is valuable in protecting human cells from the harmful effects of superoxide. SOD is thought to be more powerful than antioxidant vitamins as it activates the body's productions of its own antioxidants. As a result, SOD is referred to as the “enzyme of life.” Commercially, SOD has a wide range of applications and is widely applied in foods, drinks, skin care productions, pharmaceuticals, to combat ailments ranging from sunburn to rheumatoid arthritis.

Second Quarter of 2016 Financial Performance Highlights

The following are some financial highlights for the three months ended June 30, 2016:

	•	Revenue: Revenue increased $618,762 to $624,345 for the three months ended June 30, 2016, from $5,583 for the same period in 2015.

	•	Expense from operations: Expense from operations increased $70,267, or 68.10%, to $173,452 for the three months ended June 30, 2016, from $103,185 for the same period in 2015.

	•	Net profit: Net profit increased $236,427, or 274.40%, to $150,264 for the three months ended June 30, 2016, from $(86,163) for the same period in 2015.

	•	Fully diluted net income per share: Fully diluted net loss per share was $0 for the three months ended June 30, 2016, as compared to $0 for the same period in 2015.

Provision for Income Taxes

	•	United States: China Longyi Group International Holding Limited is subject to United States tax at a tax rate of 34%. No provision for income taxes in the United States has been made as China Longyi Group International Holding Limited had no income subject to United States taxation in the second quarter of 2016.

	•	British Virgin Islands: Our wholly owned subsidiary Top Team Holdings Limited was incorporated in the British Virgin Islands, or the BVI, and, under the current laws of the BVI, is not subject to income taxes.

	•	China: Before the implementation of the enterprise income tax, or EIT, Foreign Invested Enterprises or FIEs, established in the PRC were generally subject to an EIT rate of 33.0%, which includes a 30.0% state income tax and a 3.0% local income tax. On March 16, 2007, the National People’s Congress of China passed the new Corporate Income Tax Law, or EIT Law, and on November 28, 2007, the State Council of China passed the Implementing Rules for the EIT Law, or Implementing Rules, which took effect on January 1, 2008. The EIT Law and Implementing Rules impose a unified EIT of 25.0% on all domestic- invested enterprises and FIEs, unless they qualify under certain limited exceptions. Therefore, nearly all FIEs are subject to the new tax rate alongside other domestic businesses rather than benefiting from the old tax laws applicable to FIEs, and its associated preferential tax treatments, beginning January 1, 2008.

		Despite these pending changes, the EIT Law gives the FIEs established before March 16, 2007, or Old FIEs, such as our subsidiaries Beijing SOD and Chongqing SOD, a five-year grandfather period during which they can continue to enjoy their existing preferential tax treatments. During this five-year grandfather period, the Old FIEs which enjoyed tax rates lower than 25% under the original EIT Law shall gradually increase their EIT rate by 2% per year until the tax rate reaches 25%. In addition, the Old FIEs that are eligible for the “two-year exemption and three-year half reduction” or “five-year exemption and five-year half-reduction” under the original EIT Law, are allowed to remain to enjoy their preference until these holidays expire. The discontinuation of any such special or preferential tax treatment or other incentives would have an adverse effect on any organization’s business, fiscal condition and current operations in China.

In addition to the changes to the current tax structure, under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a resident enterprise and will normally be subject to a EIT of 25.0% on its global income. The Implementing Rules define the term “de facto management bodies” as “an establishment that exercises, in substance, overall management and control over the production, business, personnel, accounting, etc., of a Chinese enterprise.” If the PRC tax authorities subsequently determine that we should be classified as a resident enterprise, then our consolidated global income will be subject to PRC income tax of 25.0% .

We incurred no income taxes in either the three months ended June 30, 2016 or the three months ended June 30, 2015.

Results of Operations

Three Months Ended June 30, 2016 Compared to Three Months ended June 30, 2015

The following table summarizes the results of our operations for the three months ended June 30, 2106 and 2015 and provides information regarding the dollar and percentage increase or (decrease) from the three months ended June 30, 2015 to the same period of 2016.

		Three Months Ended
		June 30,					Increase	% Increase
Item		2016		2015			(Decrease)	(% Decrease)
Revenue	$	624,345	$	5,583		$	618,762	11,082.97%
Cost of Revenue		455,167		6,532			448,635	6,868.26%
Gross Profit		169,178		(949	)		170,127	17,926.98%
Operating Expenses		173,452		103,185			70,267	68.10%
Other Income (expense)		154,538		17,971			136,567	759.93%
Provision for Taxes		-		-			-	-
Net profit attributable to China Longyi	$	128,387	$	(78,304	)	$	206,691	263.96%

Revenues. Our revenues are derived primarily from sales of our SOD products. Our revenues increased $618,762, to $624,345 for the three months ended June 30, 2016, from $5,583 for the same period in 2015. The increase in revenues was due to more SOD products being sold for the three months ended June 30, 2016 compared with the same period of 2015.

