UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September ~~June~~ 30, 2013

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

For the transition period from _________to ___________

Commission File No. 333-169494

CHINA TIANFEIHONG WINE INC.

(Exact name of registrant as specified in its charter)

Delaware		98-0360626
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1849 Licheng Middle Avenue, Longqiao Street, Chengxiang District

Putian City, Fujian Province, China

(Address of principal executive offices) (zip code)

(86) 0594-6258386

(Registrant’s telephone number, including area code)

Not Applicable

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

Copy of communications to:

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 [ ]

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

Large accelerated filer [ ] 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 [x] No []

Yes [ ] No [x]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of ~~August~~November 12, 2013, there were 2,396,~~711~~ 680 shares of common stock, par value $0.0006 outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

		Index
Balance Sheets at September 30, 2013 (Unaudited) and December 31, 2012	F-1
Balance Sheets at June 30, 2013 (Unaudited) and December 31, 2012		F-1
Statements of Operations for the three months and nine months ended September 30, 2013 and 2012, and the cumulative totals from July 28, 2005 (Inception) to September 30, 2013 (Unaudited)	F-2
Statements of Operations for the three months and six months ended June 30, 2013 and 2012, and the cumulative totals from July 28, 2005 (Inception) to June 30, 2013 (Unaudited)		F-2
Statement of Cash Flows for the nine months ended September 30, 2013 and 2012, and the cumulative totals from July 28, 2005 (Inception) to September 30, 2013 (Unaudited)	F-3
Statement of Cash Flows for the six months ended June 30, 2013 and 2012, and the cumulative totals from July 28, 2005 (Inception) to June 30, 2013 (Unaudited)		F-3
Notes to the (Unaudited) Interim Financial Statements	F-4
Notes to the Interim Financial Statements		F-4

China Tianfeihong Wine Inc. ~~(A Development Stage Company)~~

~~Balance~~ (A ~~Sheets~~Development Stage Company)

~~(Unaudited)~~Balance Sheets

	June 30, 2013			December 31, 2012
ASSETS
Current Assets
Cash	$	234		$	322
Total Assets	$	234		$	322
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	3,066		$	17,947
Due to related party		118,455			79,889
Total Liabilities		121,521			97,836
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 $0.0006 par value; 2,396,711 shares issued and outstanding as of June 30, 2013 and December 31, 2012		1,438			1,438
Additional Paid-in Capital		315,895			315,895
Deficit Accumulated During the Development Stage		(438,620	)		(414,847	)
Total Stockholders’ Deficit		(121,287	)		(97,514	)
Total Liabilities and Stockholders’ Deficit	$	234		$	322

(Unaudited)

F-1

	September 30, 2013			December 31, 2012

ASSETS

Current Assets

Cash	$	199		$	322

Total Assets	$	199		$	322


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued liabilities	$	3,122		$	17,947
Due to related parties		123,114			79,889

Total Liabilities		126,236			97,836

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 $0.0006 par value; 2,396,680 shares issued and outstanding as of September 30, 2013 and December 31, 2012		1,438			1,438

Additional Paid-in Capital		315,895			315,895

Deficit Accumulated During the Development Stage		(443,370	)		(414,847	)

Total Stockholders’ Deficit		(126,037	)		(97,514	)

Total Liabilities and Stockholders’ Deficit	$	199		$	322

~~China~~(The ~~Tianfeihong~~accompanying ~~Wine~~notes ~~Inc.~~are (Aan ~~Development~~integral ~~Stage~~part ~~Company~~of these unaudited financial statements)

~~Statements~~F of- ~~Operations~~1

~~(Unaudited)~~China Tianfeihong Wine Inc.

	For the Three Months Ended June 30, 2013			For the Three Months Ended June 30, 2012			For the Six Months Ended June 30, 2013			For the Six Months Ended June 30, 2012			From July 28, 2005 (Date of Inception) to June 30, 2013
Revenue	$	-		$	-		$	-		$	-		$	24,962
Cost of Revenue		–			–			-			–			(24,776	)
Gross Profit		—			—			—			—			186
Expenses
General and administrative		13,219			5,200			23,773			22,411			438,806
Total Expenses		13,219			5,200			23,773			22,411			438,806
Net Loss	$	(13,219	)	$	(5,200	)	$	(23,773	)	$	(22,411	)	$	(438,620	)
Net Loss Per Common Share – Basic and Diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted Average Common Shares Outstanding		2,396,711			2,396,711			2,396,711			2,396,711

(A Development Stage Company)

~~F-2~~Statements of Operations

~~China Tianfeihong Wine Inc.~~(Unaudited)

(A Development Stage Company)

	For the Three Months Ended September 30, 2013			For the Three Months Ended September 30, 2012			For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012			From July 28, 2005 (Date of Inception) to September 30, 2013

Revenue	$	-		$	-		$	-		$	-		$	24,962
Cost of Revenue		–			–			-			–			(24,776	)

Gross Profit		—			—			—			—			186

Expenses
General and administrative		4,750			10,275			28,523			32,686			443,556

Total Expenses		4,750			10,275			28,523			32,686			443,556

Net Loss	$	(4,750	)	$	(10,275	)	$	(28,523	)	$	(32,686	)	$	(443,370	)

Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted Average Common Shares Outstanding		2,396,680			2,396,680			2,396,680			2,396,680

~~Statements~~(The accompanying notes are an integral part of ~~Cash~~these ~~Flows~~unaudited financial statements)

~~(Unaudited)~~F - 2

	For the Six Months Ended June 30, 2013			For the Six Months Ended June 30, 2012			From July 28, 2005 (Date of Inception) to June 30, 2013
Operating Activities
Net loss for the period	$	(23,773	)	$	(22,411	)	$	(438,620	)
Adjustment to reconcile net loss to net cash used in operating activities:
Stock issued for consulting services		—			—			196,280
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(14,881	)		513			18,066
Net Cash Used In Operating Activities		(38,654	)		(21,898	)		(224,274	)
Financing Activities
Due to related party		38,566			22,179			134,475
Advances from (repayments to) related party		—			—			(16,020	)
Proceeds from issuance of common stock		—			—			106,053
Net Cash (Used in) Provided by Financing Activities		38,566			22,179			224,508
Increase (Decrease) in Cash		(88	)		281			234
Cash - Beginning of Period		322			195			—
Cash - End of Period	$	234		$	476		$	234
Non-cash Transactions:
Stock issued for settlement of accounts payable	$	—		$	—		$	15,000
Supplemental Disclosures:
Interest paid	$	—		$	—		$	—
Income taxes paid	$	—		$	—		$	—

China Tianfeihong Wine Inc.

~~F-3~~(A Development Stage Company)

Statements ~~1. Basis~~ of ~~Presentation~~Cash Flows

~~The accompanying unaudited financial statements of China Tianfeihong Wine Inc.~~ (~~the “Company”~~Unaudited) have been prepared in accordance with accounting principles generally accepted in United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2012 have been omitted.

The accompanying financial statements are unaudited. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.

