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CHINA FOR-GEN S-1/A Filing

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CHINA FOR-GEN  S-1/A Filing Powered By Docstoc
					As filed with the Securities and Exchange Commission on January 7, 2011                                        Registration No. 333-166868



                                    UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                                                           WASHINGTON, DC 20549

                                                AMENDMENT NO. 6 TO
                                                    FORM S-1/A
                               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                      CHINA FOR-GEN CORP.
                                               (Exact name of registrant as specified in its charter)

                                                                     Delaware
                                          (State or other jurisdiction of incorporation or organization)

                                                                     800
                                           (Primary Standard Industrial Classification Code Number)

                                                                 11-3840621
                                                        (IRS Employer Identification No.)

                                                        Tengao District, Haicheng City
                                                     Liaoning Province, P.R.China 114000
                                                                 +0412-2988160
                                              ( Address, including zip code, and telephone number,
                                         including area code, of registrant’ s principal executive offices )

                                                                   Sherry Li
                                                          c/o China For-Gen Corp.
                                                               87 Dennis Street
                                                        Garden City Park, NY 11040
                                                                (212) 240-0707
                                           (Name, address, including zip code, and telephone number,
                                                   including area code, of agent for service)

                             Copies to :                                                                  Copies to :
                      Barry I. Grossman, Esq.                                                      Mitchell Nussbaum, Esq.
                       Adam Mimeles, Esq.                                                           Giovanni Caruso, Esq.
                 Ellenoff Grossman & Schole LLP                                                       Loeb & Loeb LLP
                        150 East 42 nd Street                                                         345 Park Avenue
                       New York, NY 10017                                                           New York, NY 10154
                        Tel: (212) 370-1300                                                          Tel: (212) 407-4159
                        Fax: (212) 370-7889                                                          Fax: (212) 407-4990

Approximate date of commencement of proposed sale to the public : As soon as practicable after the Registration Statement has been
declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

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

Large accelerated filer                                                                          Accelerated filer 

Non-accelerated filer (Do not check if a smaller reporting company)                              Smaller reporting company 

                                                 CALCULATION OF REGISTRATION FEE

                                                                                      Proposed              Proposed
                                                                                      maximum               maximum
                                                                                       offering             aggregate            Amount of
                Title of each class of                    Amount to be                price per           offering price         registration
             securities to be registered                  Registered(1)                share(1)                 (1)                   fee

Common stock, par value $0.001 per share                         4,600,000 (2)    $          6.00     $        27,600,000    $        3,204.36
Common stock, par value $0.001 per share (3)                     8,068,698                   6.00              48,412,188             5,620.66
Representative‘s Warrant                                                 1                     —                       —                    —
Common stock, par value $0.001 per share,
underlying warrants held by the Representative
(4)(5)                                                             360,000                   6.00                2,160,000              250.78

Total                                                           13,028,698                   6.00     $        78,172,188    $          9,075.8 (6)


    (1) The registration fee for securities to be offered by the Registrant is based on an estimate of the Proposed Maximum Aggregate
        Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule
        457(o). Includes shares which the underwriter has the option to purchase to cover over-allotments.
    (2) Includes 600,000 shares of common stock, which may be sold upon exercise of a 45-day option granted to the Underwriter to cover
        over-allotments if any.
    (3) Reflects shares of common stock being registered for resale by the selling stockholders set forth herein.
    (4) The 360,000 shares of common stock being registered in this registration statement consist of shares issuable by the registrant upon
        the exercise of the Representative‘s common stock purchase warrants issued in connection with this offering.
    (5) Pursuant to Rule 416, this registration statement also covers such number of additional ordinary shares to prevent dilution resulting
        from stock splits, stock dividends and similar transactions.
    (6) Previously paid.

The Registrant amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall hereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
                                                               Explanatory Note

This Registration Statement contains two prospectuses, as set forth below.

           Public Offering Prospectus . A prospectus to be used for the public offering by the Registrant of up to 4,000,000 shares of the
            Registrant‘s common stock (in addition, up to 600,000 shares of the Registrant‘s common stock may be sold upon exercise of the
            underwriters‘ over-allotment option and 360,000 shares of the Registrant‘s common stock may be sold upon exercise of the
            Representative‘s Warrant) (the ―Public Offering Prospectus‖) through the underwriter named on the cover page of the Public
            Offering Prospectus.

           Resale Prospectus . A prospectus to be used for the resale by the selling stockholders set forth therein of an aggregate of
            8,068,698 of the Registrant‘s common stock, of which 2,370,947 are currently issued and outstanding and 5,697,751 are issuable
            upon (i) conversion of outstanding preferred stock and convertible promissory notes and (ii) exercise of outstanding warrants (the
            ―Resale Prospectus‖).

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

           they contain different outside and inside front covers and back covers;

           they contain different offering sections than in the Prospectus Summary section beginning on page 1 (page SS-1);

           they contain different Use of Proceeds sections (page SS-1);

           a Selling Stockholders section is included in the Resale Prospectus (page SS-2);

           references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;

           the Underwriting section from the Public Offering Prospectus on page 77 is deleted from the Resale Prospectus and a Plan of
            Distribution is inserted in its place (page SS-5); and

           the Legal Matters section in the Resale Prospectus on page SS-6 deletes the reference to counsel for the underwriters.

The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus
(the ―Alternate Pages‖) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public
Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be
substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the
resale offering by the selling stockholders.
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus                                                                             Subject To Completion, Dated [           ], 2011




                                                          CHINA FOR-GEN CORP.

                                                  4,000,000 SHARES OF COMMON STOCK

                                              1 REPRESENTATIVE WARRANT
                        360,000 SHARES OF COMMON STOCK UNDERLYING REPRESENTATIVE WARRANT

          We are offering 4,000,000 shares of common stock, $0.001 par value per share. Prior to this offering, there has been no public market
for our securities. The public offering price of the shares was determined by negotiation between us and the underwriters.

         The maximum public offering price of the common stock is expected to be not less than $4 and not more than $6 per share. We
intend to apply to have our shares listed on the NYSE AMEX Stock Exchange concurrent with this offering.

         The purchase of the securities involves a high degree of risk. See section entitled “Risk Factors” beginning on page 8.

                                                                                                               Per Share            Total

                                                                                                                    4.00 –      16,000,000 –
Public offering price                                                                                      $          6.00*   $    24,000,000
                                                                                                                                12,800,000 –
Underwriting discounts and commissions                                                                     $ 0.32 – 0.48      $     1,920,000
                                                                                                                                   160,000 –
Non- accountable expense (1)                                                                               $ 0.04 – 0.06      $    21,840,000
                                                                                                                                14,560,000 –
Proceeds, to China For-Gen Corp.                                                                           $ 3.64 – 5.46      $    21,840,000



* The range of the maximum offering price is based on bona fide estimate pursuant to Item 501(b)(3) of Regulation S-K.
(1) The non-accountable expense allowance of 1.0% of the gross proceeds of the offering is not payable with respect to the shares sold upon
exercise of the underwriters‘ over-allotment option.

       We have agreed to issue to the representative of the underwriters a common stock purchase warrant to purchase a number of shares of
our common stock equal to an aggregate of 360,000 of the shares sold in the offering at an exercise price equal to [ ] per share.

         The underwriters have a 45-day option to purchase up to 600,000 additional shares of common stock from us solely to cover
over-allotments, if any.

         The underwriters expect to deliver the shares to purchasers on or about [        ], 2011.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


                                                     Maxim Group LLC
                                                 The date of this prospectus is [        ], 2011


                                                                        i
                                                      TABLE OF CONTENTS

Prospectus Summary                                                                                          1
The Offering                                                                                                5
Risk Factors                                                                                                8
Cautionary Note Regarding Forward-Looking Statements and Other Information Contained in this Prospectus    23
Use of Proceeds                                                                                            24
Dividend Policy                                                                                            25
Capitalization                                                                                             26
Market Price of and Dividends of Common Equity and Related Stockholder Matters                             27
Determination of Offering Price                                                                            28
Dilution                                                                                                   29
Exchange Rate Information                                                                                  30
Selected Consolidated Financial and Operating Data                                                         31
Management‘s Discussion and Analysis of Financial Condition and Results of Operations                      32
Industry Overview                                                                                          41
Business                                                                                                   47
Facilities                                                                                                 49
Legal Proceedings                                                                                          53
Our History and Corporate Structure                                                                        56
Directors and Executive Officers                                                                           59
Executive Compensation                                                                                     63
Security Ownership of Certain Beneficial Owners and Management                                             64
Certain Relationships and Related Transactions                                                             65
Description of Our Securities                                                                              66
Shares Eligible for Future Sale                                                                            69
Material PRC Income Tax Considerations                                                                     70
Underwriting                                                                                               73
Transfer Agent and Registrar                                                                               76
Legal Matters                                                                                              76
Experts                                                                                                    76
Interests of Named Experts and Counsel                                                                     76
Service of Process and Enforcement of Judgments                                                            76
Where You Can Find More Information                                                                        76
Disclosure of Commission Position on Indemnification for Securities Act Liabilities                        78
Index to Financial Statements                                                                             F-1
                                                         ABOUT THIS PROSPECTUS

         You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any
information or to make any representations about us, the securities or any matter discussed in this prospectus, other than the information and
representations contained in this prospectus. If any other information or representation is given or made, such information or representation
may not be relied upon as having been authorized by us.

         The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with
this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. This
prospectus will be updated and updated prospectuses made available for delivery to the extent required by the federal securities laws.
                                                           PROSPECTUS SUMMARY

          This summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what we
consider to be the most important information about us, you should carefully read this prospectus and the registration statement of which this
prospectus is a part in their entirety before investing in our securities, especially the risks of investing in our securities, which we discuss later
in the section of this prospectus entitled “Risk Factors,” and our consolidated financial statements and related notes beginning on page F-1.

          Unless otherwise specified or required by context, references to “we,” “our,” “us” and the “Company” refer collectively to China
For-Gen Corp., a Delaware corporation (“China For-Gen”), and the subsidiaries of China For-Gen Corp., which are (i) Liaoning
Shengsheng Biotechnological Co., Ltd., a PRC company formerly known as Anshan Xinfang Gardening Limited Company (“Liaoning
Shengsheng” or the “WFOE”), which is wholly owned by China For-Gen, and (ii) Karamai Pusheng Forest and Wood Industry, LLC, a PRC
limited liability company (“Pusheng”), which is wholly owned by Liaoning Shengsheng Biotechnological Co., Ltd. For convenience, certain
amounts in Chinese Renminbi (“RMB”) have been converted to United States dollars at an exchange rate in effect at the date of the related
financial statements. Assets and liabilities are translated at the exchange rate as of balance sheet date. Income and expenditures are
translated at the average exchange rate of the period.

          This prospectus assumes the over-allotment has not been exercised, unless otherwise indicated. Share numbers included herein
reflect the 1:1.5 reverse stock split of all of the Company’s outstanding common stock, which occurred on May 12, 2010, unless otherwise
indicated.

Our Company

          China For-Gen Corp. is a Delaware corporation formed on February 26, 2008 solely for the purpose of acquiring all of the equity
interests of Liaoning Shengsheng, a company incorporated in the People‘s Republic of China (―China‖ or the ―PRC‖) on November 24,
2000. Since its inception, Liaoning Shengsheng has been an agricultural and forestry company engaged in the breeding, cloning and sale of
plant seedlings and specialized transgenic plant seedlings, and the research and development of seedling breeding technologies.

          The Company‘s primary product is fast growing poplar saplings, which are grown in the far northwest regions of China, in Xinjiang
province near the city of Karamai. The Company grows two distinct types of poplar saplings: Shengsheng No. 1 and Shengsheng No. 2. Each
product is separated into 5 different subcategories (1-5 years old trees) according to their age. These varieties of poplar trees have been
genetically modified for faster growth, pest resistance, low water requirements and high fiber strength. The poplar seedlings mature in 3-5
years instead of the normal maturation time of 13-15 years. The saplings are sold primarily to distributors who then resell our products to
independent third parties for various uses, including re-forestation in western China. As of December 31, 2009, our plantations under
management had an area of approximately 8,300 mu in Xinjiang Province. Internally generated cash flow and the potential capital from this
offering are expected to finance the Company‘s operations and future business plans, all as set forth herein . For its 2009 fiscal year, the
Company‘s two major clients were Karamai Teng Lin Farming Co., Ltd. and Liaoning Dongran Landscape Engineering Co., Ltd. (each of
which are independent third party distributors), contributing 53.37% and 29.94%, respectively, of the Company‘s 2009 revenues. Through the
first three quarters of the Company‘s fiscal 2010 year, these clients accounted for 62% and 30%, respectively, of the Company‘s revenues.

         The Company is growing in the forestry/lumber industry. The majority of revenues currently come from the sale of poplar
saplings. For the calendar year ended 2009 the Company generated $23,615,957 in revenue and $12,795,675 in net income versus 2008
revenue of $22,146,254 and net income of $6,688,771. For the nine months ended September 30, 2010, the Company generated revenues of
$16,288,827 and net income of $9,833,662 versus $12,922,412 and $4,670,646, respectively, during the first nine months of 2009.

Our Industry

 Due to increasing demand, China can no longer rely on importing timber to meet its needs. The ―2009 National Forestry Economy
Performance‖ from the State Forestry Administration (SFA) of the PRC, estimated the value of China‘s forestry industry output in 2009
amounted to RMB 1.58 trillion (approximately $2.3 billion), up approximately 10% from 2008, but grew at a slower pace than in prior
years. According to Zhang Jianlong, deputy administrator of the SFA, China‘s total timber consumption will increase from 457 million m 3 in
2009 to 477 million m 3 for 2010. Additionally, Mr. Zhang of the SFA believes it is urgent to promote domestic timber supply, allocate new
land areas for wood and timber production and improve forest management.

         According to the latest national forest inventory released by the SFA of the PRC on January 28, 2010, China‘s total forest cover is 195
million hectares, accounting for 20% of China‘s total land area, with 13.7 billion m 3 standing wood stock volume. In recent years, China has
been aggressive in its reforestation efforts and conversion of agricultural land to forests through the implementation of its National Forest
Protection Program.


                                                                          1
Domestic consumption of timber and wood products is expected to grow between 2010 and 2012 in line with social and economic
development. The National Plan for Conservation and Utilization of Forest Land projects China‘s forestry area will reach 223 million hectares
and standing wood stock will reach 15.8 billion m 3 by 2020.

Competitive Strengths

While the Chinese forestry industry is highly competitive, we believe that the following strengths give us a competitive edge:

        our proprietary technology allows us to breed faster growing, disease resistant trees;
        our ability to select, culture and grow our nursery stock and to scale these processes as our production capacity increases ;
        we have strategically located production bases;
        our expansion strategy seeks to create a vertically integrated operator in our industry , handling all aspects of forest, lumber and wood
         production, from seedling production and plantation, through growth management and harvesting, to lumber processing and
         production and sale of MDF and other wood products ; and
        we have an experienced management team.

Strategies

         Our goal is to become a vertically integrated operator in the lumber and wood products industry. To achieve our goals, we intend to:

        expand existing seedling operations and plantations;
        develop new plantations;
        enter the lumber processing and manufacturing market through potential acquisitions; and
        enter into manufacturing and production of medium density fiberboard (MDF);

        Funds from this offering should accelerate our business strategy. We further anticipate that internally generated cash flow over the
next 18 months will help complement and finance our growth plans. A more detailed description of our business and strategy is located in the
―Description of Business‖ section.

Risks and Challenges

 Our business is subject to numerous risks, as more fully described in the section entitled ―Risk Factors‖ immediately following this prospectus
summary. These include:

        our dependence on poplar saplings and trees;
        extreme weather conditions, natural disasters and potential impacts on our plantations;
        political issues associated with doing business inside the PRC;
        inflationary pressures and potential adverse impact on our prices inside the PRC; and
        our ability to comply with U.S. public reporting requirements, including maintenance of an effective system of internal controls over
         financial reporting.

Structure

          In connection with the acquisition of the WFOE, certain officers and directors of Lioaning Shengsheng (the ―Call Option
Stockholders‖) entered into a call option agreement (the ―Call Option Agreement‖) with Ms. Sherry Li (―Ms. Li‖), then the sole officer,
director and shareholder of China For-Gen, wherein Ms. Li agreed to transfer 12,000,000 shares of Company common stock to the Call Option
Stockholders after our initial public offering. The call option may be exercised by the Call Option Stockholders for nominal consideration of
$0.001 per share (the ―Call Option‖). The Call Option Agreement provides that Ms. Li may not dispose of any China For-Gen shares owned
by her without the prior written consent of the Call Option Stockholders. The Call Option Agreement was amended and restated in its entirety
on May 12, 2010 to comply with PRC laws, including, without limitation, laws with respect to acquisitions by foreign entities and ownership
by PRC citizens in a foreign enterprise (the ―Amended Call Option Agreement‖). The percentage ownership of the Company to be granted to
the Call Option Stockholders remains unchanged. On December 31, 2010, the Call Option Stockholders exercised their rights under the
Amended Call Option Agreement with respect to 50% of the shares an d they have indicated that they intend to exercise their rights with
respect to the remaining 50% on or by December 31, 2011. Upon exercise of the Call Option, neither the ownership structure of the Company
nor the number of shares of Company common stock outstanding changed or will change from the current structure as the shares underlying the
Call Option are currently issued and outstanding and beneficially owned by the Call Option Stockholders. Please see the section titled “
Security Ownership of Certa in Beneficial Owners and Management ‖ on page 59 for the percentage ownership of Company common stock
owned by the Call Option Stockholders.
2
Our post initial public offering organization structure is summarized below:




                                                              3
Company Information

        Our executive offices are located at Tengao District, Haicheng City, Liaoning Province, PRC 114000 and our telephone number is
0412-2988160. The website of our primary operating subsidiary is http://www.biosheng.com. Information contained on or accessed through
our website is not intended to constitute and shall not be deemed to constitute part of this prospectus.