Cost of Revenues. Our cost of revenues is primarily comprised of the costs of our raw materials, labor and overhead. Our cost of revenues increased $448,635, to $455,167 for the three months ended June 30, 2016, from $6,532 during the same period in 2015 because more SOD products being produced and sold for the three months ended June 30, 2016 compared with the same period of 2015.

Gross Profit. Our gross profit increased by $170,127, to $169,178 for the three months ended June 30, 2016 from $(949) during the same period in 2015. The gross profit increased mainly due to more SOD products being sold for the three months ended June 30, 2016 compared with the same period of 2015.

Operating Expenses. Our total operating expenses for the three months ended June 30, 2016 increased $70,267, or 68.10%, to $173,452, from $103,185 for the same period in 2015. We paid a part of annual audit fee of 2015 during the second quarter of 2016; however we paid all of annual audit fee of 2014 in the first quarter of 2015.

Other Income (expense). Other income was $154,538 during the three months ended June 30, 2016, an increase of $136,567 from $17,971 during a same period in 2015. Such increase was mainly due to the written off the inventory in investment which was sold for the six months ended June 30, 2016.

Net Profit attributable to China Longyi. As a result of above facts, our net profit increased by $206,691, or 263.96%, to $128,387 for the three months ended June 30, 2016, from $(78,304) for the same period in 2015.

Six Months Ended June 30, 2016 Compared to Six Months ended June 30, 2015

The following table summarizes the results of our operations for the six months ended June 30, 2106 and 2015 and provides information regarding the dollar and percentage increase or (decrease) from the six months ended June 30, 2015 to the same period of 2016.

		Six Months Ended
		June 30,					Increase	% Increase
Item		2016		2015			(Decrease)	(% Decrease)
Revenue	$	640,811	$	9,143		$	631,668	6908.76%
Cost of Revenue		471,633		10,697			460,936	4309.02%
Gross Profit		169,178		(1,554	)		170,732	10986.62
Operating Expenses		276,938		242,328			34,610	14.28%
Other Income (expense)		171,130		19,312			151,818	786.13%
Provision for Taxes		-		-			-	--
Net profit attributable to China Longyi	$	49,010	$	(209,296	)	$	258,306	123.42%

Revenues. Revenues increased $631,668, to $640,811 for the six months ended June 30, 2016, from $9,143 for the same period in 2015. The increase in revenues was due to more SOD products being sold for the six months ended June 30, 2016 compared with the same period of 2015.

Cost of Revenues. Our cost of revenues increased $460,936, to $471,633 for the six months ended June 30, 2016, from $10,697 during the same period in 2015 because more SOD products being produced and sold for the six months ended June 30, 2016 compared with the same period of 2015.

Gross Profit. Our gross profit increased by $170,732, to $169,178 for the six months ended June 30, 2016 from $(1,554) during the same period in 2015. The gross profit increased mainly due to more SOD products being sold for the six months ended June 30, 2016 compared with the same period of 2015.

Operating Expenses. Our total operating expenses for the six months ended June 30, 2016 increased $34,610, or 14.28%, to $276,938, from $242,328 for the same period in 2015. This increase was mainly because we paid less professional and financial consultation fees for the six months ended June 30, 2016 compared with the same period of 2015.

Other Income (expense). Other income was $171,130 during the six months ended June 30, 2016, an increase of $151,818 from $19,312 during a same period in 2015. Such increase was mainly due to the written off the inventory in investment which sold for the six months ended June 30, 2016.

Net Profit attributable to China Longyi. As a result of above facts, our net profit increased by $258,306, or 123.42%, to $49,010 for the six months ended June 30, 2016, from $(209,296) for the same period in 2015.

Liquidity and Capital Resources

We had $84,702 in cash and cash equivalents as of June 30, 2016. As of such date, we also had total current assets of $667,496 and total assets of $1,055,560. We had total current liabilities (consisting of accounts payable, accrued liabilities, due to directors and other payables) in the amount of $2,083,745. Our stockholders’ equity as of June 30, 2016 was $(1,028,185). Since inception, we have accumulated a net loss of $30,947,897.

The following table summarizes the statements of cash flows from the financial statements for the six months ended June 30, 2016 compared to the six months ended June 30, 2015:

		Six Months Ended
		June 30,
		2016			2015
Net Cash Provided By (Used In) Operating Activities	$	85,564		$	62,967
Net Cash Provided By (Used In) Investing Activities		-			(66,137	)
Net Cash Provided By (Used In) Financing Activities		(42,525	)		(1,632	)
Effect of foreign exchange rate fluctuation		12,234			(5,389	)
Net increase (decrease) in Cash and Cash Equivalents		55,273			(10,191	)
Cash and Cash Equivalents - Beginning of Period		29,429			46,366
Cash and Cash Equivalents – End of Period		84,702			36,175

Operating Activities

Net cash provided by operating activities was $85,564 for the six-month period ended June 30, 2016 representing an increase of $22,597 from $62,967 of net cash provided by the operating activities for the same period of 2015. The increase in the cash provided by operating activities was mainly attributable to the number of account of Net Loss, Account receivables, Deposits and prepayment, and other payables changed. Cash flows provided by Net Loss increased $287,940 to $63,370 for the six months ended June 30, 2016, from ($224,570) for the same period in 2015. Cash flow used in Account receivables decreased $9,739, to $3,751 for the six months ended June 30, 2016, from $13,490 for the same period in 2015. Cash flows used in Deposits and prepayment increased $27,132, to $27,132 for the six months ended June 30, 2016, from $0 for the same period in 2015. Cash flow provided by other payables decreased $93,599, to $182,800 for the six months ended June 30, 2016, from $276,399 for the same period in 2015.