	For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012			From July 28, 2005 (Date of Inception) to September 30, 2013

Operating Activities

Net loss for the period	$	(28,523	)	$	(32,686	)	$	(443,370	)

Adjustment to reconcile net loss to net cash used in operating activities:
Stock issued for consulting services		—			—			196,280

Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(14,825	)		861			18,122

Net Cash Used In Operating Activities		(43,348	)		(31,825	)		(228,968	)

Financing Activities

Advances from related parties		43,225			32,030			139,134
Repayments to related parties		—			—			(16,020	)
Proceeds from issuance of common stock		—			—			106,053

Net Cash Provided by Financing Activities		43,225			32,030			229,167

Net Increase (Decrease) in Cash		(123	)		205			199

Cash - Beginning of Period		322			195			—

Cash - Ending of Period	$	199		$	400		$	199

Non-cash Transactions:
Stock issued for settlement of accounts payable	$	—		$	—		$	15,000

Supplemental Disclosures:
Interest paid	$	—		$	—		$	—
Income taxes paid	$	—		$	—		$	—

2.(The ~~Going~~accompanying ~~Concern~~notes are an integral part of these unaudited financial statements)

~~These~~F ~~financial~~- statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or 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 attainment of profitable operations. As at June 30, 2013, the Company has accumulated losses 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 do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.3

3.China ~~Related~~Tianfeihong ~~Party Transactions~~Wine Inc.

~~At June 30, 2013, the Company was indebted to the former President of the Company for $118,455~~ (~~December~~A ~~31,~~Development ~~2012~~Stage ~~- $79,889) for expenses paid on behalf of the~~ Company~~. The related party advances were paid to the former President in full upon closing of the change of control transaction on June 28, 2013. .~~)

4. Notes ~~Commitment~~to Unaudited Interim Financial Statements

On 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”)1. ~~The~~Basis 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.~~Presentation

5The accompanying unaudited financial statements of China Tianfeihong Wine Inc. ~~Subsequent Events~~(the “Company”) have been prepared in accordance with accounting principles generally accepted in United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2012 have been omitted.

OnThe ~~July~~accompanying 8,financial ~~2013,~~statements ~~the~~are ~~Company’s Board~~unaudited. ofIn ~~Directors~~the ~~and~~opinion aof ~~major~~management, ~~shareholder~~all ~~adopted~~adjustments ~~and~~(which ~~approved~~include aonly ~~name~~normal ~~change~~recurring ofadjustments) ~~the~~necessary ~~Company from Zenitech Corporation~~ to ~~China Tianfeihong~~present ~~Wine~~fairly ~~Inc. and a one-for-six reverse stock split of~~ the ~~Company’s~~financial ~~outstanding~~position, ~~shares~~results of ~~common~~operations ~~stock.~~and ~~The~~cash ~~name change~~flows ~~and~~for ~~reverse~~all ~~stock~~periods ~~split~~presented ~~has~~have been ~~approved by FINRA to be effective on August 12, 2013~~made.

~~F-4~~2. Going Concern

~~ITEM~~These 2financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. ~~MANAGEMENT'S~~The ~~DISCUSSION~~Company ~~AND~~has ~~ANALYSIS~~not OFgenerated ~~FINANCIAL~~significant ~~CONDITION~~revenue ~~AND~~since ~~RESULTS~~inception OFand ~~OPERATIONS~~has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or 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 attainment of profitable operations. As at September 30, 2013, the Company has accumulated losses 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 do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~CAUTIONARY~~3. Related ~~NOTICE~~Party ~~REGARDING FORWARD LOOKING STATEMENTS~~Transactions

~~This~~As ~~quarterly~~of ~~report~~September ~~contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases~~30, ~~you~~2013 ~~can~~and ~~identify~~December ~~forward-looking statements by terminology such as “may”~~31, ~~“should”~~2012, ~~“expects”,~~the ~~“plans”,~~Company ~~“anticipates”, “believes”,~~was ~~“estimates”,~~indebted ~~“predicts”,~~to ~~“potential”~~the orofficers ~~“continue”~~of or the ~~negative~~ ofCompany ~~these~~for ~~terms or other comparable terminology. These statements are only predictions and may involve known and unknown risks~~$123,114 ~~uncertainties~~ and ~~other factors that may cause our or our industry’s actual results~~$79,889, ~~levels of activity~~respectively, ~~performance or~~for ~~achievements~~expenses topaid beon ~~materially~~behalf ~~different from any future results, levels~~ of ~~activity,~~the ~~performance or achievements expressed or implied by these forward-looking statements~~Company.

~~Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements~~4. Except as required by applicable laws, 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. Commitment

~~Our~~On ~~financial~~March ~~statements~~3, ~~are~~2010, ~~stated~~the Company entered into a license agreement with Guang Wei Qu (the "Licensor"), the owner of a patent in ~~United~~ ~~States~~the ~~Dollars~~People’s Republic of China for an environment-friendly floral sleeve product (~~US$~~the “Patent”). The Licensor granted an exclusive world-wide license to the Company to use the Patent and ~~are~~to ~~prepared~~manufacture, indistribute, ~~accordance~~market, ~~with~~sell, ~~United~~lease ~~States~~and/or ~~Generally~~license ~~Accepted~~or ~~Accounting~~sub-license ~~Principles~~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.

~~In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars~~5. Subsequent Events

~~Unless~~The ~~otherwise~~Company ~~indicated,~~has ~~all~~evaluated ~~references to~~events ~~“we”,~~after ~~“us”~~the ~~and~~date ~~“our”~~of ~~mean~~these ~~China~~financial ~~Tianfeihong~~statements ~~Wine~~through ~~Inc~~the date these financial statements were issued. There were no other material subsequent events as of that date.

~~OVERVIEW~~F - 4

WeITEM ~~are a development stage company specializing in the development, manufacture, distribution and marketing of environmentally friendly floral sleeves and wrappers for the floriculture industry~~2. ~~Our~~MANAGEMENT'S ~~environmentally~~DISCUSSION ~~friendly~~AND ~~floral~~ANALYSIS ~~sleeves~~OF ~~and~~FINANCIAL ~~wrappers~~CONDITION ~~are~~AND ~~suitable~~RESULTS ~~for~~OF ~~use with cut and potted flowers, greens and plants~~OPERATIONS. We aim to reinvent traditional plastic packaging products to reduce and minimize the use of plastic materials damaging to the environment. Our vision is to develop products that will become widely accepted in the market. We intend to develop, market, manufacture and distribute our products.

WeCAUTIONARY ~~were~~NOTICE ~~incorporated~~REGARDING inFORWARD ~~the~~LOOKING ~~State of Delaware on July 28, 2005 and have our head office at Suite 1200, 1000 N. West Street, Wilmington, DE 19801. We currently do not have any subsidiaries.~~STATEMENTS