                                                                  4
                                                              THE OFFERING

Securities offered:                        4,000,000 shares of common stock, with an over-allotment option for an additional 600,000
                                           shares, plus an additional 8,068,698 shares to be registered by the selling stockholders listed
                                           herein.

Common stock outstanding before the        14,270,948 shares
offering:

Common stock to be outstanding after the   18,870,948 shares (1)
offering:

Offering price:                            $[   ] per share

Use of proceeds:                           We intend to use the net proceeds from the offering substantially as follows:

                                           · approximately $3.18 million to pay the remaining unpaid purchase price to the original
                                           Liaoning Shengsheng shareholders (the ―Shengsheng Shareholders‖) who shall immediately
                                           transfer such amount to Liaoning Shengsheng for working capital purposes, which may include
                                           acquisitions in the ordinary course of business; and

                                           · approximately $5.03 million to expand and construct our Karamai MDF production facilities;
                                           and

                                           · approximately $3-$5 million to pay the balance for the acquisition of Beijisong, with the final
                                           price to be determined by an appraisal of Beijisong to be conducted in early 2011 (as set forth
                                           herein). This estimate is based in part on our estimation that (i) Beijisong owns net assets worth
                                           not more than $6.6 million, (ii) we are only purchasing 80% of Beijisong, (iii) we have already
                                           paid $877,693 for such acquisition and (iv) we may also purchase additional raw materials
                                           owned by Beijisong; and

                                           · approximately $2.64 million to pay for the acquisition of Yuying (as set forth herein); and

                                           · approximately $1.5 million to be used as working capital for Beijisong and Yuying after their
                                           respective acquisitions; and

                                           · approximately $2.0 million for transaction expenses related to this offering; and

                                           · approximately $1.0 million for an escrow account to fund the initial expenses of being a public
                                           company; and

                                           · the remaining balance to expand our poplar seedling business and for working capital and
                                           general corporate purposes.

                                           The amount and timing of our actual expenditures will depend on numerous factors, including
                                           the status of our acquisition and development efforts, sales and marketing activities, and the
                                           amount of cash generated or used by our operations. We may find it necessary or advisable to
                                           use portions of the proceeds for other purposes, and we will have broad discretion in the
                                           application of the net proceeds. Additionally, we may choose to expand our current business
                                           through acquisition of complimentary businesses using cash or shares, as set forth
                                           herein. However, we have not entered into any negotiations, agreements or commitments with
                                           respect to any such acquisitions at this time. See the section of this prospectus entitled ―Use of
                                           Proceeds‖ for more information on the use of proceeds.

                                           The $1,000,000 escrow account established to fund the initial expenses of being a public
                                           company will be controlled by the Company and funds shall be disbursed as and when needed
                                           for, among other things, legal and accounting fees, insurance and directors‘ compensation.


                                                                    5
Risk factors:                                 Investing in our securities involves a high degree of risk. As an investor you should be able to
                                              bear a complete loss of your investment. You should carefully consider the information set forth
                                              in the section of this prospectus entitled ―Risk Factors.‖

Listing                                       We intend to apply to have our common stock listed on the NYSE AMEX under the symbol
                                              CFG.

  (1) The number of shares of common stock to be outstanding immediately after this offering is based on 14,270,948 shares of common stock
outstanding as of January 5, 2011 and includes (i) 600,000 shares, which may be sold upon exercise of a 45-day option granted to the underwrit
er to cover over-allotments and (ii) 416,667 shares issued in January, 2010 upon cashless exercise of the warrants issued in our May 30, 2008
private placement, but excludes:

    ·     444,119 shares of our common stock issuable upon conversion of Series A Convertible Preferred Stock issued May 30, 2008;

    ·     5,186,965 shares of common stock issuable upon the conversion of those certain convertible promissory notes and warrants issued
          pursuant to the Note Purchase Agreement between us and certain investors dated February 12, 2010 and August 10, 2010; and

    ·     66,667 shares of common stock issuable upon the conversion of warrants issued to an investor.


                                                                      6
                                SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table is derived from and summarizes the relevant financial data for our business and should be read in conjunction with our
audited financial statements and the related notes, which are included elsewhere in this prospectus and which account for the 1:1.5 reverse
stock split of all of the Company’s outstanding common stock, which occurred on May 12, 2010.

                                                                                                        Nine months             Nine months
                                                          Year ended             Year ended                Ended                   Ended
                                                         December 31,           December 31,           September 30,           September 30,
                                                             2009                   2008                    2010                    2009

Sales revenues                                       $       23,615,957     $       22,146,254     $        16,288,827     $        12,922,412

Cost of goods sold                                   $        6,351,073     $       10,428,042     $         3,485,125     $         5,201,809

Gross profit                                         $       17,264,884     $       11,718,212     $        12,803,702     $         7,720,603

Operating expenses
Selling expense                                      $        3,561,550     $        4,206,849     $         1,729,768     $         2,562,828
General and administrative expenses                  $          912,870     $          830,813     $         1,019,482     $           491,064
Total operating expenses                             $        4,474,020     $        5,037,662     $         2,749,250     $         3,053,892

Net operating income                                 $       12,790,464     $        6,680,550     $        10,054,452     $         4,666,711

Other income (expense)
Interest income                                      $             5,211    $            8,221     $             7,793     $             4,180
Gain on change of fair value of derivative
liabilities                                                                                        $           149,644                       -
Interest expense                                                                                   $          (376,623 )                     -
Other expense                                                                                      $            (1,514 )                  (245 )
Total other income (expense)                         $             5,211    $            8,221     $          (220,790 )   $             3,935

Net income before taxes                              $       12,796,075     $        6,688,771     $         9,833,662     $         4,670,646

Taxes                                                $                  -   $                  -   $                   -   $                   -

Net income                                           $       12,795,675     $        6,688,771     $         9,833,662     $         4,670,646

Foreign Currency Translation Adjustment              $           34,412     $        1,138,567     $           843,976     $            (3,026 )

Comprehensive Income                                 $       12,830,087     $        7,827,338     $        10,677,638     $         4,667,620

Balance Sheet Data (at end of Period)                                                       December 31                      September 30,
                                                                                      2009              2008                     2010
Cash                                                                            $         843,358 $         612,971        $       8,689,839
Total Current Assets                                                            $      28,258,086 $      21,552,444        $      34,459,079
Total Assets                                                                    $      30,981,287 $      24,529,932        $      40,293,467
Total Liabilities                                                               $       1,556,016 $       1,796,182        $       4,277,596
Total Stockholder's Equity                                                      $      29,424,671 $      22,733,750        $      36,015,871
Total Liabilities & Shareholder's Equity                                        $      30,981,287 $      24,529,932        $      40,293,467


                                                                        7
                                                                   RISK FACTORS

         An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the
other information contained in this prospectus before deciding to invest in our common stock. Our business, financial condition or results of
operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these
risks, and you may lose all or part of your investment.

                                                          Risks Associated With Our Business

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

         We have only limited audited financial results on which you can evaluate us and our operations. We have operated our business in
our current corporate structure only since April 2000 and are subject to, and may be unable to address, the risks typically encountered by
companies operating in a rapidly evolving marketplace, including those risks relating to:

                      the failure to develop brand name recognition and reputation;

                      the failure to achieve market acceptance of our products;

                      an inability to grow and adapt our business and technology to evolving consumer demand.

            If we are unable to address any or all of these or related risks, our business and results of operations may be materially and adversely
affected.

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations .

         Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our
operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future
performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or
projected rates. Because our business is changing and evolving, our historical operating results may not be useful to you in predicting our
future operating results.

          Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of
the risk factors listed in this prospectus, as well as the following factors, may affect our operating results:

                      our ability to continue to develop fast growing poplar saplings;

                      the results of the implementation of our intended business plan;

                      the quality of our products;

                      our ability to generate revenue;

                      the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our
                       businesses, operations and infrastructure;

                      our focus on long-term goals over short-term results; and

                      our ability to keep our facilities operational at a reasonable cost.

We are dependent on a single product for substantially all of our revenues.

          Our revenues are substantially dependent on our fast growing poplar saplings, which account for 99% of our business revenue. These
trees are grown in the far northwest regions of China, in Xinjiang province near the city of Karamai and we grow two distinct types of poplar
saplings: Shengsheng No. 1 and Shengsheng No. 2. No assurances can be given that customers and potential customers will continue to seek
our genetically modified poplar saplings. For example, other products may be introduced into the marketplace which our customers prefer or
there may be other reasons, many of which are expected to be beyond our control, for a switch away from our products. In the event sales of
our saplings decrease, our revenue, results of operations and future growth prospects can be expected to be materially harmed. Accordingly,
unless and until we diversify and expand our product offerings, our future success will significantly depend upon our genetically modified
poplar saplings.


                                                                    8
Because of the capital-intensive nature of our business, we may have to incur additional indebtedness or issue new equity securities, and if
we are not able to obtain additional capital our ability to operate or expand our business may be impaired and our results of operations
could be adversely affected.

          We require significant levels of capital to acquire additional forest area, to finance the development of our facilities and for the
construction and acquisition of new facilities, and we therefore expect we will need additional capital, over and above what we raise in this
offering, to fund our future growth. If cash from available sources is insufficient or unavailable due to restrictive credit markets, or if cash is
used for unanticipated needs, we may require additional capital sooner than anticipated. Our ability to obtain additional capital on acceptable
terms or at all is subject to a variety of uncertainties, including:

                    investors‘ perceptions of, and demand for, companies in the Chinese timber industry;

                    investors‘ perceptions of, and demand for, companies operating in China;

                    conditions of the U.S. and other capital markets in which we may seek to raise funds;

                    our future results of operations, financial condition and cash flows;

                    governmental regulation of foreign investment in China;

                    economic, political and other conditions in the United States, China, and other countries; and

                    governmental policies relating to foreign currency borrowings.

                    In the event we are required or choose to raise additional funds, we may be unable to do so on favorable terms or at all.

          We may be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity
financings. There is no assurance we will be able to secure suitable financing in a timely fashion or at all. In addition, there is no assurance
we will be able to obtain the capital we require by any other means. Future financings through equity investments are likely to be dilutive to
our existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new
investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and
the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur
substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and
distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may
issue, such as convertible promissory notes and warrants, which will adversely impact our financial condition.

        If we cannot raise additional funds on favorable terms or at all, we may not be able to carry out all or parts of our strategy to maintain
our growth and competitiveness or to fund our operations. If the amount of capital we are able to raise from financing activities, together with
our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we
may be required to cease operations.

Our revenues are highly dependent on a limited number of customers and the loss of any one of our major customers could materially and
adversely affect our growth and our revenues.

         During the years ended December 31, 2009 and 2008, our two largest customers collectively accounted for 87% and 69%,
respectively, of our accounts receivable and 81% and 94% of total sales, respectively. As a result of our reliance on a limited number of
customers, we may face pricing and other competitive pressures which may have a material adverse effect on our growth and our
revenues. We do not have an exclusivity arrangement with any of our customers. In addition, there are a number of factors, other than our
performance, that could cause the loss of a customer or a substantial reduction in revenue from any single customer and that may not be
predictable. For example, the government could determine not to make utilization of forestry resources a high priority or may reduce the sale
and license of forestry resources to private businesses. The loss of any one of our major customers can be expected to result in a decrease in
our sales volume and could materially adversely affect our growth and our revenues. Moreover, the loss of any one of our major customers
could require us to layoff employees, which in turn could make it more difficult for us to attract and retain professionals in the future, which
could further materially adversely affect our growth and our revenues. If our customers seek to negotiate their agreements on terms less
favorable to us and we accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, financial
condition and results of operations. Accordingly, unless and until we diversify and expand our customer base, our future success will
significantly depend upon the timing and volume of business from our largest customers.
9
We do not have any current sales contracts with our customers.

          All of our sales contracts are seasonal in nature and are generally valid for less than nine months. We customarily execute contracts
in the late summer or early fall. Such contracts typically require performance by all parties not later than May, at which time the contracts
terminate. Accordingly, as of the date hereof, we do not have sales contracts with any of our customers, and there is no assurance that our
customers will enter into new agreements with us in the future. Failure to enter into any such contracts would significantly reduce our
revenue.

We may not be able to attract and retain a sufficient number of clients to maintain or expand our business.

         Our business depends on our ability to attract and retain clients, and we cannot assure you that our marketing efforts will lead to more
companies purchasing our genetically modified saplings. In the event we are successful in acquiring additional forest area, in developing our
timber processing operations or in our manufacturing of MDF, we will need to find substantial sources of revenue for each of these business
operations as well. There are numerous factors that could lead to a decline in business or a failure to obtain clients for our expanded
operations, including general economic conditions, market maturity or saturation, a decline in our ability to deliver quality products at a
competitive price, direct and indirect competition and a decline in the demand for timber and manufactured wood products. Any decrease in
our client base or any failure to attract clients to our new businesses may adversely impact our operating margins and future growth prospects.

If we do not continue to develop new products or if our products do not continue to appeal to the market, we may not remain competitive,
and our revenues and operating results could suffer.

         The genetically modified saplings that we offer are subject to changing customer demands. Our future operational and financial
performance depends on our ability to develop and market new services and products and to enhance our existing services and products, each
on a timely basis to respond to new and evolving customer demands, to achieve market acceptance and keep pace with new developments. We
may be unable to develop, introduce on a timely basis (or at all) or market any new or enhanced services or products, and we cannot assure you
that any new or enhanced services or products will appeal to the market. Our failure to develop new services and products and to enhance our
existing services and products or the failure of our services and products to continue to appeal to the market could have an adverse impact on
our business, financial condition, results of operations and future operating prospects.

We may be unable to make acquisitions or enter into joint ventures, which could impair our growth prospects, and we may be unable
integrate, operate or realize the anticipated benefits of such businesses.

          As part of our growth strategy, we intend to pursue selected acquisitions or joint ventures. We cannot assure you we will be able to
effect these transactions on commercially reasonable terms, or at all. Any future acquisitions or joint ventures may require access to additional
capital, and we cannot assure you we will have access to such capital on commercially reasonable terms, or at all. Even if we enter into these
transactions, we may not realize the benefits we anticipate or we may experience difficulties in integrating any acquired companies and
products into our existing business; attrition of key personnel from acquired businesses; significant charges or expenses; higher costs of
integration than we anticipate; or unforeseen operating difficulties that require significant financial and managerial resources that would
otherwise be available for the ongoing development or expansion of our existing operations.

        Consummating these transactions could also result in the incurrence of additional debt and related interest expense, as well as
unforeseen contingent liabilities, all of which could have a material adverse effect on our business, financial condition or results of operations.
We may also issue additional equity in connection with these transactions, which would dilute our existing stockholders.

We may not obtain the government approvals necessary to build our planned manufacturing facility in Karamai, which could impair our
future growth prospects.

         Karamai, China is located in Xinjiang Province. Local lumber supply is imported from other provinces and countries and the
resulting transportation costs makes the final product very expensive. In order to reduce this cost, the Karamai city government established a
new fast-growing forest base of 100,000 mu (one mu is equal to 1/6 of one acre) for industrial use located in Xinjiang province. On November
1, 2005, the Karamai Developing Planning Commission approved Pusheng to establish an MDF facility capable of producing 80,000 cubic
meters of MDF using poplar and other trees provided from this fast-growing forest base. However, this government approval to build the plant
has expired. While we believe Pusheng will receive the proper government approvals and permits necessary to build the facility at such time
as we are ready to do so, no assurances thereof can be given. In the event we are unable to obtain the necessary government approvals, our
expansion plans may be harmed and accordingly, our future growth prospects may be more limited than if we were to receive such approval.

We face competition from other research and development companies and timber processing companies which could erode our market
share, brand recognition and profitability.

        We face formidable competition in every aspect of our business, and particularly from other timber processors and wood products
manufacturers. Our competitors may be better capitalized, have more experience and have more established or deeper relationships with
relevant government authorities, vendors, suppliers, distributors or customers than us. Our competitors may make acquisitions or invest more
aggressively in marketing or product development. We cannot assure you our competitors will not attempt to copy our business model, or
portions thereof, and that this will not erode our market share and brand recognition, and impair our growth rate and profitability. If our
competitors are able to provide similar or better services and products than ours, we could experience a significant decline in revenue. Any
such decline could negatively affect our profitability and future growth prospects.


                                                                    10
Third parties may infringe on our brand and other intellectual property rights, and we may be unable to protect ourselves against such
infringement for competitive and legal reasons, any of which could have a material adverse impact on our business.

         We do not currently hold any registered trademarks or patents for our products, names or symbols. Moreover, intellectual property
rights and related laws in China are still developing, and there are uncertainties involved in the protection and the enforcement of such
rights. There is a risk that third parties may infringe on, misappropriate or misuse our brand and other intellectual property rights. If we are
unable to protect or enforce our intellectual property rights, the value of our brand, services and products could be diminished and our business
may suffer. Our precautions may not prevent misappropriation of our intellectual property. Any legal action that we may bring to protect our
brand and other intellectual property may not achieve the desired results, may be very expensive and could divert management‘s attention from
other business concerns.

         Our failure to protect our intellectual property rights under applicable law could lead to the loss of a competitive advantage that could
not be compensated by our damages award.

We may be sued by third parties who claim that our products, and formulations, methods of manufacture or methods of use infringe on
their intellectual property rights.

         We may be exposed to future litigation by third parties based on claims that our technologies, processes, formulations, methods or
products infringe the intellectual property rights of others or that we have misappropriated the trade secrets of others. Any litigation or claims
against us, whether or not valid, would result in substantial costs, could place a significant strain on our financial and human resources and
could harm our reputation. Such a situation may force us to do one or more of the following:

             incur significant costs in legal expenses for defending against an intellectual property infringement suit;

             cease selling, making, importing, incorporating or using one or more or all of our technologies and/or formulations or products
              that incorporate the challenged intellectual property, which would adversely affect our revenue;

             obtain a license from the holder of the infringed intellectual property right, which license may be costly or may not be available
              on reasonable terms, if at all; or

             redesign our formulations or products, which would be costly and time-consuming.