Investing Activities

Net cash provided by investing activities for the six-month period ended June 30, 2016 was $0 as compared with $66,137 of net cash used in investing activities for the same period of 2015. Such change was mainly because we didn’t have any investing activities for the six months ended June 30, 2016 compared with the same period of 2015.

Financing Activities

Net cash provided by financing activities for the six-month period ended June 30, 2016 was $(42,525) as compared to $(1,632) used in financing activities for the same period in 2015. We repaid certain short term loans and loans from directors in an amount of $30,624 and $11,901, respectively, for the six months ended June 30, 2016.

The Company did not have any bank loans as of June 30, 2016.

We expect to generate approximately $1 million to $1.5 million of revenues from the sale of our products during the next 12 months. If our cash on hand and cash flow from operations do not meet our expected capital expenditure and working capital requirements for the next 12 months, we expect that our directors will provide more cash as loans to the company. However, we may in the future require additional cash resources due to changed business conditions, implementation of our strategy to expand our production capacity or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Critical Accounting Policies

Economic and Political Risks

The Company faces a number of risks and challenges as a result of having primary operations and marketing in the PRC. Changing political climates in the PRC could have a significant effect on the Company’s business.

Foreign Currencies

The company has determined that RMB to be its functional currency. The accompanying audited consolidated financial statements are presented in U.S. dollars. The audited consolidated financial statements are translated into US dollars from RMB at year-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

		June 30,			December 31,
	2016		2015		2015
	RMB	HK$	RMB	HK$	RMB	HK$
Balance sheet items, except for equity accounts	6.6312	7.7542	6.1136	7.7524	6.4936	7.7510

Items in the statements of income and comprehensive income, and the statements of cash flows	6.5309	7.7738	6.1287	7.7534	6.2272	7.7522

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant Estimates

Restrictions on Transfer of Assets Out of the PRC

Dividend payments by Beijing SOD are limited by certain statutory regulations in the PRC. No dividends may be paid by Beijing SOD without first receiving prior approval from the Foreign Currency Exchange Management Bureau. Dividend payments are restricted to 85% of profits, after tax.

Revenue Recognition

The Company recognizes revenue in accordance with Staff Accounting Bulletin No.104 “Revenue recognition” (“ASC Topic 605”). Revenues are recognized as earned when the following four criteria are met: (1) a customer issues purchase orders or otherwise agrees to purchase products; (2) products are delivered to the customer; (3) pricing is fixed or determined in accordance with the purchase order or agreement; and (4) collectability is reasonably assured.

Inflation

Inflation does not materially affect our business or the results of our operations.

Seasonality

We may experience seasonal variations in our future revenues and our operating costs, however, we do not believe that these variations will be material.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEMS 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures’

Our management, with the participation of our chief executive officer and chief financial officer, Ms. Jie Chen and Mr. Xinmin Pan, respectively, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, Ms. Jie Chen and Mr. Xinmin Pan concluded that as of June 30, 2016, our disclosure controls and procedures were effective at the reasonable assurance level.

Internal Controls Over Financial Reporting

During the quarter ended June 30, 2016, there were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, the Company has disputes that arise in the ordinary course of its business. Currently, there are no material legal proceedings to which the Company is a party to or to which any of its property is subject that will have a material adverse effect on the Company's financial condition.

ITEM 1A.

RISK FACTORS

Not applicable.

ITEM 2.

UNREGISTERED SHARES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have not sold any equity securities during the fiscal quarter ended June 30, 2016 that were not previously disclosed in a current report on Form 8-K that was filed during that period.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibit
Number	Description

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

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

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

32.2	Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	The following financial information from The China Longyi Group International Holdings Limited's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at June 30, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2016 and 2015, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, and (iv) the Notes to Consolidated Financial Statements.

SIGNATURES

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

	CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LIMITED
DATED: August 19, 2016
	By: /s/ Jie Chen
	-------------------------------------
	Jie Chen
	Chief Executive Officer
	(Principal Executive Officer)

DATED: August 19, 2016	By: /s/ Xinmin Pan
	-------------------------------------
	Xinmin Pan
	Chief Financial Officer
	(Principal Financial Officer and Accounting Officer)

EXHIBIT INDEX

Exhibit
Number	Description

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

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

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

32.2	Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	The following financial information from The China Longyi Group International Holdings Limited's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at June 30, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2016 and 2015, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, and (iv) the Notes to Consolidated Financial Statements.

CHINA LONGYI GROUP INTERNATIONAL HOLDINGS LTD 10-Q