~~On June~~This ~~26,~~quarterly ~~2013,~~report Wecontains ~~entered~~forward-looking ~~into~~statements. aThese ~~Stock~~statements ~~Purchase~~relate ~~Agreement~~to ~~(the~~future ~~“Agreement”)~~events ~~with~~or ~~Hong~~our ~~Yang (the~~future ~~“Seller”) and~~financial ~~Zhiliang Fang ( (the “Buyer” or “Purchaser”)~~performance. ~~Pursuant~~In tosome ~~the Agreement~~cases, ~~the~~you ~~Seller~~can ~~sold~~identify toforward-looking ~~the~~statements ~~Buyer,~~by ~~and~~terminology ~~the~~such ~~Buyer~~as ~~agreed~~“may”, to“should”, ~~purchase from the Seller~~“expects”, 11“plans”,~~500,000 shares~~ ~~of common stock~~“anticipates”, ~~par value $0.0001 per share (the~~ “~~Common~~believes”, ~~Stock~~“estimates”), ~~of the Company~~“predicts”, ~~constituting~~“potential” ~~approximately~~or ~~79.97% of the issued and outstanding Common Stock. The closing of the transactions (the~~ “~~Closing~~continue”) ~~contemplated~~or by the ~~Agreement~~negative ~~occurred~~of ~~and~~these ~~consummated~~terms onor ~~June~~other ~~28,~~comparable ~~2013~~terminology. InThese ~~connection~~statements ~~with the~~are ~~Closing,~~only ~~Ms.~~predictions ~~Hong~~and ~~Yang~~may ~~resigned~~involve ~~from~~known ~~the executive officer~~ and ~~director~~unknown ~~positions~~risks, ~~she~~uncertainties ~~held with the Company~~ and Moother ~~You~~factors ~~Yu resigned~~that ~~from~~may ~~the~~cause ~~director~~our ~~position~~or heour ~~held~~industry’s ~~with~~actual ~~the company~~results, ~~and~~levels ~~the Company appointed Zhiliang Fang as Chief Executive Officer effective as~~ of ~~the Closing~~activity, ~~and~~performance ~~Chairman~~or ofachievements ~~the~~to ~~Company~~be ~~effective 10~~materially ~~days following~~different ~~the~~from ~~later~~any offuture ~~the~~results, ~~date~~levels of ~~the~~activity, ~~filing~~performance ofor ~~this~~achievements ~~Information~~expressed ~~Statement~~or ~~with~~implied ~~the~~by ~~SEC~~these ~~pursuant to Rule 14f~~forward-1looking ~~or the date of mailing of this Information Statement to our stockholders~~statements.

~~Upon~~Although ~~the Closing,~~we ~~the~~believe ~~Buyer~~that ~~owned~~the ~~79.97%~~expectations ofreflected in the ~~issued~~forward-looking ~~and~~statements ~~outstanding~~are ~~Common Stock. In addition~~reasonable, aswe ofcannot ~~the~~guarantee ~~Closing~~future results, ~~Ruitao~~levels ~~Jiang and~~of ~~ZhuJun~~activity, ~~Chen~~performance ~~have~~or ~~been~~achievements. ~~appointed~~Except as ~~the~~required ~~Directors~~by ofapplicable ~~the~~laws, ~~Company 10 days~~including ~~following~~ the ~~later~~securities oflaws ~~the date~~ of the ~~filing~~United ofStates, ~~this~~we ~~Information~~do ~~Statement~~not ~~with~~intend ~~the SEC pursuant~~ to ~~Rule~~update ~~14f-1~~any orof the ~~date of~~forward-looking ~~mailing~~statements ofto ~~this~~conform ~~Information~~these ~~Statement~~statements to our ~~stockholders.~~actual ~~As of the Closing, Lirong Zheng has been appointed as the Chief Financial Officer of the Company effective immediately~~results.

AsOur offinancial ~~June~~statements ~~30,~~are ~~2013,~~stated wein ~~had~~United ~~earned~~States ~~revenue of~~Dollars (US$~~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~~are weprepared ~~provided~~in toaccordance itwith ~~regarding~~United ~~new~~States ~~compostable~~Generally ~~materials.~~Accepted InAccounting ~~the process of providing that information to the client, we had the opportunity to learn about a compostable floral sleeve product~~Principles. We then decided to explore the business further and later decided to enter into the business of developing, manufacturing, marketing and distributing floral sleeves and similar products. We no longer provide research services.

~~Since~~In wethis noreport, ~~longer~~unless ~~provide~~otherwise ~~research services~~specified, we ~~will~~all ~~not~~dollar ~~receive~~amounts ~~additional~~are ~~revenue~~expressed ~~from~~in ~~these~~United orStates ~~other research clients~~dollars. ~~We intend to concentrate on the business of environmentally friendly floral sleeves and wrappers and the possible development of new, related products.~~

WeUnless ~~are~~otherwise ~~now working with the Chinese inventor~~indicated, ~~Mr.~~ ~~Guang~~all ~~Wei~~references Quto ~~and his research team. Together~~“we”, we“us” ~~are researching both the material formula~~ and ~~manufacturing~~“our” ~~processes~~mean ~~for new~~China ~~packaging~~Tianfeihong ~~products~~Wine Inc.

The 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 floral sleeves and wrappers anywhere in the world during the continuance of the license agreement.OVERVIEW

InWe ~~addition~~are toa ~~attempting~~development tostage ~~develop new~~company ~~uses~~specializing ~~for~~in the ~~patent~~development, ~~and~~manufacture, ~~attempting~~distribution toand ~~developing~~marketing ~~new~~of ~~materials~~environmentally ~~with~~friendly ~~Mr.~~floral Qusleeves and ~~his~~wrappers ~~team,~~for wethe ~~intend~~floriculture toindustry. ~~manufacture,~~Our ~~distribute, market and sell the patented~~ environmentally friendly floral sleeves and wrappers ~~made~~are ~~from~~suitable ~~paper~~for oruse ~~recycled~~with ~~paper~~cut ~~coated~~and ~~with harmless~~potted ~~plastics~~flowers, ~~which~~greens isand ~~partly~~plants. orWe ~~completely~~aim ~~biodegradable~~to ~~depending~~reinvent ontraditional ~~the~~plastic ~~material~~packaging ~~used.~~products ~~Under~~to reduce and minimize the ~~agreement,~~use ~~Mr.~~of ~~Guang~~plastic ~~Wei Qu,~~materials asdamaging ~~licensor,~~to ~~who~~the ~~owns~~environment. ~~patent~~Our ~~number~~vision ~~CN201415829,~~is ~~granted~~to usdevelop anproducts ~~exclusive~~that ~~worldwide~~will ~~license~~become ofwidely accepted in the ~~patent~~market. ~~Other~~We ~~material~~intend ~~terms of~~to ~~the~~develope, ~~agreement~~market, ~~are~~manufacture asand ~~follows:~~distribute our products.

● The licensor is to provide us with all necessary technical drawings, schematics and information and all appropriate assistance as may be required by us; ● The licensor owns any and all right, title and interest in and to the patent, including improvements; ● We ~~agree~~were ~~that~~incorporated ~~all trademarks, patents, copyright and other intellectual right, property and information, whether now existing,~~ in ~~progress, or arising in~~ the ~~future~~State ~~in any jurisdiction,~~ of orDelaware inon ~~relation~~July ~~to the patent~~28, ~~belong~~2005 ~~solely~~ and ~~exclusively~~have toour ~~the~~registered ~~licensor;~~office ●at WeSuite ~~agree that all improvements of the patent belong to the licensor whether developed or acquired by us or the licensor; ● We agree that~~1200, ~~during~~1000 ~~and~~N. ~~after~~West ~~the term of the agreement~~Street, ~~we will not contest the licensor's right and ownership in and to any part of the patent or any improvements~~Wilmington, ~~nor~~DE ~~will~~19801. we in any way dispute or impugn the validity of any of the licensor's ownership, copyright, trademark or patent therein nor the right of the licensor to receive, whether by assignment or grant, any of the same; ● We ~~will~~currently ~~notify~~do ~~the~~not ~~licensor~~have of any infringement or challenge or duplicate to the copyright, trademark or patent or proprietorship of the patent as soon as we become aware of such and such challenge shall be defended or prosecuted by the licensor at the mutual and equal cost of the parties; ● We will, at the request and the cost of the licensor, enter into such further agreements and execute any and all documents as may be required to ensure that ownership of the patent and any improvements resides with the licensor; ● We, in perpetuity, are required to pay to the licensor a royalty fee of 12% of all product revenues from the manufacturing, distribution and sale of the product and any improvements of the patent; ● We will pay and provide an accounting for the royalty fee quarterly, within ten calendar days after the end of each quartersubsidiaries. The royalty fee will be calculated on all amounts invoiced, or deemed invoiced, in a quarter; and ● The term of the agreement shall be perpetual and be in full force and effect as long as the terms and conditions of the agreement are being met.