         Moreover, the possibility exists that a patent could be issued that would cover one or more of our products, requiring us to defend a
patent infringement suit or necessitating a patent validity challenge that would be costly, time consuming and possibly unsuccessful. If a
lawsuit were to be filed against us for patent infringement, we would incur significant legal costs to defend ourselves.

If we fail to effectively manage our anticipated growth, our business and operating results could be adversely effected.

         We intend to pursue a strategy of growth and expansion that is expected to place strain on our management personnel, systems and
resources. To accommodate our intended growth, we anticipate that we will need to implement a variety of new and upgraded research and
development, manufacturing and processing and other operational facilities, as well as financial systems, procedures and controls and the
improvement of our accounting and other internal management systems, all of which require substantial management efforts and financial
resources. We will also need to continue to expand, train, manage and motivate our workforce, and develop and manage our relationships with
our existing and target client base. All of these endeavors will require substantial management effort and skills, and the incurrence of
additional expenditures. We cannot assure you we will be able to efficiently or effectively implement our growth strategies and manage the
growth of our operations, and any failure to do so may limit our future growth and hamper our business strategy.

We depend on key personnel and our business may be severely disrupted if we lose the services of our key executives and employees.

         Our future prospects are heavily dependent upon the continued service of our key executives, particularly Mr. Baoquan Wang, our
President and Chairman, and a major shareholder of our company. We rely on his expertise in our business operations, and on the personal
relationships he has with the relevant regulatory authorities, customers and suppliers. On January 1, 2010 we renewed employment
agreements with our key officers through December 31, 2012, but we have not entered into non-competition or non-solicitation agreements
with our officers. If one or more of our key executives and employees are unable or unwilling to continue in their present positions, we may not
be able to replace them easily and our business may be severely disrupted. In addition, if any of our key executives or employees joins a
competitor or forms a competing company, we may lose customers and suppliers and incur additional expenses to recruit and train personnel.
Further, we do not maintain key-man life insurance for any of our key executives.


                                                                        11
We rely on highly skilled personnel and if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able
to grow effectively.

          Our performance largely depends on the talents and efforts of highly skilled individuals. Our continued ability to compete effectively
depends on our ability to attract, retain and motivate our existing personnel. The market for highly skilled personnel is highly competitive as a
result of the limited availability of such personnel. The inability to hire or retain such qualified personnel may hinder our ability to implement
our business strategy and may harm our business.

We rely on third party service or product providers and research partners and the failure of these third parties to deliver high level of
service and support required in our business or the loss of a relationship with them will adversely impact our business and future operating
prospects.

          Our ability to increase sales, retain current and future memberships and strengthen our brand will depend in part upon our
relationships with third parties, including the various government agencies that purchase our services. The termination of these relationships
could lead to the loss of a competitive advantage or even the loss of customers and revenue. Moreover, if such third parties are unable to
satisfy their commitments to us, our business would also be adversely affected. Additionally, due to our association with such third parties,
poor performance by our strategic partners outside of their relationship with us, a decline in the quality of the products supplied by them or
deterioration of their reputation or other negative publicity about them could adversely impact our reputation and business performance.

Because we may not be able to obtain business insurance in the PRC, we may not be protected from risks that are customarily covered by
insurance in the United States.

          Business insurance is not readily available in the PRC and we may suffer a loss of a type which would normally be covered by
insurance in the United States, such as business interruption insurance and third party liability insurance to cover claims related to personal
injury, or property damage arising from accidents during our operations. We would incur significant expenses in both defending any action and
in paying any claims that result from a settlement or judgment. We have not obtained fire or casualty insurance, and there is no insurance
coverage for our equipment, furniture and buildings in China. Any losses incurred by us will have to be borne by us without any assistance,
and we may not have sufficient capital to cover material damage to, or the loss of, our facility due to fire, severe weather, flood or other cause,
and such damage or loss would have a material adverse effect on our financial condition, business and prospects.

We could be subject to claims related to health or safety risks.

          Our timber harvesting, processing and manufacturing business, if and when entered into, may pose potential health or safety risks to
our employees and there is a risk that claims will be asserted against us for injury or death. Personal injury claims and lawsuits can result in
significant legal defense costs, settlement amounts and awards, and could have an adverse effect on our business, financial condition and result
of operations or cash flow. In addition to the risks of liability exposure and increased costs of defense, claims may produce publicity that could
hurt our reputation and business.

If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately or
to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our business and adversely impact
the trading price of our common stock .

          We are required to establish and maintain internal controls over financial reporting, disclosure controls, and to comply with other
requirements of the Sarbanes-Oxley Act of 2002 (the ―Sarbanes-Oxley Act‖) and the rules promulgated by the SEC thereunder. Our
management, including our Chief Executive Officer and Chief Financial Officer, cannot guarantee that our internal controls and disclosure
controls will prevent all possible errors or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that
there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control
systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more
persons, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or
procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and may not be detected.

          As of September 30, 2010, our management has not conducted a comprehensive review to determine whether our internal control over
financial reporting has significant deficiencies. However, we lack sufficient personnel with the appropriate level of knowledge, experience and
training in the application of US generally accepted accounting principles (―GAAP‖) standards, especially related to complicated accounting
issues. This could cause us to be unable to fully identify and resolve certain accounting and disclosure issues that could lead to a failure to
maintain effective controls over preparation, review and approval of certain significant account reconciliation from Chinese GAAP to US
GAAP and necessary journal entries. We have a relatively complicated corporate structure, which consists of multiple facilities and
subsidiaries. The relatively small number of professionals we employ in our bookkeeping and accounting functions prevents us from
appropriate segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to
the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective
reviews.


                                                                     12
         To date, we have not determined whether our internal controls over financial reporting are sufficient, nor have we undertaken any
remedial steps to remedy the deficiencies set forth above. In the event our review demonstrates further internal control deficiencies, any
remedial measures we undertake may be insufficient to address our material weaknesses, and there can be no assurance that significant
deficiencies or material weaknesses in our internal controls over financial reporting will not be identified or occur in the future. If additional
material weaknesses or significant deficiencies in our internal controls are discovered or occur in the future, we may fail to meet our future
reporting obligations on a timely basis, our consolidated financial statements may contain material misstatements, we may be required to again
restate our prior period financial results, we may be subject to litigation and/or regulatory proceedings, and our business and operating results
may be harmed.

The legal requirements associated with being a public company, including those contained in and issued under the Sarbanes-Oxley Act,
may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our
business and our ability to obtain or retain listing of our common stock.

          We may be unable to attract and retain qualified officers, directors and members of our board of directors and committees required to
provide for our effective management because of the rules and regulations that govern publicly held companies, including, but not limited to,
certifications by principal executive officers. The actual and perceived personal risks associated with compliance with the Sarbanes-Oxley Act
and other public company requirements may deter qualified individuals from accepting roles as directors and executive officers. Further, the
requirements for board or committee membership, particularly with respect to an individual‘s independence and level of experience in finance
and accounting matters, may make it difficult to attract and retain qualified board members. If we are unable to attract and retain qualified
officers and directors, the management of our business and our ability to obtain or retain the listing of our common stock on any stock
exchange (assuming we are able to obtain such listing) could be adversely affected.

Our business will suffer if we cannot obtain, maintain or renew necessary permits or licenses.

          All PRC enterprises in the timber industry are required to obtain from various PRC governmental authorities certain permits and
licenses, including, without limitation, a License of Forest Seed Distribution, a License of Forest Seed Production and an Urban Landscaping
Enterprise Qualification Certificate. We have obtained permits and licenses required for Forest Seed Distribution and Production and Urban
Landscaping. Failure to obtain all necessary approvals/permits may subject us to various penalties, such as fines or being required to vacate
from the facilities where we currently operate our business or even cease operations.

         These permits and licenses are subject to periodic renewal and/or reassessment by the relevant PRC government authorities and the
standards of compliance required in relation thereto may from time to time be subject to change. We intend to apply for renewal and/or
reassessment of such permits and licenses when required by applicable laws and regulations; however, we cannot assure you we can obtain,
maintain or renew the permits and licenses or accomplish the reassessment of such permits and licenses in a timely manner. Any changes in
compliance standards, or any new laws or regulations that may prohibit or render it more restrictive for us to conduct our business or increase
our compliance costs may adversely affect our operations or profitability. Any failure by us to obtain, maintain or renew the licenses, permits
and approvals, may have a material adverse effect on the operation of our business. In addition, we may not be able to carry on business
without such permits and licenses being renewed and/or reassessed.

There are unique risks in the MDF industry that we may not face in the seedling and harvesting industries.

         In addition to investing in the construction of manufacturing facilities, there are also other investments related to land acquisition,
environmental impact assessment, infrastructure construction, transportation, product and environmental testing and quality assurance, among
others. Accordingly, entering the MDF processing industry involves financial risks and unique obstacles than the other industries in which we
are already active, i.e. the forestry and seedling industries.


                                                                       13
                                                Risks Relating to the Our Corporate Structure

We are a holding company that depends on cash flow from its subsidiaries to meet our obligations.

         We are a holding company with no material assets other than the stock of Liaoning Shengsheng, which conducts all our
operations. We currently expect that the earnings and cash flow of Liaoning Shengsheng will primarily be retained and used for their
continued business operations.

Our controlling shareholder has potential conflicts of interest with our company which may adversely affect our business.

        Mr. Baoquan Wang is our primary controlling shareholder as well as our chairman and president. Given his significant interest in our
company, there is a risk that when conflicts of interest arise, Mr. Wang will not act completely in the best interests of our stockholders (as
opposed to his personal interest) or that conflicts of interests will be resolved in our favor.

         Additionally, in the event you believe your rights have been infringed under the securities laws or otherwise as a result of any one of
the circumstances described above, it may be difficult or impossible for you to bring an action against us or our officers or directors who reside
within China. Even if you are successful in bringing an action, the laws of the PRC may render you unable to enforce a judgment against our
assets and management, all of which are located in China.

                                               Risks Associated With Doing Business in China

Our operations and assets in China are subject to significant political and economic uncertainties over which we have little or no control,
and we may be unable to alter our business practice in time to avoid the possibility of reduced revenues.

         Doing business outside the United States, particularly in China, subjects us to various risks including changing economic and political
conditions, major work stoppages, exchange controls, currency fluctuations, armed conflicts and unexpected changes in United States and
foreign laws relating to tariffs, trade restrictions, transportation regulations, foreign investments and taxation. Changes in the PRC laws and
regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of
supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our
business, results of operations and financial condition. Under its current leadership, the Chinese government has been pursuing economic
reform policies that encourage private economic activities and greater economic decentralization. There is no assurance, however, that the
Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.
We have no control over most of these risks and may be unable to anticipate changes in international economic and political
conditions. Therefore, we may be unable to alter our business practice in time to avoid the possibility of reduced revenues.

We derive all of our sales in China and a slowdown or other adverse developments in the PRC economy may materially and adversely affect
our business.

          All of our assets are located in China and all of our revenue is derived from our operations in China. We anticipate that our revenues
generated in China will continue to represent all of our revenues in the near future, including upon the expansion of our business. Accordingly,
our results of operations and prospects are subject, to a significant extent, on the economic, political and legal developments in China. We are
therefore subject to the risks associated with an economic slowdown or other adverse developments in the PRC. Moreover, the industry in
which we are involved in the PRC is growing and transitioning from government-owned to privately owned so we cannot be sure of the laws,
rules, regulations, policies and processes the various PRC government entities may impose as our industry evolves. In addition, the Chinese
government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of
foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or
companies. Efforts by the Chinese government to slow the pace of growth of the Chinese economy could result in reduced demand for our
services and products. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments
in the PRC may materially reduce the demand for our products or otherwise materially and adversely affect our business, results of operations
and future growth prospects.

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.

          We are dependent on our relationship with the local governments in the provinces in which we operate our business. The Chinese
government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation
and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to
taxation, environmental regulations, land use rights, property and other matters. The central or local governments of the various PRC
jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and
efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including
any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local
variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions
thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.


                                                                    14
If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may
decrease.

         At various times during recent years, the United States and China have had significant disagreements over political and economic
issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and
China, whether or not directly related to our business, could reduce the price of our common stock.

Inflation in China may inhibit our ability to conduct business in China.

         In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. Rapid economic growth
can lead to growth in the money supply and rising inflation. If prices for our services and products rise at a rate that is insufficient to
compensate for the rise in the costs of supplies, it may have an adverse effect on profitability. These factors have led to the adoption by the
Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and
contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other
action, which could inhibit economic activity in China, and thereby harm the market for our services and products.

Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert
Chinese Renminbi into foreign currencies and, if Chinese Renminbi were to decline in value, reducing our revenue in U.S. dollar terms.

          Our reporting currency is the U.S. dollar and our operations in China use their local currency as their functional currencies.
Substantially all of our revenue and expenses are in Chinese Renminbi. We are subject to the effects of exchange rate fluctuations with respect
to these currencies. For example, the value of the Renminbi depends to a large extent on Chinese government policies and China‘s domestic
and international economic and political developments, as well as supply and demand in the local market. Since 1994, the official exchange
rate for the conversion of Renminbi to the U.S. dollar had generally been stable and the Renminbi had appreciated slightly against the U.S.
dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of Chinese Renminbi to the U.S.
dollar. Under the new policy, Chinese Renminbi may fluctuate within a narrow and managed band against a basket of certain foreign
currencies. It is possible that the Chinese government could adopt a more flexible currency policy, which could result in more significant
fluctuation of Chinese Renminbi against the U.S. dollar. We can offer no assurance that Chinese Renminbi will be stable against the U.S.
dollar or any other foreign currency.

          Our financial statements are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the
U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions results in reduced
revenue, operating expenses and net income for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign
currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income
for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our
foreign consolidated subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of
the foreign consolidated subsidiaries‘ financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a
component of other comprehensive income. Changes in the functional currency value of these assets and liabilities create fluctuations that will
lead to a transaction gain or loss. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, which could
leave us exposed to the potential adverse effects of currency fluctuations. Moreover, the availability and effectiveness of any hedging
transaction, should such transactions be available to us on reasonable terms and should we choose to engage in such transactions (of which no
assurances can be given), may be limited and we may not be able to hedge our exchange rate risks.

The State Administration of Foreign Exchange (“SAFE”) restrictions on currency exchange may limit our ability to receive and use our
sales revenue effectively and to pay dividends.

          All of our sales revenue and expenses are denominated in Chinese Renminbi. Under PRC law, the Renminbi is currently convertible
under the ―current account,‖ which includes trade and service-related foreign exchange transactions and dividends, but not under the ―capital
account,‖ which includes foreign direct investments and loans. Currently, our PRC operating subsidiaries may purchase foreign currencies for
settlement of current account transactions, including for payment of dividends to us, without the approval of SAFE, by complying with certain
procedural requirements. However, the relevant PRC government authorities may limit or eliminate our ability to purchase foreign currencies
in the future. Since a significant amount of our future revenue will be denominated in Renminbi, any existing and future restrictions on
currency exchange may limit our ability to pay dividends or utilize revenue generated in Renminbi to fund any business activities outside China
that are denominated in foreign currencies.

         Foreign exchange transactions by PRC operating subsidiaries under the capital account continue to be subject to significant foreign
exchange controls and require the approval of or need to register with PRC government authorities, including SAFE. These limitations could
affect our PRC operating subsidiaries‘ ability to obtain foreign exchange through debt or equity financing. If the foreign exchange control
system prevents us from obtaining foreign currency, we may be unable to pay the interest and principal on any debentures we may issue, pay
dividends on our equity or meet obligations that may be incurred in the future that require payment in foreign currency.
The PRC government also may at its discretion restrict access in the future to foreign currencies for current account transactions.


                                                              15
Because our principal assets are located outside of the United States and a majority of our directors and our officers will reside outside of
the United States, it may be difficult for you to enforce your rights based on the United States federal securities laws against us and our
officers and directors in the United States or to enforce judgments of United States courts against us or them in the PRC.

          All of our officers and directors reside outside of the United States. In addition, our operating subsidiaries are located in the PRC and
all of their assets are located outside of the United States. China does not have a treaty with United States providing for the reciprocal
recognition and enforcement of judgments of courts. It may therefore be difficult for investors in the United States to enforce their legal rights
based on the civil liability provisions of the United States federal securities laws against us in the courts of either the United States or the PRC,
and even if civil judgments are obtained in courts of the United States, to enforce such judgments in the PRC courts. Further, it is unclear if
extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties against us or
our officers and directors under the United States federal securities laws or otherwise.

Because the assets of our wholly-owned subsidiaries are located overseas, stockholders may not receive distributions that they would
otherwise be entitled to if we were declared bankrupt or insolvent.

         Because all of the assets of our wholly-owned subsidiaries are located in the PRC, they may be outside of the jurisdiction of U.S.
courts to administer if we are the subject of an insolvency or bankruptcy proceeding. As a result, our stockholders may not receive distributions
on liquidation under U.S. Bankruptcy laws that they would otherwise be entitled to if our assets were located within the U.S.

The PRC legal system contains uncertainties which could limit the legal protections available to us and you, or could lead to penalties on
us.

          The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided
legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations
governing economic matters in general. Our PRC operating subsidiaries are subject to laws and regulations applicable to foreign investment in
China. In addition, all of our subsidiaries are incorporated in China and subject to all applicable Chinese laws and regulations. Because of the
relatively short period for enacting such a comprehensive legal system, it is possible that the laws, regulations and legal requirements are
relatively recent, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available
to us and other foreign investors, including you, and may lead to penalties imposed on us because of the different understanding between the
relevant authority and us. In addition, we cannot predict the effect of future developments in the PRC legal system, including the promulgation
of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.

We may have limited legal recourse under the PRC laws if disputes arise under our contracts with third parties.

         The Chinese government has enacted significant laws and regulations dealing with matters such as corporate organization and
governance, foreign investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these
laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. If our new
business ventures are unsuccessful, or other adverse circumstances arise from these transactions, we face the risk that the parties to these
ventures may seek ways to terminate the transactions, or may hinder or prevent us from accessing important information regarding the financial
and business operations of these acquired companies. The resolution of these matters may be subject to the exercise of considerable discretion
by agencies of the Chinese government, and forces unrelated to the legal merits of a particular matter or dispute may influence their
determination. Any rights we may have to specific performance, or to seek an injunction under the PRC laws, in either of these cases, are
severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from
occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of
operations. Although legislation in China over the past 30 years has significantly improved the protection afforded to various forms of foreign
investment and contractual arrangements in China, these laws, regulations and legal requirements are relatively new and their interpretation and
enforcement involve uncertainties, which could limit the legal protection available to us, and foreign investors, including you. The inability to
enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital
and could have a material adverse impact on our operations.

PRC regulations relating to acquisitions of PRC companies by foreign entities may create regulatory uncertainties that could restrict or
limit our ability to operate.

          In November 2005, SAFE issued a public notice, known as Circular 75, concerning the use of offshore holding companies in mergers
and acquisitions in China. The public notice provides that before an offshore company is established or controlled by PRC residents for the
purpose of seeking offshore equity financing by using assets or interests owned by such PRC residents in onshore companies, such overseas
investment will be subject to registration with the relevant foreign exchange authorities. The public notice also suggests that registration with
the relevant foreign exchange authorities is required for any sale or transfer by the PRC residents of shares in an offshore holding company that
owns an onshore company. The PRC residents must each submit a registration form to the local SAFE branch with respect to their ownership
interests in the offshore company, and must also file an amendment to such registration if the offshore company experiences material events,
such as changes in the share capital, share transfer, mergers and acquisitions, spin-off transactions or use of assets in China to guarantee
offshore obligations.


                                                                    16
         Our current PRC beneficial owners may fall within the ambit of Circular 75 and be required to register with the local SAFE branch as
required under Circular 75. If so required, and if such PRC beneficial owners fail to timely register their SAFE registrations pursuant to the
Circular 75, or if future shareholders and/or beneficial owners of our company who are PRC residents fail to comply with the registration
procedures set forth in the Circular 75, this may subject such shareholders, beneficial owners and/or our PRC subsidiaries to fines and legal
sanctions and may also limit our ability to contribute additional capital (including using the proceeds from this offering) into our PRC
subsidiaries, limit our PRC subsidiaries‘ ability to distribute dividends to our company, or otherwise adversely affect our business.

         On August 8, 2006, MOFCOM, joined by the State-owned Assets Supervision and Administration Commission of the State Council,
the State Administration of Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission and
SAFE, released a substantially amended version of the Provisions for Foreign Investors to Merge with or Acquire Domestic Enterprises (the
―Revised M&A Regulations‖), which took effect September 8, 2006 and was amended on June 22, 2009. These new rules significantly
revised China‘s regulatory framework governing onshore-to-offshore restructurings and foreign acquisitions of domestic enterprises. These
new rules signify greater PRC government attention to cross-border merger, acquisition and other investment activities, by confirming
MOFCOM as a key regulator for issues related to mergers and acquisitions in China and requiring MOFCOM approval of a broad range of
merger, acquisition and investment transactions. Further, the new rules establish reporting requirements for acquisition of control by foreigners
of companies in key industries, and reinforce the ability of the Chinese government to monitor and prohibit foreign control transactions in key
industries.

          Among other things, the revised M&A Regulations include new provisions that purport to require that an offshore special purpose
vehicle, or SPV, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals must obtain the approval of
the CSRC prior to the listing and trading of such SPV‘s securities on an overseas stock exchange. On September 21, 2006, the CSRC
published on its official website procedures specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval
of their overseas listings. However, the application of this PRC regulation remains unclear with no consensus currently existing among the
leading PRC law firms regarding the scope and applicability of the CSRC approval requirement.

          We were advised by our PRC counsel that our restructuring is not subject to CSRC approval. However, we cannot exclude the
possibility that the CSRC or another PRC regulatory agency subsequently determines that CSRC approval was required for our
restructuring. If the CSRC or another PRC regulatory agency subsequently determines that CSRC approval was required for our restructuring,
we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose
fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, or take other actions that could have a material
adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our common
stock.

          If later the CSRC requires that we obtain its approval, we may be unable to obtain a waiver of the CSRC approval requirements, if and
when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding this CSRC approval
requirement could have a material adverse effect on the trading price of our common stock. Furthermore, published news reports in China
recently indicated that the CSRC may have curtailed or suspended overseas listings for Chinese private companies.

          It is uncertain how our business operations or future strategy will be affected by the interpretations and implementation of Circular 75
and its internal implementing guidelines and the Revised M&A Regulations. It is anticipated that application of the new rules will be subject to
significant administrative interpretation, and we will need to closely monitor how MOFCOM and other ministries apply the rules to ensure that
our domestic and offshore activities continue to comply with PRC law. Given the uncertainties regarding interpretation and application of the
new rules, we may need to expend significant time and resources to maintain compliance.

Our partial payment of the acquisition price for Liaoning Shengsheng creates regulatory restrictions that limit Liaoning Shengsheng’s
ability to pay dividends to us and may result in other regulatory restrictions.

          Generally there is no SAFE approval required prior to remitting dividends of a foreign invested enterprise. However, according to the
Notice on Relevant Issues concerning Improving Foreign Direct Investment Foreign Exchange Administration by SAFE, effective as of April
1, 2003, before the acquisition price of an acquisition of a PRC company by a foreign investor has been paid off, any dividend remittance
abroad by such PRC company may only be in proportion to the actual payments made by such foreign investor. Since we have only paid $1.28
million of $5.12 million consideration due to the Shengsheng Shareholders, Liaoning Shengsheng can only remit 25% of its dividends or
profits to us until we have paid all the acquisition consideration. This restriction is not affected by the timing of the exercise of the call option
granted from Sherry Li to the Shengsheng Shareholders pursuant to the Amended and Restated Call Option Agreement dated May 12, 2010.


                                                                         17
The Company may not be allowed by PRC regulatory authorities to consolidate Liaoning Shengsheng’s equity and assets into its
consolidated financial statements before the Company has paid the acquisition price in full.

          According to the Circular on Strengthening the Administration of Approval, Registration, Foreign Exchange and Taxation of Foreign
Invested Enterprise (―Circular 575‖), promulgated by the PRC Ministry of Foreign Trade and Economic Cooperation (currently Ministry of
Commerce), State Administration of Taxation, State Administration for Industry and Commerce and State Administration of Foreign
Exchange, effective as of January 1, 2003, in the event a foreign investor who purchases a controlling equity interest in a PRC company has not
paid the purchase price in full, such investor shall not consolidate the equity and assets of the merged enterprise into its financial
statements. The financial statements forming a part of this prospectus have been consolidated in accordance with GAAP. Since the Company
has only made partial payment of the purchase price to the Shengsheng Shareholders, as per Circular 575, the Company may face a risk that it
would not be allowed by the PRC regulatory authorities to consolidate Liaoning Shengsheng's equity and assets into the Company‘s
consolidated financial statements. However, Circular 575 does not specify the legal consequences of consolidation of the financial statements
prior to full payment of the purchase price, and there are no specific implementing rules concerning any penalties or fines under current PRC
laws. Accordingly, the legal effect of the PRC regulatory authorities making a determination that the Company is not in compliance with
Circular 575 is unknown at this time.

Our labor costs are likely to increase as a result of changes in Chinese labor laws.

         We expect to experience an increase in our cost of labor due to recent changes in Chinese labor laws which are likely to increase costs
further and impose restrictions on our relationship with our employees. In June 2007, the National People‘s Congress of the PRC enacted new
labor law legislation called the Labor Contract Law and more strictly enforced existing labor laws. The new law, which became effective on
January 1, 2008, amended and formalized workers‘ rights concerning overtime hours, pensions, layoffs, employment contracts and the role of
trade unions. In addition, under the new law, employees who either have worked for a company for 10 years or more or who have had two
consecutive fixed-term contracts should be given an ―open-ended employment contract‖ upon the request of such employee that, in effect,
constitutes a long term contract which is only terminable under certain limited circumstances. Should we become subject to such open-ended
employment contracts, our employment related risks could increase significantly and we may be limited in our ability to downsize our
workforce in the event of an economic downturn. No assurance can be given that we will not in the future be subject to labor strikes or that it
will not have to make other payments to resolve future labor issues caused by the new laws. Furthermore, there can be no assurance that the
labor laws will not change further or that their interpretation and implementation will vary, which may have a negative effect upon our costs
and results of operations.

We must comply with the Foreign Corrupt Practices Act.

         We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in
bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some
of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur
from time to time in China. If our competitors engage in these practices, they may receive preferential treatment or other advantage in
securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a
disadvantage. Such disadvantage can be expected to have a material adverse impact on our business, growth prospects and results of
operations. Although we inform our personnel that such practices are illegal, we do not yet have an official policy in place and, even once
such a policy is implemented, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be
held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties, which could
be expected to have a material adverse effect on our reputation, share price and future operating prospects.

If we make equity compensation grants to persons who are PRC citizens, they may be required to register with SAFE. We may also face
regulatory uncertainties that could restrict our ability to adopt equity compensation plans for our directors and employees and other parties
under PRC laws.

         On April 6, 2007, SAFE issued the ―Operating Procedures for Administration of Domestic Individuals Participating in the Employee
Stock Ownership Plan or Stock Option Plan of An Overseas Listed Company, also know as ―Circular 78.‖ It is not clear whether Circular 78
covers all forms of equity compensation plans or only those which provide for the granting of stock options. For any plans which are so
covered and are adopted by a non-PRC listed company, such as our company, after April 6, 2007, Circular 78 requires all participants who are
PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan. In addition, Circular 78 also requires
PRC citizens to register with SAFE and make the necessary applications and filings if they participated in an overseas listed company‘s
covered equity compensation plan prior to April 6, 2007. We believe that the registration and approval requirements contemplated in Circular
78 will be burdensome and time consuming.

         The Call Option Agreement signed by and among the Shengsheng Shareholders and Sherry Li could be regarded by SAFE as an
equity incentive plan. However, we do not believe the Call Option Agreement is required to be filed with SAFE, as the Company is not
recognized as a "listed company" under Circular 78 as of the date hereof and the Shengsheng Shareholders have not exercised their rights under
the Call Option Agreement. In the future, we may adopt an equity incentive plan and make numerous stock option grants under the plan to our
officers, directors and employees, some of whom are PRC citizens and may be required to register with SAFE. If it is determined that any of
our equity compensation plans are subject to Circular 78, failure to comply with such provisions may subject us and participants of our equity
incentive plan who are PRC citizens to fines and legal sanctions and prevent us from being able to grant equity compensation to our PRC
employees. In that case, our ability to compensate our employees and directors through equity compensation would be hindered and our
business operations may be adversely affected.

Due to various restrictions under PRC laws on the distribution of dividends by our PRC operating companies, we may not be able to pay
dividends to our shareholders.

         The Wholly-Foreign Owned Enterprise Law (1986), as amended and the Wholly-Foreign Owned Enterprise Law Implementing Rules
(1990), as amended and the Company Law of the PRC (2006) contain the principal regulations governing dividend distributions by wholly
foreign owned enterprises. Under these regulations, wholly foreign owned enterprises (―WFOE‖) may pay dividends only out of their
accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, a WFOE is required to set
aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash
dividends except in the event of liquidation and cannot be used for working capital purposes.


                                                                       18
           Furthermore, if our consolidated subsidiaries in China incur debt on their own in the future, the instruments governing the debt may
restrict its ability to pay dividends or make other payments. If we or our consolidated subsidiaries are unable to receive all of the revenues from
our operations due to these contractual or dividend arrangements, we may be unable to pay dividends on our common stock. In addition, under
current PRC law, we must retain a reserve equal to 10 percent of net income after taxes each year, with the total amount of the reserve not to
exceed 50 percent of registered capital. Accordingly, this reserve will not be available to be distributed as dividends to our shareholders. We
presently do not intend to pay dividends in the foreseeable future. Our management intends to follow a policy of retaining all of our earnings to
finance the development and execution of our strategy and the expansion of our business.

As all of our operations and personnel are in the PRC, we may have difficulty establishing adequate western style management, legal and
financial controls.

          The PRC historically has been deficient in western style management and financial reporting concepts and practices, as well as in
modern banking, and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work
in the PRC. As a result of these factors, and especially given that we expect to be a publicly listed company in U.S. and subject to regulation
as such, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial
statements, books of account and corporate records and instituting business practices that meet western standards. We may have difficulty
establishing adequate management, legal and financial controls in the PRC. Therefore, we may, in turn, experience difficulties in
implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act and other applicable laws,
rules and regulations. This may result in significant deficiencies or material weaknesses in our internal controls which could impact the
reliability of our financial statements and prevent us from complying with SEC rules and regulations and the requirements of the
Sarbanes-Oxley Act. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our business and the
public announcement of such deficiencies could adversely impact our stock price.

An outbreak of a pandemic avian influenza, SARS or other contagious disease may have an adverse effect on the Chinese economy which
may adversely affect our results of operations.

          During the past four years, large parts of Asia experienced unprecedented outbreaks of avian influenza. Currently, no fully effective
avian flu vaccines have been developed and there is evidence that the H5N1 virus is evolving. An effective vaccine may not be discovered in
time to protect China against an avian flu pandemic. Also, in the first half of 2003, certain countries in Asia experienced an outbreak of severe
acute respiratory syndrome, or SARS, a highly contagious form of atypical pneumonia, which seriously interrupted the economic activities in
the affected regions.

       An outbreak or perceived outbreak of avian flu, SARS, swine flu or other contagious disease may seriously interrupt our operations,
which may have a materially adverse effect on our financial results.

Our bank accounts are not insured or protected against loss.

         We maintain our cash with various banks and trust companies located in China. Our cash accounts are not insured or otherwise
protected. Should any bank or trust company holding our cash deposits become insolvent, or if we are otherwise unable to withdraw funds, we
would lose the cash on deposit with that particular bank or trust company.

Under the PRC EIT Law, we may be classified as a “resident enterprise” of the PRC. Such classification could result in PRC tax
consequences to us and our non-PRC resident enterprise shareholders.

          On March 16, 2007, the National People‘s Congress approved and promulgated a new tax law, the PRC Enterprise Income Tax Law,
or ―EIT Law,‖ which took effect on January 1, 2008. Under the EIT Law, enterprises are classified as resident enterprises and non-resident
enterprises. An enterprise established outside of China with ―de facto management bodies‖ within China is considered a ―resident enterprise,‖
meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the
EIT Law define ―de facto management bodies‖ as a managing body that in practice exercises ―substantial and overall management and control
over the production and operations, personnel, accounting, and properties‖ of the enterprise; however, it remains unclear whether the PRC tax
authorities would deem our managing body as being located within China. Due to the short history of the EIT Law and lack of applicable legal
precedents, the PRC tax authorities determine the PRC tax resident treatment of a foreign (non-PRC) company on a case-by-case basis.

         If the PRC tax authorities determine we are a ―resident enterprise‖ for PRC enterprise income tax purposes, a number of PRC tax
consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25 percent on our worldwide taxable income, as
well as PRC enterprise income tax reporting obligations. Second, under the EIT Law and its implementing rules, dividends paid between
―qualified resident enterprises‖ are exempt from enterprise income tax. As a result, if we are treated as a ―qualified resident enterprise,‖ all
dividends that we receive from Liaoning Shengsheng (assuming such dividends are considered sourced within the PRC) should be exempt from
PRC tax. If we are treated as a ―non-resident enterprise‖ under the EIT Law, then dividends that we receive from Liaoning Shengsheng
(assuming such dividends are considered sourced within the PRC) may be subject to a 10 percent PRC withholding tax. Any such tax on
dividends could materially reduce the amount of dividends, if any, we could pay to our shareholders.


                                                                19
         Finally, the new ―resident enterprise‖ classification could result in a situation in which a 10 percent PRC tax is imposed on dividends
we pay to our enterprise, but not individual, investors that are not tax residents of the PRC (―non-resident investors‖) and gains derived by them
from transferring our common stock, if such income is considered PRC-sourced income by the relevant PRC tax authorities. In such event, we
may be required to withhold a 10 percent PRC tax on any dividends paid to our non-resident investors. Our non-resident investors also may be
responsible for paying PRC tax at a rate of 10 percent on any gain realized from the sale or transfer of our common stock in certain
circumstances. We would not, however, have an obligation to withhold PRC tax with respect to such gain under the PRC tax laws.