~~Therefore~~On June 26, 2013, we ~~plan~~entered into a Stock Purchase Agreement (the “Agreement”) with Hong Yang (the “Seller”) and Zhiliang Fang (the “Buyer” or “Purchaser”). Pursuant to ~~focus~~the inAgreement, the ~~coming months~~Seller onsold to the ~~development~~Buyer, and the Buyer agreed to purchase from the Seller, 11,500,000 shares of ~~patented~~common ~~environmentally~~stock, ~~friendly~~par ~~floral~~value ~~sleeves~~$0.0001 per share (the “Common Stock”) of the Company, constituting approximately 79.97% of the issued and ~~wrappers~~outstanding Common Stock. The closing of the transactions (the “Closing”) contemplated by the Agreement occurred and ~~other~~consummated ~~applications~~on ~~for~~June 28, 2013. In connection with the ~~patented technology~~Closing, Ms. WeHong ~~are~~Yang ~~currently~~resigned ~~working~~from onthe ~~finding~~executive ~~production~~officer ~~facilities~~and ~~for~~director ~~our~~positions ~~product~~she inheld ~~order~~with tothe ~~contract~~Company ~~for~~and Mo You Yu resigned from the ~~manufacturing or~~director ~~purchase~~position he held with the company, and the Company appointed Zhiliang Fang as Chief Executive Officer effective immediately.

~~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.~~1

WeUpon ~~have~~the ~~identified~~Closing, the ~~provinces~~Buyer ofowned ~~Ontario and~~79.97% ~~British Columbia~~ of ~~Canada, and~~ the ~~states~~issued ~~of California, Florida, Texas, Michigan~~ and ~~North~~outstanding ~~Carolina~~Common ~~as our primary target markets in North America~~Stock. In ~~These~~addition, ~~two~~as ~~provinces and five states represent the largest production and sales~~ of the ~~floriculture~~Closing, ~~industry in~~Ruitao ~~North~~Jiang America. The U.S. National Agricultural Statistics Service states in its Floriculture Crops Summaries found on it website at http://usda.mannlib.cornell.edu/MannUsda/viewDocumentInfo.do?documentID=1072 that in 2008 and ~~2009,~~ZhuJun ~~California,~~Chen ~~Florida,~~have ~~Texas, Michigan~~been ~~and~~appointed ~~North~~as ~~Carolina represented~~ the ~~largest~~Directors ~~markets~~of in the ~~U.S.~~Company effective ~~floriculture~~on ~~industry.~~July ~~In 2009~~8, ~~the U~~2013.S. As ~~National Agricultural Statistics Service reports, the wholesale value~~ of the ~~floriculture~~Closing, ~~industry~~Lirong inZheng ~~these~~has ~~five~~been ~~states~~appointed ~~was~~as ~~USD~~the ~~$2.53~~Chief ~~billion.~~Financial ~~Our~~Officer ~~floral~~ and ~~plant~~Secretary ~~sleeves~~of ~~are~~the ~~for~~Company ~~use~~effective ~~with potted plants in hanging baskets, potted flowering plants, cut flowers and cut greens~~immediately.

OnOur board and majority shareholder adopted and approved name change of the Company from Zenitech Corporation to China Tianfeihong Wine Inc. on July 8, 2013. The Company’s name change has been adopted in view of our ~~behalf~~decision to engage in the wine business. In addition to the name change, our ~~consultants~~board ~~have~~of ~~attended 18~~directors ~~flower~~approved by ~~EXPOs~~the unanimous written consent in lieu of a meeting and the written consent of majority shareholder on July 8, ~~trade~~2013, to ~~shows~~effect a one (1) new for six (6) old reverse stock split of our issued and ~~fairs~~outstanding shares of common stock to modify the Company’s capital structure and to put in ~~China~~place ~~for~~an ~~research~~appropriate capital structure of the Company following the closing of change in control. Upon the effectiveness of the reverse stock split our issued and ~~marketing~~outstanding ~~for~~shares of common stock will be decreased from 14,380,266 to 2,396,680, all with a par value increased to $0.0006. Our preferred stock will remain the ~~environmentally~~same. ~~friendly~~Upon ~~floral~~effectiveness ~~sleeves~~of the reverse stock split, the stated capital with respect to common shares on the balance sheet and ~~wrappers~~ the additional paid-in-capital account will not change as a result of the Reverse Split due to the increased par value of the common shares from $0.0001 to $0.0006. The Reverse Stock Split will affect per share net income or loss and net book value per share of common shares following the Reverse Stock Split, as there will be fewer of common shares outstanding.

~~Contract~~As ~~with~~of AnSeptember ~~Hui~~30, ~~Jia~~2013, ~~Lian~~we ~~Plastic Packaging~~had ~~Machinery~~earned ~~Factory~~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 it regarding new compostable materials. In the process of providing that information to the client, we had the opportunity to learn about a 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 floral sleeves and similar products. We no longer provide research services.

WeSince ~~have~~we ~~also~~no ~~entered~~longer into a compostable floral sleeve sample-making service agreement on October 8, 2010 with An Hui Jia Lian Plastic Packaging Machinery Factory. This agreement was attached to our registration statement and filed with the SEC. In our agreement with An Hui Jia Lian Plastic Packaging Factory, An Hui Jia Lian has agreed to provide usresearch ~~with compostable floral sleeve sample-making~~ services., ~~We have agreed to purchase 1000 samples at an estimated 500 RMB. So far~~ we ~~have~~will not ~~paid~~receive ~~for~~additional orrevenue ~~received~~from ~~any~~these ofor ~~these~~other ~~samples~~research clients. ~~Previously,~~We ~~pursuant~~intend to ~~an oral~~concentrate ~~agreement,~~on wethe ~~purchased~~business ~~100 samples~~ of ~~our~~ environmentally friendly floral sleeves ~~made~~and bywrappers ~~the An Hui Jia Lian Plastic Packing Factory. We used those samples to market our product to potential customers. The new samples will be in different sizes~~ and ~~colors to show as many varieties we have designed to date. Since November 8, 2010, our consultant, Mr. Yu has been working closely on~~ the ~~samples~~possible ~~with~~development ~~the~~of ~~factory engineers and specialists to ensure that the~~ new, ~~samples~~related ~~will be made as we want them to be~~products.