          Moreover, the State Administration of Taxation (―SAT‖) released Circular Guoshuihan No. 698 (―Circular 698‖) on December 10,
2009 that reinforces the taxation of certain equity transfers by non-resident investors through overseas holding vehicles. Circular 698 addresses
indirect equity transfers as well as other issues. Circular 698 is retroactively effective from January 1, 2008. According to Circular 698, where a
non-resident investor who indirectly holds an equity interest in a PRC resident enterprise through a non-PRC offshore holding company
indirectly transfers an equity interest in a PRC resident enterprise by selling an equity interest in the offshore holding company, and the latter is
located in a country or jurisdiction where the actual tax burden is less than 12.5 percent or where the offshore income of its residents is not
taxable, the non-resident investor is required to provide the PRC tax authority in charge of that PRC resident enterprise with certain relevant
information within 30 days of the execution of the equity transfer agreement. The tax authorities in charge will evaluate the offshore
transaction for tax purposes. In the event that the tax authorities determine that such transfer is abusing forms of business organization and a
reasonable commercial purpose for the offshore holding company other than the avoidance of PRC income tax liability is lacking, the PRC tax
authorities will have the power to re-assess the nature of the equity transfer under the doctrine of substance over form. A reasonable
commercial purpose may be established when the overall international (including U.S.) offshore structure is set up to comply with the
requirements of supervising authorities of international (including U.S.) capital markets. If the SAT‘s challenge of a transfer is successful, it
may deny the existence of the offshore holding company that is used for tax planning purposes and subject the seller to PRC tax on the capital
gain from such transfer. Since Circular 698 has a short history, there is uncertainty as to its application. We (or a non-resident investor) may
become at risk of being taxed under Circular 698 and may be required to expend valuable resources to comply with Circular 698 or to establish
that we (or such non-resident investor) should not be taxed under Circular 698, which could have a material adverse effect on our financial
condition and results of operations (or such non-resident investor‘s investment in us).

         If any PRC tax applies to a non-resident investor, the non-resident investor may be entitled to a reduced rate of PRC tax under an
applicable income tax treaty and/or a deduction for such PRC tax against such investor‘s domestic taxable income or a foreign tax credit in
respect of such PRC tax against such investor‘s domestic income tax liability (subject to applicable conditions and limitations). Investors are
urged to consult their own tax advisors regarding the applicability of any such taxes, the effects of any applicable income tax treaties, and any
available deductions or foreign tax credits. For a further discussion of these issues, see the section of this prospectus captioned ―Material PRC
Income Tax Considerations,‖ below.

                                                  Risks Associated With Our Common Stock

Shares of our common stock lack a significant trading market.

         We will seek to list our common stock on the NYSE AMEX under the symbol CFG. There can be no assurance that an active trading
market in our common stock will develop, or if such a market develops, that it will be sustained. The price at which investors purchase shares
of our common stock may not be indicative of the price that will prevail in the trading market. Investors may be unable to sell their shares of
common stock at or above their purchase price, which may result in substantial losses.

The market price for our stock may be volatile.

         The market price for our stock may be volatile and subject to wide fluctuations in response to factors including the following:

               liquidity of the market for the shares;

               actual or anticipated fluctuations in quarterly operating results;

               Sales of substantial amounts of our common stock, or the perception such sales might occur;

               changes in financial estimates by securities research analysts;

               conditions in PRC and international timber and wood processing markets;

               changes in the economic performance or market valuations of other companies in the industry;
   announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital
    commitments;

   addition or departure of key personnel;

   fluctuations of exchange rates between RMB and the U.S. dollar;

   intellectual property litigation;

   our dividend policy; and

   general economic or political conditions in China.


                                                         20
         In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our
stock.

The future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our common stock.

          We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of common stock for
sale will have on the market price prevailing from time to time. Sales of shares of our common stock in the public market covered under an
effective registration statement, or the perception that those sales may occur, could cause the trading price of our common stock to decrease or
to be lower than it might be in the absence of those sales or perceptions.

 We may issue additional shares of our capital stock or debt securities to raise capital or complete acquisitions, which would reduce the
equity interest of our stockholders .

          Our certificate of incorporation authorizes the issuance of up to 50,000,000 shares of common stock, $.001 par value per share, and
2,000,000 shares of preferred stock, $.001 par value per share. There are currently 14,270,948 shares of our common stock, and 500 ,000
shares of our preferred stock, outstanding. An additional 5,697,751 shares of common stock are reserved for issuance upon the exercise of
outstanding warrants, conversion of the Series A Convertible Preferred Stock and conversion of outstanding convertible promissory notes. As
a result, there are approximately 28,083,703 authorized and unissued shares of our common stock and 1,500,000 shares of our preferred stock
which have not been reserved and are available for future issuance. Although we have no commitments as of the date of this offering to issue
our securities other than as set forth herein, we may issue a substantial number of additional shares of our securities to complete a business
combination or to raise capital. We registered many shares under the registration statement of which this prospectus is a part for the benefit of
certain selling stockholders, many of which are shares of common stock underlying convertible promissory notes, preferred stock and
warrants. Accordingly, such shares are not yet issued and outstanding, but the registration of such shares may make it more likely such
securities will be converted or exercised (as applicable) and such additional shares of common stock issued to such investors. The issuance of
additional shares of our securities may cause economic and percentage dilution to our stockholders and may adversely affect prevailing market
prices for our common stock.

         As of August 10, 2010, those investors who purchased convertible promissory notes and warrants in our February 2010 private
placement exercised their right to purchase up to an additional $2,500,000 of notes on terms identical to those in the February 2010
offering. See ―Description of Our Securities – February 2010 Private Placement‖ included herein for a complete description of the February
2010 Private Placement.

         We currently plan to raise a majority of the funds required for our future growth, if any, from the capital markets; however there can
be no assurances thereof. If we raise these funds by issuing additional securities, the newly issued securities can be expected to result in
substantial dilution of our stockholders.

Our management and directors own a significant amount of our common stock or options to purchase a significant amount of our common
stock, giving them influence or control in corporate transactions and other matters, and their interests could differ from those of other
stockholders .

         As of the date of this prospectus, our management and directors as a group have the right to control 86.61% of our outstanding
common stock. As a result, they are in a position to significantly influence the outcome of matters requiring a stockholder vote, including the
election of directors, the adoption of any amendment to our articles of incorporation or bylaws, and the approval of significant corporate
transactions. Their control may delay or prevent a change of control on terms favorable to our other stockholders and may adversely affect your
voting and other stockholder rights.


                                                                        21
                                               Risks Related to an Investment in Our Securities

No cash dividends on our common stock are expected to be paid in the foreseeable future.

         While we do pay dividends on our Series A Preferred Stock at a rate of 11% per annum, we do not anticipate paying cash dividends on
our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends in the event we choose to
do so. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. Furthermore, the terms of
our Series A Preferred Stock prohibit the payment of dividends on our common stock while any Series A Preferred Stock is outstanding. We
intend to retain all earnings for our operations. As a result, investors in our common stock should not rely on an investment in our securities if
they require the investment to produce dividend income. Capital appreciation, if any, of our shares may be investors‘ sole source of gain for the
foreseeable future. Moreover, investors may not be able to resell their shares of the Company at or above the price they paid for them.

Volatility in our common share price may subject us to securities litigation.

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

Our common stock may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise
money or otherwise desire to liquidate your shares.

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

The elimination of liability of our directors, officers and employees under Delaware law and the existence of indemnification rights to our
directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors,
officers and employees.

         Our certificate of incorporation contains provisions that eliminate the liability of our directors to our company and stockholders to the
extent allowed under Delaware law, and we are prepared to give such indemnification to our directors and officers to the extent provided by
Delaware law. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of
settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also
discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly
discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might
otherwise benefit our company and stockholders.

Shares eligible for future sale may adversely affect the market.

          From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of
ordinary brokerage transactions in the open market pursuant to Rule 144 of the Securities Act, subject to certain limitations. In general,
pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information
requirement (which disappears after one year). Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity
securities), current public information and notice requirements. Any substantial sale of our common stock pursuant to Rule 144 or pursuant to
any resale prospectus may have a material adverse effect on the market price of our common stock. In addition we are registering for resale
8,068,698 shares of common stock from our private placements on the Registration Statement relating to this prospectus. Such shares will be
freely tradable with no restrictions after registration.


                                                                         22
                             CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
                               AND OTHER INFORMATION CONTAINED IN THIS PROSPECTUS

          This prospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements
involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales,
profitability and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our
anticipated needs for working capital. They are generally identifiable by use of the words ―may,‖ ―will,‖ ―should,‖ ―anticipate,‖ ―estimate,‖
―plan,‖ ―potential,‖ ―projects,‖ ―continuing,‖ ―ongoing,‖ ―expects,‖ ―management believes,‖ ―we believe,‖ ―we intend‖ or the negative of these
words or other variations on these words or comparable terminology. In particular, these include statements relating to future actions, future
performance, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

         Any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. They can be affected by inaccurate
assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed.
Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under ―Risk Factors‖
and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking
statements contained in this filing will in fact occur and you should not place undue reliance on these forward-looking statements.


                                                                       23
                                                            USE OF PROCEEDS

         We estimate that the net proceeds from the sale of the 4,000,000 shares of common stock in the offering at an offering price of
$[ ] per share will be approximately $[ ] million after deducting the underwriting discounts and commissions and estimated offering
expenses. Our net proceeds will be approximately $[ ] million if the underwriter exercises its over-allotment option to purchase additional
shares of common stock from us in full.

         We intend to use the net proceeds from the offering for the following purposes subject to our application for and obtaining of
applicable registrations and approvals under PRC laws and regulations:

             o      approximately $3.18 million to pay the remaining unpaid purchase price to the Shengsheng Shareholders who shall
                    immediately transfer such amount to Liaoning Shengsheng (with the amount of cash as reflected in the balance sheet as of
                    the end of the corresponding fiscal period increasing by $3.84 million as does total shareholder‘s equity) for working
                    capital purposes, which may include acquisitions in the ordinary course of business; and

             o      approximately $5.03 million to expand and construct our Karamai MDF production facilities/capabilities. The total
                    investment for such expansion is anticipated to be approximately $9.5 million. The remaining $4.5 million required is
                    expected to be financed from the Company‘s then-existing cash flow;

             o      approximately $3-$5 million to pay the balance for the acquisition of Beijisong, with the final price to be determined by an
                    appraisal of Beijisong to be conducted in early 2011 (as set forth herein). This estimate is based in part on our estimation
                    that (i) Beijisong owns net assets worth not more than $6.6 million, (ii) we are only purchasing 80% of Beijisong, (iii) we
                    have already paid $877,693 for such acquisition and (iv) we may also purchase additional raw materials owned by
                    Beijisong; and

             o      approximately $2.64 million to pay for the acquisition of Yuying (as set forth herein); and

             o      approximately $1.5 million to be used as working capital for Beijisong and Yuying after their respective acquisitions; and

             o      approximately $1.0 million for an escrow account to fund the initial expenses of being a public company;

             o      approximately $2.0 million for transaction expenses related to this offering; and

             o      the remaining balance to expand our poplar seedling business and for working capital and general corporate purposes.

          The amount and timing of our actual expenditures will depend on numerous factors, including the status of our acquisition and
development efforts, sales and marketing activities, and the amount of cash generated or used by our operations. We may find it necessary or
advisable to use portions of the proceeds for other purposes, and we will have broad discretion in the application of the net proceeds.
Additionally, we may choose to expand our current business through acquisition of complimentary businesses using cash or shares, as set forth
herein. Except as set forth herein, we have not entered into any negotiations, agreements or commitments with respect to any such acquisitions
at this time.

        The $1,000,000 escrow account established to fund the initial expenses of being a public company will be controlled by the Company
and funds shall be disbursed as and when needed for, among other things, legal and accounting fees, insurance and directors‘ compensation.


                                                                       24
                                                             DIVIDEND POLICY

         Although we will continue paying required dividends of 11% per annum with respect to our outstanding Series A Preferred Stock, we
have not paid, and do not currently intend to pay, cash dividends on our common stock in the foreseeable future. Liaoning Shengsheng, the
Company‘s subsidiary, declared a one time dividend in the amount of $6,139,166 in 2008 (prior to our acquisition of Liaoning Shengsheng),
and paid such dividends to the Shengsheng Shareholders in 2009.

          On January 20, 2010, Liaoning Shengsheng, the Company‘s subsidiary, declared a dividend to the Shengsheng Shareholders in the
amount of $8,091,017 (RMB 55,300,000). This dividend was based on Liaoning Shengsheng‘s profit for its 2009 fiscal year, which was not
finally determined until completion of the audit of its 2009 financial statements. RMB 34,557,800 ($5,056,198) of such dividend was paid in
May 2010 to the non-management Shengsheng Shareholders. On June 28, 2010, the remaining Shengsheng Shareholders agreed to waive their
right to obtain their dividends, in a total amount equal to $3,046,471 (RMB 20,742,200), in order to assist the Company‘s future developments.

         Our policy is to retain all earnings, if any, to provide funds for operation and expansion of our business. We are a holding company
incorporated in the State of Delaware and do not have any assets or conduct any business operations other than our investments in our
subsidiaries. As a result of our holding company structure, we rely entirely on dividend payments from our PRC subsidiaries. PRC
accounting standards and regulations currently permit payment of dividends only out of accumulated profits, a portion of which is required to
be set aside for certain reserve funds. Our inability to receive all of the revenues from our PRC subsidiaries' operations may provide an
additional obstacle to our ability to pay dividends if we so decide in the future. The declaration of dividends, if any, will be subject to the
discretion of our board of directors, which may consider such factors as our results of operations, financial condition, capital needs and
acquisition strategy, among others.

         Generally there is no prior SAFE approval required for remitting dividends of a foreign invested enterprise. However, according to
Notice on Relevant Issues concerning Improving Foreign Direct Investment Foreign Exchange Administration by SAFE , effective as of April
1, 2003, before the acquisition price of an acquisition of a PRC company by a foreign investor has been paid off, any dividend remittance
abroad by such PRC company may only be in proportion to the actual payments made by such foreign investor. Since we have only paid $1.28
million of $5.12 million consideration due to the Liaoning shareholders, Liaoning Shengsheng can only remit 25% of its dividends or profits to
us until we have paid all the acquisition consideration. This restriction is not affected by the timing of the exercise of the call option granted
from Sherry Li to the Shengsheng Shareholders pursuant to the Amended and Restated Call Option Agreement dated May 12, 2010.


                                                                       25
                                                            CAPITALIZATION

         On May 11, 2010, the Company effected a 1:1.5 reverse split of the Company‘s issued and outstanding common stock (the ―Reverse
Split‖). The following table summarizes our capitalization as of September 30, 2010, after taking into account the Reverse Split, on an actual
basis and as adjusted basis to reflect our receipt of estimated net proceeds from the sale of 4,000,000 shares of common stock (excluding
the 600,000 shares of common stock which the underwriter has the option to purchase to cover over-allotments, if any) in this offering at an
offering price of $[ ] per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses of
approximately $[ ] per share.

         You should read this table in conjunction with the sections of this prospectus entitled ―Use of Proceeds,‖ ―Summary Consolidated
Financial Information,‖ ―Selected Consolidated Financial Data,‖ ―Management‘s Discussion and Analysis of Financial Condition and Results
of Operations‖ and our consolidated financial statements and related notes included elsewhere in this prospectus.

                                                                                                        September 30, 2010 (1)
                                                                                                     Actual              As Adjusted

Stockholders‘ equity:
Common stock, $0.001 par value, 52,000,000 shares authorized, 14,270,948 shares outstanding
  at September 30, 2010(1) actual and as adjusted                                           $              14,271       $
Preferred stock, $0.001 par value, 2,000,000 shares authorized, 500 ,000 issued and
  outstanding at September 30, 2010                                                                           500
Additional paid-in capital                                                                              9,439,394
Statutory reserves                                                                                             —
Accumulated other comprehensive income                                                                  3,439,698
Retained earnings (accumulated deficit)                                                                23,122,008
Total stockholders‘ equity (deficiency)                                                                36,015,871
Total capitalization                                                                        $          40,293,467       $


(1) The table above excludes, as of September 30, 2010:

          shares of our common stock issuable upon the conversion of Series A Convertible Preferred Stock at a one to one conversion ratio
           pursuant to the Securities Purchase Agreement between us and Professional Offshore Opportunity Fund, Ltd. in May 2008;

          shares of common stock issuable upon the conversion of those certain convertible promissory notes and warrants issued pursuant to
           the Note Purchase Agreement between us and certain investors in February and August 2010; and

          66,667 shares of common stock issuable upon the conversion of warrants issued to an investor.


                                                                     26
                                             MARKET PRICE OF COMMON EQUITY AND
                                               RELATED STOCKHOLDER MATTERS

Market Information

      There is currently no public market for our common stock. We intend to apply to have our common stock listed on the NYSE
AMEX under the symbol CFG.

Holders

          As of January 5, 2011, there were 13 holders of record of our common stock.

Equity Compensation Plan Information

          As of September 30, 2010 and January 5, 2011, we did not have any equity compensation plan in effect.


                                                                      27
                                                 DETERMINATION OF OFFERING PRICE

         The representative has advised us that the underwriters propose to offer the common stock directly to the public at the public offering
price that appears on the cover page of this prospectus. Prior to this offering, there was no public market for any of our securities. The public
offering price of our common stock was determined by negotiation between us and the underwriters. The principal factors considered in
determining the public offering price of the common stock included:

               the information in this prospectus and otherwise available to the underwriters;

               the history and the prospects for the industry in which we compete;

               the ability of our management;

               the prospects for our future earnings;

               the present state of our development and our current financial condition;

               the general condition of the economy and the securities markets in the United States at the time of this offering;

               the recent market prices of, and the demand for, publicly-traded securities of generally comparable companies; and

               other factors as were deemed relevant.

        We cannot be sure the public offering price will correspond to the price at which our common stock will trade in the public market
following this offering or that an active trading market for our common stock will develop or continue after this offering.


                                                                       28
                                                                    DILUTION

          If you invest in our securities, your investment will be diluted immediately to the extent of the difference between the public offering
price per share of common stock you pay in this offering, and the pro forma net tangible book value per share of common stock immediately
after this offering.

          Pro forma net tangible book value represents the amount of our total tangible assets reduced by our total liabilities after giving effect
to the sale of four million shares of common stock in this offering. Tangible assets equal our total assets less goodwill and intangible assets. Pro
forma net tangible book value per share represents our pro forma net tangible book value divided by the number of shares of common stock
outstanding after giving effect to the conversion of 500 ,000 shares of Series A Convertible Preferred Stock. As of September 30, 2010, our
pro forma net tangible book value was $[ ] million and our pro forma net tangible book value per share was $[ ].