~~Potential~~We ~~Future~~are ~~Agreements~~now ~~withAn Hui~~working ~~Jia~~with ~~Lian~~the ~~Plastic~~Chinese ~~Packaging~~inventor, ~~Machinery~~Mr. ~~Factory~~Guang Wei Qu and his research team. Together, we are researching both the material formula and manufacturing processes for new packaging products.

IfThe welicense ~~are~~agreement ~~able~~with toMr. ~~raise~~Qu ~~adequate~~gives ~~funds, we~~us ~~intend~~an exclusive worldwide perpetual license to ~~enter~~use ~~into~~or ~~future~~cause ~~agreements~~to ~~with~~be Anused ~~Hui~~Mr. ~~Jia~~Qu’s ~~Lian~~patent ~~Plastic~~and ~~Packaging~~any ~~Machinery~~improvements ~~Factory~~in ~~which~~any ~~will~~manner ~~include~~and ~~(i)~~for ~~An Hui~~any ~~Jia~~purpose ~~Lian~~whatsoever ~~additional~~and ~~services~~including, towithout ~~produce~~limiting the ~~first~~generality ~~inventory~~ of 2the ~~million~~foregoing, to manufacture, distribute, market, and sell floral sleeves and wrappers ~~for~~anywhere in the ~~market~~world during the continuance of the license agreement. We may terminate our agreement with Mr. Qu if we decide to terminate floriculture business and enter into wine business.

~~New Patents and Developments of Patented Processes and Products~~2

We ~~continue~~have toidentified ~~see~~the ~~changes~~provinces inof ~~the~~Ontario ~~environmental packaging~~and ~~market.~~British ~~Although~~Columbia of Canada, and the ~~European~~states ~~market~~of ~~has~~California, ~~shown~~Florida, aTexas, ~~preference~~Michigan ~~for~~and ~~environmentally~~North ~~sensitive~~Carolina ~~products~~as ~~for~~our ~~some~~primary ~~time~~target ~~now, we~~markets ~~believe~~in ~~that~~North America. These two provinces and five states represent the ~~current~~largest production and sales of the floriculture industry in North America. The U.S. ~~administration’s~~National ~~focus~~Agricultural Statistics Service states in its Floriculture Crops Summaries found on ~~green~~its ~~technology~~website ~~for~~at ~~both~~http://usda.mannlib.cornell.edu/MannUsda/viewDocumentInfo.do?documentID=1072 ~~economic~~that in 2008 and ~~environmental~~2009, ~~reasons~~California, ~~continues to~~Florida, ~~influence~~Texas, aMichigan ~~shift~~and ~~away~~North ~~from~~Carolina ~~more~~represented ~~traditional~~the ~~packaging~~largest ~~products~~markets ~~towards~~in ~~environmentally~~the ~~friendly~~U.S. ~~products~~floriculture ~~like~~industry. ~~ours~~In 2009, the U.S. WeNational ~~believe that~~Agricultural ~~our~~Statistics ~~products~~Service reports, the wholesale value of the floriculture industry in these five states was $2.53 billion. Our floral and ~~our~~plant ~~company~~sleeves ~~can~~are ~~benefit~~for ~~from~~use ~~this~~with ~~trend~~potted plants in hanging baskets, potted flowering plants, cut flowers and cut greens.

On our 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.

~~Mr.~~Contract Quwith ~~and~~An ~~his~~Hui ~~team~~Jia ~~continue~~Lian toPlastic ~~attempt to~~Packaging ~~develop~~Machinery new, environmentally-friendly packaging materials and products. In exchange for obtaining licensing rights similar to those we have for the floral sleeve and wrapper product, we intend to help Mr. Qu apply and pay for additional patent fees if and when he is in a position to apply for them in the future and when we determine it is in our best interests to do so.Factory

~~Over~~We ~~the~~have ~~next~~also 12entered ~~months~~into a compostable floral sleeve sample-making service agreement on October 8, we2010 ~~intend~~with ~~to determine~~An ~~whether~~Hui itJia isLian inPlastic ~~our~~Packaging ~~best~~Machinery ~~interests~~Factory. This agreement was attached to ~~apply~~our ~~for~~registration ~~additional~~statement ~~patents~~and ~~for~~filed with the ~~environmentally~~SEC. ~~friendly~~In ~~floral~~our ~~sleeves~~agreement ~~and wrappers~~with inAn ~~other~~Hui ~~countries~~Jia Lian Plastic Packaging Factory, An Hui Jia Lian has agreed to provide us with compostable floral sleeve sample-making services. We dohave ~~not~~agreed ~~yet~~to ~~know~~purchase ~~whether~~1000 wesamples ~~will~~at ~~decide~~an toestimated ~~apply~~RMB ~~for~~500. ~~those~~So ~~patents~~far we have not paid for or, ifreceived weany doof these samples. Previously, inpursuant ~~which~~to ~~countries~~ an oral agreement, we ~~will~~purchased ~~make~~100 samples of our environmentally friendly floral sleeves made by the ~~applications~~An Hui Jia Lian Plastic Packing Factory. We doused ~~intend~~those samples to ~~apply~~market ~~for~~our ~~the~~product ~~classification~~to potential customers. The new samples will be in different sizes and colors to show as amany ~~biodegradable~~varieties ~~product~~we ~~from~~have ~~the~~designed ~~Biodegradable~~to ~~Products Institute~~date. inSince ~~New~~November ~~York~~8, ~~New~~2010, ~~York~~our consultant, Mr. ~~Over~~Yu has been working closely on the ~~next~~samples 12with ~~months~~the wefactory ~~also~~engineers ~~intend~~and specialists to ~~establish~~ensure ~~our~~that ~~first~~the ~~production~~new ~~plant~~samples ~~and~~will ~~retain~~be ~~highly skilled~~made ~~employees~~as ~~and~~we ~~consultants~~want them to ~~operate~~be. We may intend to terminate this agreement in the future.

~~plant~~New ~~and~~Patents ~~the marketing~~ and ~~distribution components~~Developments of ~~our~~Patented ~~business.~~Processes ~~We also intend to complete the development of our marketing plan, enter into agreements with retail flower distributors~~ and ~~wholesale distributors of packaging materials and complete private and/or public financing.~~Products

~~Until~~We wecontinue ~~have~~to ~~established~~see achanges ~~production plant,~~in wethe ~~intend~~environmental topackaging ~~contract~~market. ~~with~~Although Anthe ~~Hui~~European ~~Jia~~market ~~Lian~~has ~~Plastic~~shown ~~Packaging~~a ~~Factory~~preference tofor ~~produce~~environmentally ~~the~~sensitive products for ussome ~~first~~time ~~for~~now, ~~any orders~~ we ~~may~~believe ~~receive~~that the current U.S. ~~Also,~~administration’s wefocus ~~have~~on ~~begun~~green ~~talks~~technology ~~with~~for Anboth ~~Hui~~economic ~~Jia~~and ~~Lian~~environmental reasons continues to ~~discuss~~influence ~~the~~a ~~possibility~~shift ofaway ~~our~~from ~~purchasing~~more ~~machinery~~traditional ~~from~~packaging ~~them for~~products ~~the~~towards ~~establishment~~environmentally offriendly products like ours. We believe that our ~~own~~products ~~production~~and ~~plant~~our company can benefit from this trend.