          After giving effect to the sale of 4,000,000 shares of common stock in the offering at a public offering price of $[ ] per share, and
after deducting the underwriting discount and commission and estimated offering expenses, our adjusted pro forma net tangible book value as
of September 30, 2010 would have been $[ ] million, or $[           ] per share. This represents an immediate increase in pro forma net tangible
book value of $[ ] per share to existing stockholders and immediate dilution of $[ ] per share to new investors purchasing shares in this
offering.

         The following table illustrates this per share dilution:

                                                                                                    As of September 30,
                                                                                                            2010                    As Adjusted
Public offering price per share                                                                                                 $             [   ]
Pro forma net tangible book value per share as of September 30, 2010                            $                       [   ]
Increase in pro forma net tangible book value per share attributable to new investors                                   [   ]
Adjusted pro forma net tangible book value per share after the offering                                                                       [   ]
Dilution in net tangible book value per share to new investors                                                                  $             [   ]


         The information above is as of September 30, 2010 and excludes the following:

               444,119 shares of common stock (as adjusted pursuant to both its terms and the Reverse Split) issuable upon the conversion of
                Series A Convertible Preferred Stock owned by a single investor, as such investor‘s ownership of our common stock would
                have exceeded the cap of 4.9% if such shares of Series A Convertible Preferred Stock were also converted to common stock.
                According to the terms of our Preferred Stock, holders of our Series A Convertible Preferred Stock are restricted from
                converting to common stock if the number of shares of common stock to be issued pursuant to such conversion would cause
                the number of shares of common stock owned by such holder and its affiliates at such time to equal or exceed 4.9% of our then
                issued and outstanding common stock; and

               2,216,667 shares of common stock issuable upon the exercise of warrants outstanding at September 30, 2010 with a weighted
                average exercise price of $2.29 per share;

               2,970,298 shares of common stock issuable upon the conversion of convertible promissory notes issued pursuant to the Note
                Purchase Agreement between us and certain investors dated February 2010 and August 2010; and

               66,667 shares of common stock issuable upon the conversion of warrants issued to an investor.

        Our adjusted pro forma net tangible book value after the offering, and the dilution to new investors in the offering, will change from
the amounts shown above if the underwriters‘ over-allotment option is exercised.

         A $1.00 increase or decrease in the assumed public offering price per share would increase or decrease our adjusted pro forma net
tangible book value per share after this offering by approximately [$ ], and dilution per share to new investors by approximately $[ ], after
deducting the underwriting discount and estimated offering expenses payable by us.


                                                                        29
                                                   EXCHANGE RATE INFORMATION

          Our business is primarily conducted in China and all of our revenues are denominated in RMB. Capital accounts of our consolidated
financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions
occurred. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Income and expenditures are translated at the
average exchange rate of the period. RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place
through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into United States
dollars at the rates used in translation.

         The following table sets forth information concerning exchange rates between the RMB and the United States dollar for the periods
indicated.

                                                                                                                                Yearly
                                                                                                        Year End                Average
                     Year Ended December 31 ,                                                              (1)                    (2)

                     2007                                                                                       7.2946                 7.5806
                     2008                                                                                       6.8225                 6.9193
                     2009                                                                                       6.8282                 6.8314
                     2010                                                                                       6.6023                 6.7842

    (1)       The exchange rates reflect the noon buying rates as reported by the Federal Reserve Bank of New York.

    (2)       Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during
              the relevant period.


                                                                       30
                                 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

         The selected consolidated statement of income data for the fiscal years ended December 31, 2009 and 2008 and the consolidated
balance sheet data as of December 31, 2009 and 2008 have been derived from our audited consolidated financial statements of included
elsewhere in this prospectus. The results of operations for past accounting periods are not necessarily indicative of the results to be expected
for any future periods.

                                                                                                           Nine months             Nine months
                                                              Year ended           Year ended                 ended                   ended
                                                             December 31,         December 31,            September 30,           September 30,
                                                                 2009                 2008                     2010                    2009

Sales revenues                                              $     23,615,957     $       22,146,254   $       16,288,827      $       12,922,412

Cost of goods sold                                          $      6,351,073     $       10,428,042   $         3,485,125     $        5,201,809

Gross profit                                                $     17,264,884     $       11,718,212   $       12,803,702      $        7,720,603

Operating expenses
Selling expense                                             $      3,561,550     $        4,206,849   $         1,729,768     $        2,562,828
General and administrative expenses                         $        912,870     $          830,813   $         1,019,482     $          491,064
Total operating expenses                                    $      4,474,020     $        5,037,662   $        2,749,250      $        3,053,892

Net operating income                                        $     12,790,464     $        6,680,550   $       10,054,452      $        4,666,711

Other income (expense)
Interest income                                             $           5,211    $           8,221    $            7,793      $            4,180
Gain on change of fair value of derivative liabilities                                                $          149,644                       -
                                                                                                                (376,623 )

Interest expense                                                                                      $                                           -
                                                                                                                   (1,514 )

Other expense                                                                                         $                                     (245 )
                                                                                                                (220,790 )

Total other income (expense)                                $           5,211    $           8,221    $                       $            3,935

Net income before taxes                                     $     12,796,075     $        6,688,771   $         9,833,662     $        4,670,646

Taxes                                                       $                -   $                -   $                       $                   -

Net income                                                  $     12,795,675     $        6,688,771   $        9,833,662      $        4,670,646

Foreign Currency Translation Adjustment                     $         34,412     $        1,138,567   $          843,976      $           (3,026 )

Comprehensive Income                                        $     12,830,087     $        7,827,338   $       10,677,638      $        4,667,620

Balance Sheet Data (at end of Period)                                                           December 31                     September 30,
                                                                                            2009            2008                    2010
Cash                                                                                 $        843,358 $       612,971         $       8,689,839
Total Current Assets                                                                 $     28,258,086 $ 21,552,444            $      34,459,079
Total Assets                                                                         $     30,981,287 $ 24,529,932            $      40,293,467
Total Liabilities                                                                    $      1,556,016 $     1,796,182         $       4,277,596
Total Stockholder's Equity                                                           $     29,424,671 $ 22,733,750            $      36,015,871
Total Liabilities & Shareholder's Equity                                             $     30,981,287 $ 24,529,932            $      40,293,467


                                                                        31
       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition
reported in the consolidated financial statements of the Company for the two years ended December 31, 2009 and 2008, and the nine months
ended September 30, 2010 and 2009, and should be read in conjunction with such financial statements and related notes included in this
prospectus. Those statements in the following discussion that are not historical in nature should be considered to be forward looking
statements that are inherently uncertain. Actual results and the timing of the events may differ materially from those contained in these forward
looking statements due to a number of factors, including those discussed in the “Cautionary Note on Forward Looking Statements” set forth
elsewhere in this prospectus.

Overview

          We were incorporated under the laws of the State of Delaware on February 26, 2008. The core activities of our business include the
sale of transgenic poplar seedlings and trees, and the planting, harvesting, processing, forestation, and cloning of such seedlings and trees. We
are based in Anshan City of Liaoning Province, China.

         Through joint research with specialized universities, we have developed transgenic poplar seedlings that are fast-growing, highly pest
and drought-resistant and high in fiber density. As a result, our seedlings are ultimately purchased by government departments and other
organizations responsible for tree planting.

Operating Results

          The following selected comparative financial information for the nine months ended September 30, 2010 and 2009, and the years
ended December 31, 2009 and 2008 have been derived from and should be read in conjunction with the financial statements of the Company
for the nine months ended September 30, 2010 and 2009, and the fiscal years ended December 31, 2009 and 2008 included as exhibits to this
prospectus. Because the Company is categorized as in a farm and forest industry, it is entitled to participate in a government subsidy program
for its sapling business. Under the program, the Company collects value added tax (VAT) from customers in an amount equal to 3% of sales
during the year ended December 31, 2009 and 6% of sales during the year ended December 31, 2008. This amount is not required to be
remitted to the government. VAT, which is included in revenue, was $682,735 and $1,251,786 for the years ended December 31, 2009 and
2008 respectively.

Comparison of Nine and Three Months Ended September 30, 2010 and 2009

                                                                   Nine Months ended                 Three months ended
                                                                     September 30,                     September 30,
                                                                  2010             2009              2010          2009
Sales revenues                                              $    16,288,827 $ 12,922,412           $   45,552 $       6,094
Cost of goods sold                                                3,485,125        5,201,809            9,957         4,483
Gross profit                                                     12,803,702        7,720,603           35,595         1,611
Operating expenses
  Selling expense                                                 1,729,768           2,562,828           7,625              628
  General and administrative expenses                             1,019,482             491,064         211,762          114,349
Total operating expenses                                          2,749,250           3,053,892         219,387          114,977
Operating income                                                 10,054,452           4,666,711        (183,792 )       (113,366 )
Other income (expense)
   Interest income                                                    7,793               4,180           3,613              531
  Gain on change of fair value of derivative liabilities            149,644                   -          68,726                -
  Interest expense                                                 (376,623 )                 -        (166,708 )              -
     Other expense                                                   (1,514 )              (245 )          (741 )           (476 )
Total other income (expenses)                                      (220,790 )             3,935         (95,110 )             55
Net income                                                        9,833,662           4,670,646        (278,902 )       (113,311 )
Foreign Currency Translation Adjustment                             843,976              (3,026 )       742,056           30,396
Comprehensive Income                                        $    10,677,638     $     4,667,620 $       463,154          (82,915 )


                                                                       32
         The Company experiences strong seasonality in the sales of poplar saplings, its main product. The majority of sales are executed in
April, May, October and November each year. During the first quarter, the Company‘s sales revenue was derived from sales of vegetables and
flowers. The revenue from sales of vegetables and flowers historically does not account for more than 1% of total revenue of the Company
each year. The price of vegetables and flowers sold and the related expenses have been relatively stable over the past several years. The sale
of vegetables and flowers does not have a substantial impact on the Company‘s operating results.

Sales Revenue

       Total revenues increased $3,366,415 or 26% during the nine months ended September 30, 2010, compared to the same period of
2009. This is primarily due to the sales of Sapling No. 2, a product we began selling in 2010.

Cost of Goods Sold

        Cost of goods sold decreased $1,716,684 or 33% during the nine months ended September 30, 2010, compared to the same period of
2009. This is primarily due to the fact that we used saplings bred and cultivated in house with lower costs in 2010, compared to saplings
outsourced from third parties in 2009.

Gross Profit

       Gross profit increased $5,083,099 or 66% and $33,984 during the nine and three months ended September 30, 2010, respectively,
compared to the same periods of 2009. This was primarily due to the aforementioned increase in sales and decrease in cost of goods sold.

         The gross profit margin (gross profit as a percent of total revenues) increased 19% to 78.6% in the nine months ended September 30,
2010 from 60% in the nine months ended September 30, 2009. This was primarily due to new products introduced in 2010 and the use of
self-bred and cultivated saplings in 2010.

Selling Expenses

          Selling expenses decreased by $833,059, or 33% during the nine months ended September 30, 2010, compared to the same period of
2009. This was mainly due to the fact that the Company sold more saplings in 2009 and the size of saplings sold in 2010 have been typically
larger than those sold in 2009, resulting in lower unit variable cost for each sapling.

General and Administration Expenses

         General and administration expenses increased by $528,418 or 108% and $97,413 or 85% during the three and nine months ended
September 30, 2010, respectively, compared to the same periods of 2009. This was mainly due to increased professional fees, entertainment
fees and building maintenances fees.

Gain on the change of fair value of warrants liabilities

        The Company used the Black-Scholes model to estimate the fair value of warrants then outstanding as of September 30, 2010. There
were 1,108,334 Series A warrants and 1,108,333 Series B warrants outstanding as of September 30, 2010, which were valued at $500,876 and
$410,333, respectively for the nine months ended September 30, 2010, resulting in a gain on change of fair value of warrant liability of $68,726
and $149,644 for the three and nine months ended September 30, 2010, respectively.

Interest Expense

         On February 12, 2010, the Company issued five-year convertible promissory notes with a face amount of $2,000,000 and a maturity
date of February 11, 2015. These notes bear interest at a rate of 10% per annum accrued monthly in kind for the first 12 months and shall be
payable in cash on the 10 th day of each month following the initial 12 months, at the election of the note holders. As of September 30, 2010,
the Company recorded accrued interest of $64,067 and $25,627 on the convertible promissory notes for the three and nine months ended
September 30, 2010, respectively.

         On August 10, 2010, the investors exercised their right and purchased an additional $2,500,000 face value of convertible promissory
notes. As of September 30, 2010, the Company recorded accrued interest of $17,758 on the convertible promissory notes for the three and nine
months ended September 30, 2010.
         The conversion feature of the convertible promissory notes provides for a rate of conversion that is below market value. This feature is
characterized as a beneficial conversion feature (―BCF‖). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic
470-20. The Company recorded an amortization expense of $108,741 and $43,497 of BCF related to the convertible promissory notes for the
three and nine months ended September 30, 2010.


                                                                       33
Net Income

        For the three months ended September 30, 2010, net loss was $278,092 compared to $113,311 for the corresponding period of 2009, a
decrease of $165,592 or 41%. For the nine months ended September 30, 2010, net income was $9,833,662 compared to $4,670,646 for the
corresponding period of 2009, an increase of 111%. The increases in net incomes for the three and nine months ended September 30, 2010
were mainly due to the aforementioned higher revenues and lower cost of goods sold and selling and general and administrative expenses.

Taxes

          The Company incurred no income taxes during the three and nine months ended September 30, 2010 since income from the sale of
tree saplings is tax exempt in the PRC.

Foreign Currency Translation Adjustment

         The accompanying financial statements are presented in U.S. Dollars. The Company's functional currency is the Renminbi ("RMB")
of the PRC. The financial statements are translated into U.S. Dollars from RMB at period-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. The Company recognized $843,976 foreign currency translation gain and $3,026 foreign currency loss for the nine
months ended September 30, 2010 and 2009, respectively. For the three months ended September 30, 2010, the Company recognized $742,056
foreign currency translation gain, compared to a gain of $30,396 for the three months ended September 30, 2009.

Comprehensive income

        For the three months ended September 30, 2010, comprehensive income (loss) was $463,154 compared to $(82,915) for the
corresponding period of 2009, an increase of $380,239. For the nine months ended September 30, 2010, comprehensive income was
$10,677,638 compared to $4,667,620 for the corresponding period of 2009, an increase of $6,010,017 or 132%. The increases in
comprehensive income for the three and nine months ended September 30, 2010 were mainly due to changes in foreign currency adjustments.

Comparison of Fiscal Years Ended December 31, 2009 and 2008

                                                                                          Year ended                    Year ended
                                                                                       December 31, 2009             December 31, 2008

Sales revenues                                                                     $               23,615,957    $               22,146,254

Cost of goods sold                                                                 $                6,351,073    $               10,428,042

Gross profit                                                                       $               17,264,884    $               11,718,212

Operating expenses
Selling expense                                                                    $                3,561,550    $                4,206,849
General and administrative expenses                                                $                  912,870    $                  830,813
Total operating expenses                                                           $                4,474,020    $                5,037,662

Net operating income                                                               $               12,790,464    $                6,680,550

Other income
Interest income                                                                    $                    5,211    $                    8,221
Total other income                                                                 $                    5,211    $                    8,221

Net income before taxes                                                            $               12,795,675    $                6,688,771

Taxes                                                                              $                         -   $                         -

Net income                                                                         $               12,795,675    $                6,688,771

Foreign Currency Translation Adjustment                                            $                   34,412    $                1,138,567

Comprehensive Income                                                               $               12,830,087    $                7,827,338
34
Sales Revenue

        Sales for the year ended December 31, 2009 and 2008 were $23,615,957 and $22,146,254 respectively, an increase of $1,469,703 or
6.64%. The increase was primarily due to the fact that approximately 9 million more saplings were sold than in the prior year.

Cost of Goods Sold

         Cost of goods sold in 2009 and 2008 was $6,351,073 and $10,428,042 respectively. The cost of goods sold in 2009 showed a
decrease of approximately $4,076,969, or 39.1%. Our sales include both saplings grown internally and semi-mature saplings (e.g. year old
saplings) purchased from other suppliers. The cost of internally grown saplings is lower than semi-mature saplings purchased for growing and
resale. In 2009, our sales included a majority of internally grown saplings, lowering the cost of sales.

Gross Profit

         Gross profit increased from $11,718,212 in 2008 to $17,264,884 in 2009, an increase of $5,546,672, or 47.33%. This increase was
primarily due to the decrease in cost of goods sold.

Selling Expenses

         Selling expenses were $4,206,849 in 2008 and $3,561,550 in 2009. This decrease of $645,299, or 15.34%, is primarily due to a
decrease in labor costs because younger saplings were sold in year 2009 compared to year 2008.

General and Administrative Expenses

         General and administrative expenses were $830,813 in 2008 and $912,870 in 2009. This increase of $82,057, or 9.88%, reflects a
proportionate increase in administrative expenses, such as utilities, as business activity increased.

Government Subsidies

          Because the Company is categorized as in a farm and forest industry, it is entitled to participate in a government subsidy program for
its sapling business. Under the program, the Company collects value added tax (VAT) from customers in an amount equal to 3% of sales
during the year ended December 31, 2009 and 6% of sales during the year ended December 31, 2008. This amount is not required to be
remitted to the government. VAT, which is included in revenue, was $682,735 and $1,251,786 for the years ended December 31, 2009 and
2008 respectively. The subsidy rate is applicable on qualified revenues, which for us includes the sale of the saplings, but not landscaping
projects.

Net Income Before Taxes

         Net income was $12,795,675 in 2009 and $6,688,771 in 2008. This increase of $6,106,904, or 91.3%, in net income before taxes was
mainly attributed to the increase in gross profit.