WeMr. ~~have~~Qu ~~not~~and ~~yet~~his ~~entered~~team ~~into~~continue ~~agreements with~~to ~~any~~attempt ~~floral~~to ~~businesses,~~develop ~~stores~~new, orenvironmentally-friendly ~~wholesale distributors of~~ packaging materials ~~for~~and ~~distribution~~products. ofIn ~~our~~exchange ~~product~~for ~~and~~obtaining ~~there is~~licensing norights ~~assurance~~similar ~~that~~to those we ~~will~~have befor ~~able~~the tofloral dosleeve ~~so.~~and Wewrapper ~~currently~~product, dowe ~~not~~intend ~~have sufficient financing~~ to ~~fully~~help ~~execute~~Mr. ~~our~~Qu ~~business~~apply ~~plan~~ and ~~there~~pay isfor noadditional ~~assurance~~patent ~~that~~fees weif ~~will~~and bewhen ~~able~~he tois ~~obtain~~in ~~the~~a ~~necessary~~position ~~financing~~ to doapply ~~so.~~for Ifthem wein ~~are~~the ~~unable~~future toand ~~obtain~~when ~~the~~we ~~necessary financing,~~determine weit ~~may~~is bein ~~forced~~our tobest ~~cease~~interests ~~our~~to ~~business~~do so.

~~Results of Operations for the Three Months ended June 30, 2013 Compared to Three Months ended June 30, 2012~~3

We ~~did~~have not ~~generate~~yet ~~any~~entered ~~revenue~~into ~~for the~~agreements ~~three~~with ~~months~~any ~~ended~~floral ~~June~~businesses, 30stores, ~~2013~~ or ~~June~~wholesale ~~30,~~distributors ~~2012.~~of ~~From~~packaging ~~our~~materials ~~inception~~for ondistribution ~~July~~of ~~28,~~our ~~2005~~product toand ~~June~~there ~~30,~~is ~~2013,~~no weassurance ~~generated~~that ~~revenue of~~we ~~$24,962.~~will ~~For~~be ~~the~~able ~~three~~to ~~months~~do ~~ended~~so. ~~June~~We ~~30,~~currently ~~2013~~do wenot ~~incurred~~have asufficient ~~net~~financing ~~loss~~to offully ~~$13,219,~~execute ~~compared~~our tobusiness aplan ~~net~~and ~~loss~~there ofis ~~$5,200~~no ~~for~~assurance ~~the three~~that ~~months~~we ~~ended~~will ~~June~~be ~~30,~~able ~~2012.~~to ~~Our~~obtain ~~net~~the ~~loss~~necessary ~~per~~financing ~~share~~to ~~was~~do 0so.01 ~~for~~If ~~the~~we ~~three~~are ~~months~~unable ~~ended~~to ~~June~~obtain ~~30,~~the ~~2013~~necessary financing, ~~and~~we ~~nil~~may ~~for~~be ~~the~~forced ~~three months~~to ~~ended~~cease ~~June~~our ~~30, 2012~~business.

~~Our~~Upon ~~general and administrative fees for~~ the ~~three~~Closing ~~months~~and ~~ended~~change ~~June~~of ~~30,~~control ~~2013~~of ~~were~~the ~~$13~~Company,~~219,~~ ~~compared~~the toCompany ~~$5,200~~may ~~for~~terminate ~~the~~its ~~same~~floriculture ~~period~~business ~~ended~~in ~~June~~the ~~30,~~future ~~2012. Our general~~ and ~~administrative~~intends ~~expenses~~to ~~consist~~seek ~~primarily~~business ofopportunities ~~legal,~~such ~~accounting and audit fees~~ as ~~well~~a asmerger, ~~expenses~~acquisition ~~incurred~~or ~~for rent and~~ other ~~administrative~~ ~~expenses.~~business ~~These~~transaction ~~include~~that ~~marketing~~will ~~and~~cause ~~promotion,~~the ~~office~~Company ~~maintenance,~~to ~~communication~~have ~~expenses,~~business ~~courier~~operations ~~and~~in ~~postage costs,~~liquor ~~web development~~ and ~~office~~wine business.

Results of Operations for the ~~Six~~ Three Months ended ~~June~~September 30, 2013 Compared to ~~Six~~Three Months ended ~~June~~September 30, 2012~~, and for the Period from July 28, 2005 (Date of Inception) to June 30, 2013~~

We did not generate any revenue for the ~~six~~three months ended ~~June~~September 30, 2013 or ~~June~~September 30, 2012. From our inception on July 28, 2005 to ~~June~~September 30, 2013, we generated revenue of $24,962. For the ~~six~~three months ended ~~June~~September 30, 2013 we incurred a net loss of $234,~~773~~750, compared to a net loss of $2210,~~411~~275 for the ~~six~~ three months ended ~~June~~September 30, ~~2011~~2012. ~~From~~Our ~~our inception on July 28, 2005 to June 30, 2013, we incurred a~~ net loss ~~of $438,620. Our net loss~~ per share was nil for the ~~six~~three months ended ~~June~~September 30, 2013, and ~~nil for the six months ended June 30,~~ 2012.

Our general and administrative fees for the ~~six~~three months ended ~~June~~September 30, 2013 were $234,~~773~~750, compared to $2210,~~411~~275 for the same period ended ~~June~~September 30, 2012. Our general and administrative expenses consist primarily of legal, accounting and audit fees as well as expenses incurred for rent and other administrative expenses. These include marketing and promotion, office maintenance, communication expenses, courier and postage costs, web development and office. ~~From our inception on July 28, 2005 to June 30, 2013, we incurred general and administrative expenses of $438,806.~~

~~Liquidity~~Results of Operations for the Nine months ended September 30, 2013 Compared to Nine months ended September 30, 2012, and ~~Capital~~for ~~Resources~~the Period from July 28, 2005 (Date of Inception) to September 30, 2013

~~Working~~We ~~Capital~~did not generate any revenue for the nine months ended September 30, 2013 or September 30, 2012. From our inception on July 28, 2005 to September 30, 2013, we generated revenue of $24,962. For the nine months ended September 30, 2013 we incurred a net loss of $28,523, compared to a net loss of $32,686 for nine months ended September 30, 2012. From our inception on July 28, 2005 to September 30, 2013, we incurred a net loss of $443,370. Our net loss per share was 0.01 for the nine months ended September 30, 2013 and ~~Operations~~2012.

AsOur ofgeneral ~~June~~and administrative fees for the nine months ended September 30, 2013 were $28,523, wecompared ~~had~~to $~~234~~32,686 ~~in total~~for ~~assets~~the same period ended September 30, ~~comprised~~2012. ~~solely~~Our general and administrative expenses consist primarily of ~~cash~~legal, ~~$121,521~~accounting inand ~~total~~audit ~~liabilities~~fees as well as expenses incurred for rent and aother ~~working~~administrative ~~capital~~expenses. ~~deficit~~These ofinclude ~~$121~~marketing and promotion,~~287~~ office maintenance, communication expenses, courier and postage costs, web development and office. AsFrom ofour ~~June~~inception on July 28, 2005 to September 30, 2013, we ~~had~~incurred angeneral ~~accumulated~~and ~~deficit~~administrative expenses of $~~438~~443,~~620~~556.