Taxes

        Taxes were zero in 2009 and in 2008. According to the PRC income tax regulations, our income from the sale of tree saplings is tax
exempt in the PRC.

Net Income

         Net income was $12,795,675 in 2009 and $6,688,771 in 2008. This increase of $6,106,904, or 91.3%, was primarily due to the
increase in gross profit.

Foreign Currency Translation Adjustment

        The accompanying financial statements are presented in U.S. Dollars. The Company's functional currency is the Renminbi ("RMB")
of the PRC. The financial statements are translated into U.S. 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. During the fiscal period ended December 31, 2009, the RMB steadily appreciated against the U.S. dollar, and we
recognized a foreign currency translation gain of $34,412.


                                                                 35
Comprehensive Income

          Comprehensive income was $12,830,087 in 2009 and $7,827,338 in 2008. The primary reason for this increase of $ 5,002,749, or
63.9%, is due to the combined effect of higher revenues, slightly lower operating expenses, and, most importantly, a significant decrease in cost
of sales that led to a higher gross profit.

Liquidity and Capital Resources

          The Company experiences strong seasonality in the sales of poplar saplings, its main product. The majority of sales are executed in
April, May, October and November of each year. 11.26%, 41.87%, 47.24% and 8.69% of the sales were made in April, May, October and
November, respectively, in 2009. Mainly because of the seasonality in its current business, the Company has relatively higher than average
accounts receivable on its year-end balance sheets. All outstanding accounts receivables are expected to be received from customers within a
year after the delivery date of the products specified in the relevant sales contracts. The Company has experienced no bad debts in its history
and expects all of its customers to make their required payments. All sales made within the first half of fiscal year 2009 were collected within a
year of the date of product delivery.

         The Company‘s current and long-term liquidity is very high as its current poplar sapling business requires relatively low investment in
fixed assets. Short-term liquidity continues to improve as the Company‘s current ratio has increased year-over-year since 2007, from 5.34 in
2007 to 12.76 in 2008 and 19.49 in 2009. The MDF business the Company intends to enter requires a relatively high investment in fixed assets,
such as manufacturing facilities, land and machinery. The Company expects the impact would be insignificant as it believes there is very high
demand in China for MDF. The Company expects to develop good relationships with its MDF customers and suppliers, and expects timely
payments from its customers.

         On March 26, 2009, the Company entered into an acquisition agreement with Liaoning Shengsheng. Pursuant to the terms of such
agreement, the Company acquired Liaoning Shengsheng in consideration for $5.12 million. In February, 2010, the Company paid $1.28 million
to the Shengsheng Shareholders. The Company‘s long-term payable is $3.84 million for this transaction and is expected to be satisfied using
the proceeds of this offering.

         On May 13, 2009, Liaoning Shengsheng and Tuqiang Forestry Bureau of Daxinganling (the ―Tuqiang Forestry Bureau‖) entered into
an acquisition agreement pursuant to which Liaoning Shengsheng has the right to acquire up to 80% of the outstanding equity of Beijisong for
total consideration equal to 80% of the appraised value of Beijisong. Liaoning Shengsheng has made payments of $877,693 for the Beijisong
acquisition. No further payments are due until an appraisal of Beijisong has been completed and a final purchase price has been determined.
We anticipate such appraisal will be concluded in 2010, although no assurances thereof can be given. A portion of the proceeds of this offering
are intended to be used for such remaining payment following completion of the appraisal of Beijisong. We cannot determine the full extent of
our short-term or long-term payables as the appraisal of Beijisong has not yet been completed. The timing and result of such appraisal can be
expected to impact the timing and amount of our current and future payables.

          We expect to source a majority of the funds required for our future growth, if any, from the capital markets; however there can be no
assurances thereof. We intend to enter into the business of manufacturing MDF by making strategic acquisitions in the northeast areas of
China. We also intend to expand our existing plantation base in Xihuangdi Village, Dongsi Fangtai Town, and acquire new plantation bases to
support our anticipated growth. However, we have not identified any acquisition candidates nor made a comprehensive assessment of the
benefits, risks or costs involved in such undertakings.

         The following table summarizes our liquidity and capital resources for the periods presented:

                                                                      September 30,
                                                                          2010                December 31, 2009
                             Cash                                   $       8,689,839     $              843,358
                             Working capital                        $      33,993,267     $           26,808,395
                             Stockholders' equity                   $      36,015,871     $           29,424,671

         The following table shows the movements of our cash for the periods presented.

                                                                                     Nine Months Ended September 30,
                                                                                      2010                   2009
              Net cash provided by (used in) operating activities              $         8,779,501      $        (114,794 )
              Net cash used in investing activities                            $          (108,776 )    $          (1,149 )
              Net cash used in financing activities                            $          (910,281 )    $         (70,553 )
Effect of exchange rate changes on cash        $      86,037   $       (223 )
Net increase (decrease) in cash                $   7,846,481   $   (186,719 )


                                          36
Operating Activities

         Net cash provided by operating activities for the nine months ended September 30, 2010 was $8,779,501. This is primarily due to net
income of $9,833,662, adjusted by non-cash related expenses, including depreciation and amortization of $155,504, a gain on the change of fair
value of derivative liabilities of $149,644, amortization of discount convertible notes of $242,438 and amortization of deferred financing costs
of $28,983, offset by a net increase in working capital of $1,330,562. The net increase in working capital items was mainly due to an increase
in accounts receivable, prepaid expenses, long term deposits and advances to suppliers. The net increase in working capital items was partially
offset by the decrease in inventory, income tax receivable and advances from customers.

        The Company paid $2,643,716 to Karamai Gas Company for large-scale forestation projects (30,000 mu) during the nine months
ended September 30, 2010.

        Net cash used in operating activities for the nine months ended September 30, 2009 was $114,794. This is primarily due to a net
income of $4,670,646, adjusted by non-cash related expenses, including depreciation and amortization, of $149,015, offset by a net decrease in
working capital of $4,934,455. The net decrease in working capital was mainly due to increases in accounts receivable, advances to suppliers
and income tax receivable. The decrease in accounts payable, other receivables and accrued expenses also contributed to the net decrease in
working capital items.

Investing Activities

         Net cash used in investing activities for the nine months ended September 30, 2010 was $1,149. This is primarily due to $1,149 of
capital expenditures for plant and office equipment.

Financing Activities

        Net cash used in financing activities for the nine months ended September 30, 2010 was $910,281. This is primarily due to net
proceeds of $4,052,500 from the issuance of convertible promissory notes and gross proceeds of $4,500,000 offset by financial costs of
$447,500, short-term loans of $93,417 from a shareholder of the Company who advanced certain expenses on behalf of the Company, an
$8,091,017 dividend paid and $3,034,819 in capital contributions. The $93,167 payable due to such shareholder has no stated interest.

 On January 20, 2010, Liaoning Shengsheng, the Company‘s subsidiary, declared a dividend to the Shengsheng Shareholders in the amount of
$8,091,017 (RMB 55,300,000). RMB 34,557,800 ($5,056,198) of such dividend was paid in May 2010 to the non-management Shengsheng
Shareholders. On June 28, 2010, the remaining Shengsheng Shareholders agreed to waive their right to obtain their dividends, in a total amount
equal to $3,046,471 (RMB 20,742,200), in order to assist the Company‘s future developments.

         Net cash used in financing activities for the nine months ended September 30, 2009 was $70,533, representing funds borrowed from
one of our stockholders.

For the Year Ended December 31, 2009 and 2008

                                                                Years Ended December 31,
                                                                 2009             2008

Net cash provided by operating activities                   $       6,419,755     $        648,988
Net cash (used in) investing activities                     $          (2,923 )   $       (106,146 )
Net cash (used in) financing activities                     $      (6,187,557 )   $      ( 749,506 )

Operating Activities

          Our net operating cash flow for 2009 was $6,419,755 and $648,988 for 2008. This was primarily attributable to a significant increase
in net income, $12,795,675 compared to $6,688,771 in 2008. The rise in net income was mainly due to the increase in gross profit as our cost
of sales decreased.

Investing Activities

         Cash used in investing activities in 2009 was $2,923 compared to $106,146 in 2008. The primary reason for this decrease was because
there were no significant purchases of plant or equipment in 2009. No additional land purchases, leases or construction was made.
37
Financing Activities

         Cash used in financing activities in 2009 was $6,187,557, compared to $749,506 in 2008. The primary reason for the increase was an
increase in dividends paid. No additional funds were provided from bank financing.

         Liaoning Shengsheng, the Company‘s subsidiary, declared a one time dividend in the amount of $6,139,166 in 2008 (prior to our
acquisition of Liaoning Shengsheng), and paid such dividends to the Shengsheng Shareholders in 2009.

Capital Expenditures

        Capital expenditures were approximately $2,923 in 2009 and $106,146 in 2008, reflecting a decrease of $103,223, or 97.2%. Rent
paid for real estate was a major component of our capital expenditures in 2008, accounting for approximately 92% of total capital
expenditures. The main reason for the decrease is that such rent was prepaid in 2008 for both 2008 and 2009. Accordingly, no rent payments
were made in 2009.

Contractual Obligations

         We have one contractual obligation for the purchase of equipment. We engaged an MDF equipment manufacturer in April 2009 to
design, build and install an MDF production line for us in Karamai. The total cost is approximately $9,004,392 and 80% of the total has been
paid. Contract terms allow the Company to pay the remaining balance as follows: 15% upon completion of installation and 5% to be retained
by the Company as maintenance and support fees. Currently we are surveying suitable land space for the production line and equipment.

Market Risks

        We are exposed to various types of market risks, including changes in foreign exchange rates, commodity prices and inflation in the
normal course of business.

Interest rate risk

          We are subject to risks resulting from fluctuations in interest rates on our bank balances. A substantial portion of our cash is held in
China in interest bearing bank deposits and denominated in RMB. To the extent we may need to raise debt financing in the future, upward
fluctuations in interest rates will increase the cost of new debt. We do not currently use any derivative instruments to manage our interest rate
risk.

Commodity price risk

         We are not exposed to any commodity price risk. We do not speculate on commodity prices. We did not have any commodity price
derivatives or hedging arrangements outstanding at September 30, 2010 and did not employ any commodity price derivatives during the three
and nine months ended September 30, 2010.

Foreign exchange risk

         We carry out all of our transactions in Renminbi. Therefore, we have limited exposure to foreign exchange fluctuations. A substantial
portion of our cash is held in China in interest bearing bank deposits and denominated in RMB. The Renminbi is not a freely convertible
currency. The PRC government may take actions that could cause future exchange rates to vary significantly from current or historical
exchange rates. Fluctuations in exchange rates may adversely affect the value of any dividends we declare.

Inflation risk

         In recent years, China has not experienced significant inflation or deflation and thus inflation and deflation have not had a significant
effect on our business during the past three years. According to the National Bureau of Statistics of China, inflation as measured by the
consumer price index in China was -0.7%, 5.9% 4.8% and 1.5% in 2009, 2008,2007 and 2006, respectively.

Seasonality

         The majority of our sales occur in the months of April, May, October and November. Accordingly, the Company has extreme
seasonal fluctuations in its revenue, operating income and cash flows.
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 is material to our investors.


                                                                    38
Critical Accounting Policies and Estimates

         Management‘s discussion and analysis of its financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with U.S. GAAP. Our financial statements reflect the selection and application of
accounting policies, which require management to make significant estimates and judgments. We believe the following paragraphs reflect the
more critical accounting policies that currently affect our financial condition and results of operations.

Accounts receivable

          The Company collected accounts receivables incurred in 2008 more quickly than those incurred in 2009, resulting in less accounts
receivable outstanding as of December 31, 2008, as compared to December 31, 2009. This is the primary reason accounts receivable increased
faster than sales in 2009 than 2008. We did not accrue allowance on trade receivables because we have not previously incurred any loss on
trade receivables. We are confident we can collect all accounts receivable outstanding. We expect to collect all accounts receivable within a
year. All accounts receivable outstanding as of December 31, 2009 were collected in 2010.

Impairment

         We account for impairment of long-lived assets including property, plant and equipment, and amortizable intangible assets in
accordance with SFAS No.144, Accounting for the Impairment or Disposal of Long-Lived Assets, which requires an impairment loss to be
recognized when the carrying amount of a long-lived asset or asset group exceeds its fair value and is not recoverable (when carrying amount
exceeds the gross, undiscounted cash flows from use and disposition). The impairment loss is measured as the excess of the carrying amount
over the assets‘ (or asset groups) fair value.

Revenue recognition

          Our revenues consist of sales of genetically modified saplings. Sales are recognized in accordance with SEC Staff Accounting Bulletin
(―SAB‖) No. 104 included in the codification as ASC 605, Revenue Recognition, when the following four revenue criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable and collectability is reasonably assured. No
return allowance is made as products are normally not returnable upon acceptance by the customers.

         The price at which we sell fast-growing poplar seedlings is based on numerous factors, including: market price changes of
fast-growing poplar seedlings; regional supply of fast-growing poplar seedlings; seasonal availability of seedlings and demand for fast-growing
poplar seedlings. Generally, it takes 20 days for a single transaction to be consummated. This time frame includes negotiation of terms,
execution of contract, preparation, delivery, transportation, planting of products and receipt of payment. For larger transactions, it can take up
to one year for the last payment to be made.

          Our revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104, included in the Codification as ASC
605, Revenue Recognition . Sales revenue is recognized at the date of shipment or delivery to customers when a formal arrangement exists, the
price is fixed or determinable, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received
before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. No return allowance is made as
products are normally not returnable upon acceptance by the customers.

          Because the Company is categorized as in a farm and forest industry, it is entitled to participate in a government subsidy program for
its sapling business. Under the program, the Company collects value added tax (VAT) from customers in an amount equal to 3% of sales
during the year ended December 31, 2009 and 6% of sales during the year ended December 31, 2008. This amount is not required to be
remitted to the government. VAT, which is included in revenue, was $682,735 and $1,251,786 for the years ended December 31, 2009 and
2008 respectively.

Foreign currency translation

         The reporting currency of the Company is United States Dollars. All assets and liabilities accounts have been translated into United
States Dollars using the current exchange rate at the balance sheet date. Capital stock is recorded at historical rates. Revenue and expenses are
translated using the average exchange rate in the year. The resulting gain and loss has been reported as other comprehensive income (loss)
within the shareholder‘s equity.

Use of estimates
           The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Because of the
use of estimates inherent in the financial reporting process, actual results could differ from those estimates. Significant estimates include
estimates of accruals and inventory valuation.


                                                                       39
        The fair value of the Warrants was determined using the Black-Scholes option pricing method with the following assumptions (not
accounting for the Reverse Split and any adjustment in the exercise price such Warrants as a result thereof):

                                                       Nine Months Ended
                                                         September 30,                    Year Ended December 31,
                                                              2010                     2009                     2008
Estimated dividends                                                11 %                   11 %                     11 %
Expected volatility                                                54 %                   54 %                     54 %
Risk-free interest rate                                          1.72 %                    3%                       3%
Expected term                                               4.4years                 3.3 years                4.3 years

Stock based compensation

         We adopted SFAS No. 123R effective January 1, 2006, and are using the modified prospective method, in which compensation cost is
recognized beginning with the effective date based on the requirements of SFAS No. 123R for all share-based payments granted after the
effective date that remain unvested on the effective date. We account for stock option and warrant grants issued and vesting to non-employees
in accordance with EITF No. 96-18: ―Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services‖ and EITF No. 00-18 ―Accounting Recognition for Certain Transactions involving Equity
Instruments Granted to Other Than Employees‖ whereas the value of the stock compensation is based upon the measurement date as
determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the
equity instruments is complete.

Recently issued accounting pronouncements

          In June 2009, the FASB issued authoritative guidance on accounting standards codification and the hierarchy of generally accepted
accounting principles effective for interim and annual reporting periods ending after September 15, 2009. The FASB accounting standards
codification (―ASC, ―Codification‖) has become the source of authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in accordance with GAAP. All existing accounting standard documents are
superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. However, rules and
interpretive releases of the SEC issued under the authority of federal securities laws will continue to be sources of authoritative GAAP for SEC
registrants. The Codification does not change or alter existing GAAP and, therefore, it does not have an impact on our financial position,
results of operations and cash flows.

         We also adopted authoritative guidance issued by the FASB on business combinations. The guidance retains the fundamental
requirements that the acquisition method of accounting (previously referred to as the purchase method of accounting) be used for all business
combinations, but requires a number of changes, including changes in the way assets and liabilities are recognized and measured as a result of
business combinations. It also requires the capitalization of in-process research and development at fair value and requires the expensing of
acquisition-related costs as incurred. We will apply this guidance to business combinations completed after July 1, 2009. Adoption of the new
guidance did not have a material impact on our financial statements.

         In June 2009, the FASB made an update to consolidation of variable interest entities. Among other things, the update replaces the
calculation for determining which entities, if any, have a controlling financial interest in a VIE from a quantitative based risks and rewards
calculation, to a qualitative approach that focuses on identifying which entities have the power to direct the activities that most significantly
impact the VIE‘s economic performance and the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. The
update also requires ongoing assessments as to whether an entity is the primary beneficiary of a VIE (previously, reconsideration was only
required upon the occurrence of specific events), modifies the presentation of consolidated VIE assets and liabilities, and requires additional
disclosures about a company‘s involvement in VIEs. This update will be effective for fiscal years beginning after November 15, 2009. The
Company does not currently believe the adoption of this update will have any effect on its consolidated financial position and results of
operations.

         In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for us beginning July 1,
2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have
software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue
recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the
FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue
recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an
arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement
consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the
relative selling price method affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not
have a material impact on our financial statements.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.