For the six months ended June 30, 2013 we spent net cash of $38,654 on operating activities, the majority of which was attributable to our net loss as described above. For the six months ended June 30, 2012 we spent net cash of $21,898 on operating activities. From our inception on July 28, 2005 to June 30, 2013 we spent net cash of $224,274 on operating activities, all of which was attributable to our net loss as described above, as offset by certain adjustments and $18,066 in accounts payable and accrued liabilities4

~~For~~Liquidity the six months ended June 30, 2013 we received $38,566 from financing activities, all of which was in the form of funds from a related party. For the same period in our prior fiscal year we received $22,179 from financing activities, all of which was in the form of funds from a related party. From our inception on July 28, 2005 to June 30, 2013 we received net cash of $224,508 from financing activities, including $106,053 in proceeds from the issuance of our common stock and ~~$118,455~~Capital ~~net borrowing from a related party.~~Resources

~~Our~~Working ~~capital~~Capital ~~requirements relating to the manufacturing~~ and marketing of our products have been, and will continue to be, significant. We are dependent on the proceeds of future financing in order to continue in business and to develop and commercialize proposed products. We expect to require a minimum of $200,000 and a maximum of $625,000 to continue our planned operations for the next 12 months.Operations

~~There~~As ~~can~~of beSeptember no30, ~~assurance~~2013, ~~that~~ we ~~will be~~had ~~able~~$199 toin ~~raise~~total ~~the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to~~assets, ~~or sources of~~$126,236 ~~additional~~in ~~financing~~total liabilities and ~~there~~a ~~can~~working becapital nodeficit ~~assurance~~of ~~that any such financing will be available to us on commercially reasonable terms~~$126, ~~or at all~~037. ~~Any~~As ~~inability~~of toSeptember ~~obtain additional financing will have a material adverse effect on us~~30, ~~such~~2013 ~~as requiring us to significantly curtail or cease operations. To raise the additional funds that~~ we ~~will~~ ~~require,~~had wean ~~intend~~accumulated todeficit ~~sell additional shares~~ of ~~our common stock or borrow the money~~$443,370.

~~ITEM~~For 3the nine months ended September 30, 2013 we spent net cash of $43,348 on operating activities, the majority of which was attributable to our net loss as described above. ~~QUANTITATIVE~~For ~~AND~~the ~~QUALITATIVE~~nine ~~DISCLOSURES~~months ~~ABOUT~~ended ~~MARKET~~September ~~RISK~~30, 2012 we spent net cash of $31,825 on operating activities. From our inception on July 28, 2005 to September 30, 2013 we spent net cash of $228,968 on operating activities, all of which was attributable to our net loss as described above, as offset by certain adjustments and $18,066 in accounts payable and accrued liabilities

~~Not~~For ~~applicable~~the nine months ended September 30, 2013 we received $43,225 from financing activities, all of which was in the form of funds from related parties. For the same period in our prior fiscal year we received $32,030 from financing activities, all of which was in the form of funds from related parties. From our inception on July 28, 2005 to September 30, 2013 we received net cash of $229,167 from financing activities, including $106,053 in proceeds from the issuance of our common stock and $123,114 net borrowing from related parties.

~~ITEM~~Our 4capital requirements relating to the manufacturing and marketing of our products have been, and will continue to be, significant. ~~CONTROLS~~We ~~AND~~are ~~PROCEDURES~~dependent on the proceeds of future financing in order to continue in business and to develop and commercialize proposed products. We expect to require a minimum of $200,000 and a maximum of $625,000 to continue our planned operations for the next 12 months.

~~Evaluation~~There can be no assurance that 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, ~~Disclosure~~additional ~~Controls~~financing and ~~Procedures~~there can 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. To raise the additional funds that we will require, we intend to sell additional shares of our common stock or borrow the money.

WeITEM carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of March 31, 2013 (the “Evaluation Date”)3. ~~This~~QUANTITATIVE ~~evaluation~~AND ~~was~~QUALITATIVE ~~carried~~DISCLOSURES ~~out~~ABOUT byMARKET our former management, with the participation of our former principal executive officer and principal financial officer, Hong Yang. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.RISK

~~Disclosure~~Not controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and formsapplicable. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive office and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

~~Changes~~ITEM in4. ~~Internal~~CONTROLS ~~Control~~AND ~~Over Financial Reporting~~PROCEDURES

~~There~~Evaluation ~~were~~of noDisclosure ~~changes~~Controls inand our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Procedures

~~PART II~~We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) ~~OTHER~~and ~~INFORMATION~~15d-15(e) as of September 30, 2013 (the “Evaluation Date”). This evaluation was carried out by our current management, with the participation of our current principal executive officer, Zhiliang Fang and principal financial officer, Lirong Zheng. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.

~~ITEM~~Disclosure 1controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. ~~LEGAL~~Disclosure ~~PROCEEDINGS~~controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive office and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

WeChanges ~~know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff~~ in ~~any~~Internal ~~material~~Control ~~proceeding~~Over orFinancial pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.Reporting

~~ITEM~~There 1were A.no ~~RISK~~changes ~~FACTORS~~in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Please consider the following risk factors before deciding to invest in our common stock.~~5

~~Any~~ PART ~~investment~~II in- ~~our~~OTHER common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this report before deciding whether to purchase our common stock. The occurrence of any of the following risks could harm our business. You may lose part or all of your investment due to any of these risks.INFORMATION

~~This report~~ITEM ~~also contains forward-looking statements that involve risks and uncertainties~~1. ~~Our~~LEGAL ~~actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this report.~~PROCEEDINGS

~~RISKS~~We ~~RELATED~~know TOof ~~OUR~~no ~~BUSINESS~~material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1 A. ~~There~~RISK ~~is no assurance that the market for biodegradable materials will grow and we may not be able to achieve or sustain profitable operations.~~FACTORS

The ~~use~~purchase of ~~biodegradable~~our ~~packaging~~common ~~materials, such~~stock asinvolves ~~in the environmentally friendly floral sleeve and wrapper product instead of plastics may be considered~~ a ~~luxury~~high indegree ~~certain segments~~ of ~~our target markets~~risk. InBefore you ~~order~~invest ~~for~~you ~~the~~should ~~market~~carefully ~~for~~consider ~~biodegradable~~the ~~materials~~risks toand ~~develop,~~uncertainties itdescribed in ~~will~~Item be1A ~~necessary for a portion~~ of ~~the population in~~ our ~~target~~Annual ~~markets~~Report toon ~~become~~Form ~~willing~~10-K tofor ~~pay~~ the ~~cost~~fiscal ~~associated~~year ~~with~~ended ~~biodegradable~~December ~~materials~~31, ~~which~~2012 ~~may in some cases be higher than~~ (the ~~cost~~“2012 ~~associated~~Form ~~with non~~10-~~biodegradable materials~~K”), inour ~~order~~Management's Discussion toand ~~obtain~~Analysis ~~the~~of ~~related~~Financial ~~social~~Condition ~~benefits. At~~and ~~present~~Results ~~our~~of ~~largest~~Operations ~~market~~set forth ~~is projected to be~~ in ~~China.~~Item ~~Although~~2 ~~the economy~~ of ~~China~~Part isI ~~growing, the average income~~ of ~~the Chinese~~this ~~population~~report, ~~remains~~and ~~far~~our ~~below~~consolidated ~~that~~financial ~~of European~~ statements and ~~American~~related ~~countries~~notes ~~where~~included ~~biodegradable~~in ~~materials~~Item ~~have~~1 ~~developed a clientele. The conversion~~ of ~~the~~Part ~~Chinese~~I ~~population from standard plastics to biodegradable materials will require the concerted efforts~~ of ~~the~~ ~~biodegradable~~this ~~materials~~report. Readers ~~industry,~~should ~~provincial~~carefully ~~and~~review ~~national~~those ~~government~~risks, ~~and~~as well ~~popular~~as ~~opinion.~~additional Ifrisks adescribed ~~significant~~in ~~portion~~other ofdocuments ~~the Chinese~~we ~~population~~file isfrom ~~not~~time ~~willing~~ to ~~pay the cost associated~~ time with ~~biodegradable materials,~~ the ~~growth~~Securities ~~of our business will be hindered~~ and weExchange ~~may not be able to achieve or sustain profitable operations~~Commission.

2. ITEM ~~Our lack of generating revenues from operations makes it difficult for us to evaluate our future business prospects and to make decisions based on those estimates of our future performance~~6. ~~Investors do not have historical information on which to base their decisions.~~EXHIBITS

As of the date of this report, 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

Item Number		Description
(31)		Section 302 Certification

31.1*		Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)		Section 906 Certification

32.1*		Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

101 INS		XBRL Instance Document**

101 SCH		XBRL Schema Document**

101 CAL		XBRL Calculation Linkbase Document**

101 DEF		XBRL Definition Linkbase Document**

101 LAB		XBRL Labels Linkbase Document**

101 PRE		XBRL Presentation Linkbase Document**

**		The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

3. We may be unable to protect our proprietary and technology rights under our license agreement with Mr. Qu and Mr. Qu may not be able to 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 of business, causing investors in our company to lose their entire investment.6

Our success will depend in part on our ability to protect our proprietary rights pursuant to our license agreement, dated March 2, 2010, with Mr. Qu and Mr. Qu’s ability to protect his own proprietary rights pursuant to his patent. We intend to rely on our license agreement and Mr. Qu’s patent to protect our proprietary rights. However, these measures afford only limited protection.SIGNATURES

~~The~~In ~~means~~accordance ~~available~~with ~~for~~Section ~~protecting~~13 ~~our or Mr. Qu’s proprietary rights may not be adequate. The system~~ of ~~laws~~the ~~and~~Securities ~~the~~Exchange ~~enforcement~~Act 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~~1934, ~~which leads to a higher than usual degree of uncertainty as to~~ the ~~outcome~~registrant ofcaused ~~any~~this ~~litigation.~~report ~~The inability~~ to ~~enforce~~be orsigned ~~obtain~~on aits ~~remedy~~behalf ~~for~~by ~~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~~undersigned, ~~financial~~thereunto ~~condition~~duly ~~and results of operations~~authorized.

If we or Mr. 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.

	China Tianfeihong Wine Inc.
	(Registrant)

Date: November 14, 2013	/s/ Zhiliang Fang
	Chief Executive Officer


	/s/ Lirong Zheng
	Chief Financial Officer

4. 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. If we cannot sell our products, we will go out of business.7

Our commercial success depends in part on our non-infringement of the patents or proprietary rights of third parties and the ability to protect our own intellectual property pursuant to our license agreement with Mr. Qu. Third parties may assert that we are employing their proprietary technology without authorization even if we are not. It is possible that our manufacture, use and sale of our products may infringe on existing or future patents obtained by other parties. Regardless of the merits of any claim, we could incur substantial costs and divert the attention of our management and technical personnel in defending ourselves against them. 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. We have no business insurance coverage. Therefore, any business 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.

The insurance industry in China is at an early stage of development. 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.

In 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.

Our ability to obtain the necessary financing to execute our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our current corporate structure. There is no guarantee that we will be able to obtain any funding or that we will have sufficient resources to continue to conduct our operations as projected, any of which could mean that we will be forced to discontinue our operations.

7. 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.

Because our officers and directors, who are responsible for our business activities, does not devote all of their working hours to our management and operation, we may not be able to implement our business plan in either the manner we intend or at the speed we propose. Our officers and directors have other obligations and commitments which may cut into the amount of time they are able to devote to our affairs, which may impact the pace of our growth and the progress of our development.

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

Our Bylaws allow us to indemnify our director and officer against claims associated with carrying out the duties of her office. Our Bylaws also allow us to reimburse her for the costs of certain 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 expenses could also increase our operating costs.

9. Recent economic events and conditions may adversely affect our access to additional capital.

Since 2006, 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.

The recent unprecedented events in global financial markets have had a profound impact on the global economy. Many industries are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity and foreign exchange markets, and a lack of market liquidity. 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; ● volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and ● the devaluation and volatility of global stock markets impacts the valuation of our Company’s equity securities.

These factors could have a material adverse effect on our Company’s financial condition and results of operations.

RISKS RELATED TO COUNTRY

10. There are risks related to doing business in China given an uncertain regulatory environment.

Uncertainty 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 penalties. We finance 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.

11. China’s Economic Policies could affect our business.

Substantially all of our assets are located in the China and substantially all of our revenue will be initially derived from our operations in China. Accordingly, our results of operations and prospects are subject, to a 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, our operating results and financial condition may be adversely affected by the government control over capital investments or changes in tax regulations.

The economy of China has been changing from a planned economy to a more market-oriented economy. In recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of corporate governance in business enterprises; however, a substantial portion of productive assets in China are still owned by the Chinese government. In addition, the Chinese

government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over the China’s economic growth through the allocation of resources, the control of payment of foreign currency-denominated obligations, the setting of monetary policy and the provision of preferential treatment to particular industries or companies.

12. The fluctuation of the Renminbi may materially and adversely affect your investment.

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.

Since 1994, China has pegged the value of the Renminbi to the U.S. dollar. We do not believe that this policy has had a material effect on our business. There can be no assurance that Renminbi will not be subject to appreciation. We may not be able to hedge effectively against Renminbi appreciation, so there can be no assurance that future movements in the exchange rate of Renminbi and other currencies will not have an adverse effect on our financial condition.

In addition, there can be no assurance that we will be able to obtain sufficient foreign exchange to pay dividends or satisfy other foreign exchange requirements in the future.

13. It may be difficult to enforce judgments or bring actions outside the United States against our Company and our directors and officers.

It may be difficult to effect service of process and enforcement of legal judgments upon our Company and our officers and directors because they reside outside the United States. As our operations are presently based in China and our key director and officer resides outside the United States, service of process on our directors and officers may be difficult to effect within the United States. Also, substantially all of our assets are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States.

RISKS RELATED TO THE MARKET FOR OUR STOCK

14. 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.

We intend to retain our earnings, if any, to support operations and to finance the growth and development of our business. We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

16. 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.

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 $345,000 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.

17. Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by section 15(g) of the Exchange Act, which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement from you prior to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

18. Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

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

Each 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) 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.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

ITEM 1 A. RISK FACTORS

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended June 30, 2013, we did not make any sales of unregistered securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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-1 filed 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 (attached 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)
	(31	)	Section 302 Certification
	31.1	*	Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	*	Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	(32	)	Section 906 Certification
	32.1	*	Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	*	Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with Section 13 of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	China Tianfeihong Wine Inc.
	(Registrant)
Date: August 14, 2013	/s/ Zhiliang Fang
	Chief Executive Officer
	/s/ Lirong Zheng
	Chief Financial Officer

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