                                                                   40
                                                           INDUSTRY OVERVIEW

         The global forestry industry provides timber resources and processed wood products for numerous industries. The industry is
generally divided into upstream and downstream activities. Upstream activities focus on forest resource management, including forest
planning, planting, stand tending and/or management of the forest, as well as harvesting and transportation of logs. The wood-based
downstream activities consist of processing of logs into products such as sawn timber, plywood, reconstituted panel products, pulp and paper,
as well as further value-added processing activities, including production of housing and building materials, including flooring and furniture.

         In China, the State Forestry Administration of the PRC, or the SFA, is the state bureau in charge of the national forestry industry. Its
principal functions include the formulation of policies and regulations for the national forestry industry, forest management and forestry
resources protection and the supervision of their implementation. Under the PRC Forest Law, the PRC strictly implements a quota system for
the logging of forest wood. The forestry bureaus at the provincial level are responsible for compiling annual logging quotas. The annual quota
is reviewed by the local government at the same level and is submitted to the PRC State Council for approval. Domestic log supply in China is
ultimately determined by the planted area and standing volume of resources inside China. Increases in planted area and standing volume are
ultimately going to affect allowable quotas.

        According to the FAO‘s Global Forest Resources Assessment 2005 and the website of the State Forestry Administration Bureau of the
PRC, China ranks fifth in the world with approximately 195 million hectares of forest. However, China‘s forest area per capita is
approximately 0.145 hectare, only about 22.2% of the global average. China‘s forest area, in terms of percentage of land area, is approximately
18.21%, which is lower than the world average of 30.3%. The forest growing stock in China is, by area, 67 m 3 per hectares, which is only
about 60.9% of the global average. As a result, China has become the second largest timber-importer in the world.

          At present, China‘s comprehensive utilization rate of timber (the percentage of harvested forest actually used to make saleable
products) is only 60%, while it is 80% to 90% in developed countries. Increasing the comprehensive utilization rate of timber, especially by
utilizing MDF, not only increases the comprehensive utilization rate of timber and saves forest resources, but it also provides various high
value-added wood products, with large-size, multiple specifications and wide application.

FORESTRY POLICIES IN THE PRC

         The following is a brief overview of certain recent forestry policies in the PRC:

               According to the Guiding Catalogue for Industry Restructuring promulgated by NDRC which took effect on December 2,
                2005, reforestation falls within the category of industries encouraged by the PRC government. The PRC government also has
                formally encouraged foreign investment in the business of reforestation.

               According to the Outline of Policy on Forest Industry promulgated by seven state bureaus of the PRC including the SFA on
                August 10, 2007, (1) development of essential technology, equipment and products which could speed the improvement of the
                forest industrial structure are encouraged; (2) forest resource development and international cooperation are encouraged; (3)
                non-public ownership within the forest industry is encouraged; (4) preferential tax policies on forestry were implemented; and
                (5) government support policies on forestry insurance were established.

               According to the Opinion on Comprehensively Promoting the Reform of the System of Collectively-owned Forestry Rights
                (the ―Opinion‖) issued by the Central Committee of the Communist Party of China and the State Council on June 8, 2008, the
                PRC government will promote the reform of the system of collectively-owned forestry rights. The reform does not change the
                ownership of the forest land and the collectively-owned forest land will continue to be owned by the collectives, while the
                ownership of forest trees and the use right of forest land with a period of 70 years should be granted with clearly established
                ownership and rights. The Opinion also provides that those who are entitled to the forestry rights have the right to dispose of
                these rights in accordance with PRC laws, including by way of subcontracting, lease, transfer, mortgage and using them for
                contributing to the capital of a company, provided that the use of the forestry land remains unchanged. Furthermore, the PRC
                will simplify the legal formalities for management of logging activities and the approval procedures, and will support the
                establishment of leading forestry enterprises and promote large-scale forestry production and standardization of forestry
                management. On December 26, 2008, the SFA promulgated the Notice about the Pilot Implementation of Forestry
                Deforestation Management Reform, according to which, the SFA will gradually reform the forestry deforestation system,
                simplify the approval procedures, establish a convenient and efficient deforestation approval system, and ultimately change the
                current standards-based control system to a sustainable operation management system.

               In addition to reducing the Forest Maintenance Fee (a fee required to be paid when a logging permit is applied for in the PRC)
                from 20% of relevant sales value to less than 10%, the PRC government will expand both domestic and international markets,
                accelerate technological innovation, strengthen brand construction, assist in the expansion of leading enterprises, support the
small and medium enterprises and promote forestry reform.


                                                    41
Forest management

          All forest land in the PRC is either owned by the state or rural collective economic organizations. Ownership of forestry land is not
transferable in the PRC. However, forest land use rights, forest trees use rights and forest trees ownership rights are transferable as long as the
transfer is conducted in accordance with PRC law (including the requirement that a forest land cannot be converted into a non-forest land).

         Forests are divided into the following five categories:

(1) Forests for special uses: forests and trees mainly aimed at national defense, environmental protection and scientific experiments.

(2) Protection forests: forests, trees and bushes mainly aimed at protection, inclusive of water source storage forests, forests for water and soil
conservation, wind protection and sand bind forests, forests for farmland and grassland protection, river bank protective belts and road
protection belts;

(3) Timber stands: forests and trees mainly aimed at timber production, inclusive of bamboo groves mainly aimed at bamboo production;

(4) Economic forests: trees mainly aimed at the production of fruits; edible oils, soft drinks and ingredients; industrial raw materials; and
medicinal materials; and

(5) Firewood forests: trees mainly aimed at the production of fuels.

         Only the timber stands, economic forests and firewood forests and the forest land use right thereof and the forest land use right of
other forests, trees and other woodlands stipulated by the State Council, are transferable under the PRC laws. Moreover, according to the PRC
laws, they can be priced and converted into shares or used as capital contribution for equity joint ventures or cooperation conditions for
cooperative joint ventures. However, forest lands may not be converted into non-forest lands.

        According to the PRC Forestry Law enacted by SCNPC on September 20, 1984 and amended on April 29, 1998, and the
Implementation Regulations of PRC Forestry Law effective as of January 29, 2000, the State adopted a registration system of forest, forest
wood and forest land. All forest, forest wood or forest land is to be registered by local governments at or above the county level and records
maintained and certificates issued confirming the ownership or right to use.

        Logging in forests is strictly regulated in the PRC under its forestry laws and regulations. Forestry bureaus at the national, provincial,
municipal, county and township levels are responsible for checking and organizing the forestry resources, formulating forestry operation plans,
and compiling annual logging quotas in their area based on these forestry resources and forestry operation plans.

Logging quotas

         Under the PRC Forestry Law, the PRC government strictly implements a quota system for logging of forest wood, to uphold the
overriding principle that the amount of consumption of timber must be less than that grown.

         Each year, the forestry bureaus at the lower levels of government (mainly the county level), based on their regular check on conditions
(including the maturity of trees and the forestry resources) and the forestry operation plans of all forestry lands within their respective area,
prepare proposed annual logging quotas. The annual quota is reviewed by the local governments at the same level and submitted to the forest
bureau at the provincial level. The forestry bureaus at the provincial level are then responsible for compiling annual logging quotas by adjusting
the proposed logging quotas submitted by the lower level forestry bureaus and submitting them to the PRC State Council for final approval.

          According to the Implementation Regulations, the annual quota for certain key forest zones will be approved by the PRC State
Council and the quota will be set every five years. The Implementation Regulations of the PRC Forestry Law (which was enacted on
September 20, 1984 and amended on 29 April 1998) further stipulate that the logging of a foreign-invested timber forest up to a certain scale is
subject to the approval of the forestry bureaus at the provincial level within the annual forest logging quota approved by the PRC State Council
and is to be listed separately in respect of the logging quota.

          Annual logging quotas are subject to review and strictly implemented by the different levels of forestry bureaus. In order to ensure
logging quotas are strictly implemented: (1) before logging, forestry operators are required to obtain the pre-approval and logging permits from
the relevant forest bureaus; (2) during logging, the local forest bureaus selectively conduct on-site investigation and supervise the logging
activities of the forest operators; (3) after logging, the transportation of the timber out of the forestry zone requires a separate transportation
permit from the forestry bureau; and (4) in respect of transportation, timber inspection posts are set up along the roads heading out from the
forestry zones to inspect the timber transport and stop the transport of timber without permit.
42
Logging permits

         The PRC Forestry Law provides that logging of trees requires logging permits. When a state-owned forestry enterprise or institution
applies for a logging permit, it is required to develop a logging area survey, design document and logging and renewal verification proof of the
previous year. For non-state-owned forestry operators, they must apply for a logging permit with a document that contains contents such as
logging objectives, location, tree species, tree situation, area, stock, approach and reforestation measures.

         Upon receipt of an application of logging permit from a forest operator, the respective forestry bureau at the county level will examine
the application and assess whether the accumulated area/volume of timber to be harvested will exceed the logging quota for the year initially
allocated to the specific piece of forestry land based on its own annual assessment reports on the relevant forestry land, or the aggregate logging
quota for the year allocated to the whole county.

         Logging permits will not be issued to the applicant:

                 if the applicant has not replanted forest wood logged in the previous year; or

                 if there were any large scale forest fires, significant unlawful logging or large scale destruction caused by pests in the
                  previous year and the applicant has not adopted appropriate preventive measures or improved measures to prevent such
                  occurrences.

          The logging permits usually contain details of logging, including the location, the species of trees, its origin, ownership, logging
method, intensity of logging, area for logging, the amount of timber and the term of validity of the permit. Forestry operators must carry out
the harvesting activities pursuant to such details specified on the logging permits. After logging, the forestry bureaus which issued the logging
permits examine and inspect whether the logging activities comply with the terms of the logging permits. If it is found that the relevant
forestry operator has not conducted logging activities or the re-plantation in accordance with the requirements of the logging permits, the
forestry bureau will not approve further applications for logging permits.

Violations

          Illegal logging, or logging in excess of timber production plans or logging permits, is punishable by fines and the confiscation of
illegally logged timber and the proceeds from sales thereof. Illegal loggers may be asked to replant trees. If any logging unit or individual
logger fails to fulfill reforestation tasks pursuant to the prescribed provisions, the department issuing the logging permit has the power to stop
issuing such permits. In the case of serious violations, the relevant forestry bureaus may impose fines and administrative sanctions.

Processing of timber in forest zones

         Timber processing in forest areas must be approved by the forestry bureau at the county or higher level. The current PRC Forestry
Law and its implementation regulations do not stipulate detailed requirements for timber processing in forest zones. Generally, anyone who is
engaged in timber processing can apply for approval by submitting the application form and relevant documents. However, there is a limit,
depending on the volume of the local forestry resources, for the total number of approved timber processors within a forest. Any unapproved
timber processing in a forest zone will be subject to penalties including the confiscation of illegal proceeds generated therefrom and a fine of
not more than 2 times the proceeds.

Transportation of timber

       Other than the logging quotas and logging permits, timber transportation permit is another measure implemented by the PRC
government to further monitor the logging activities in the PRC.

         According to the PRC Forestry Law and its implementation regulations, transportation of timber (unless the timber is uniformly
allocated and transferred by the state) out of forestry zones to destination points requires a transportation permit to be issued by the forestry
bureau at the county level or above. No entity or individual carrier may transport any timber without a timber transportation permit. To apply
for a timber transportation permit, the applicant must submit the relevant forest logging permit, the quarantine certificate and other documents
as may be required by the forestry bureau at the provincial level. The competent forestry bureau shall, within 3 days after it has received an
application, issue to the applicant a timber transportation permit which specifies the total volume of timber permitted to be transported.

         The local forestry bureau sets up timber inspection stations in forest zones for the inspection of timber transportation. For any timber
transportation without any permit, the timber inspection station must stop it, and may temporarily detain the timber not covered by a
transportation permit and immediately report it to the competent forestry bureau at the county or higher level. When anyone transports any
timber without any permit or using a forged or altered timber transportation permit or in excess of the approved timber amount stated in the
timber transportation permit, the law provides that (i) the timber may be confiscated; (ii) a fine of up to 50% of the price of the timber may be
imposed on the owner; (iii) the transportation fee paid to the carrier may be confiscated; and (iv) a fine up to one to three times of the
transportation fee may be imposed on the carrier.


                                                                       43
Environmental impact assessment

          According to the PRC Environmental Protection Law, the PRC Environmental Impact Assessment Law and other relevant regulations,
if an entity performs clear logging, an environmental impact report must be prepared to provide a comprehensive assessment of the resulting
environmental impact; if an entity plants in the environmental non-sensitive area, an environmental impact registration form must be filled in
and submitted to the relevant environmental bureau.

         Environmentally sensitive areas include the following:

                  the areas stipulated under the national and local laws that need special protection, such as water source protection areas,
                   scenic spots, nature reserves, forest parks, key national heritage, historical and cultural preservation areas, soil erosion
                   protection areas and basic farmland protection areas;

                  the ecologically sensitive and vulnerable areas, such as key soil erosion areas that need special governance and supervision,
                   natural wetlands and habitats of rare or special ecological environment and naturally regenerated forests, tropical rain
                   forests, mangroves, coral reefs, spawning grounds, fisheries and other important ecosystems; and

                  the areas of social concern, such as cultural and educational areas, resorts, hospitals and other protection areas with regional
                   and historical, scientific, national or cultural significance.

         An environmental impact report generally is required to cover the following:

                  1. a brief introduction to the construct project;

                  2. the existing environment of the construction project;

                  3. an analysis, prediction and assessment of the environmental effects from the construction project;

                  4. the protective measures for the environment of the construction project, and the technical and economic demonstrations of
                  such measures;

                  5. an analysis of the environmental effects from the economic losses and benefits of the construction project;

                  6. a proposal for monitoring the environment of the construction project; and

                  7. a conclusion on the evaluation of environmental effects.

         According to the contents and format promulgated by SFA, the environmental impact report form must contain the following contents:

                  1. the project name, location, types of industry and total investment amount;

                  2. the main targets of the environmental protection which may be the resident area, the school, hospital, cultural relic,
                  landscape area, water resources or other sensitive points;

                  3. the analysis of the impact and suggestions or measures to protect the environment; and

                  4. the conclusion on the evaluation of environmental effects.

         An environmental impact report is for a construction project which may have more significant environmental impact and therefore is
required to contain a more comprehensive assessment of the environmental impact. The environmental impact report is to be submitted by an
enterprise which is engaged in construction activity, (1) if a feasibility study of the relevant construction project is required by PRC laws and
regulation, at the time it conducts such feasibility study; and (2) if such feasibility study is not required by PRC laws and regulations, before it
commences the construction or obtains the business license (if required).

        Pusheng has conducted environmental impact assessments for its MDF project (as described below) and same was approved by the
Environmental Protection Bureau of the Karamai municipality. Additional government approvals are still required in order to continue with its
MDF project.
44
Reforestation

         In order to protect forests, the PRC Forestry Law and the Implementation Regulations of PRC Forestry Law provide that entities and
individuals that have harvested the forest must, according to the area, number of trees, tree species and period of time specified in the logging
permits, plant a number of trees equal to the ones logged. After the planting of saplings is completed, the forestry bureaus which issue logging
permits examine the area and quality of reforestation and issue an Acceptance Certificate of Reforestation.

          Should forest logging entities or individuals fail to finish the reforestation task in compliance with the relevant requirements, the
authorities which have issued the logging permit may stop issuing further logging permits to them until they have completed their reforestation
tasks. Under any of the following circumstances, the local forestry bureau may order the forest logging entities or individuals to complete the
reforestation task within a prescribed period, and if they fail to do so, a fine of not more than 2 times the expenses required for completing the
uncompleted reforestation task, may be imposed: (1) the forest logging entities or individuals fail to complete the reforestation in two
consecutive years; (2) the reforestation area completed within the current year is less than 50% of the area of reforestation required; (3) except
for the arid or semi-arid areas as specially provided for by the state, the reforestation survival rate of the year is less than 85%; or (4) the forest
logging entities or individuals fail to complete the reforestation task as scheduled in accordance with applicable requirements. The poplar
saplings grown by the Company regenerate after harvesting if they are cut at the base, rather then removed at the root level. The Company
plans to meet the reforestation requirements by doing the last harvest as cut trees so no additional costs are expected to be incurred for
reforestation.

Taxation

         According to the PRC EIT Law and its implementing rules, both domestic and foreign-invested enterprises are now subject to a
uniform enterprise income tax rate of 25%. Income generated from the cultivation of forest trees and the gathering of forest products, however,
is exempt from the enterprise income tax pursuant to relevant PRC EIT Law, which became effective in 2008. Therefore we paid this income
tax for 2008 and will be reimbursed by the Chinese government in 2011.

          In addition, under the EIT Law, an enterprise incorporated outside of the PRC may be deemed to be a ―non-resident enterprise‖ or
―resident enterprise‖ according to their definitions thereunder. If that enterprise is deemed to be a ―non-resident enterprise‖ without an
establishment or place of business in the PRC, a withholding tax at the rate of 10% may be applicable to any dividends it receives from a
resident enterprise, unless it is entitled to reduction or exemption of such tax, for example, pursuant to relevant tax treaties. On the other hand,
if that enterprise has ―de facto management bodies‖ located within the PRC territory, it may be considered a ―resident enterprise‖ under the EIT
Law, and: (i) its worldwide taxable income will normally be subject to the enterprise income tax at the rate of 25%; and (ii) any dividends it
pays to its non-PRC resident shareholders and any gains realized by such shareholders from the sale or other transfer of the shares of that
enterprise may be regarded as China-sourced income, and as a result, be subject to a PRC income tax at a rate up to 10%.

          Because the Company is categorized as in a farm and forest industry, it is entitled to participate in a government subsidy program for
its sapling business. Under the program, the Company collects value added tax (VAT) from customers in an amount equal to 3% of sales
during the year ended December 31, 2009 and 6% of sales during the year ended December 31, 2008. This amount is not required to be
remitted to the government. VAT, which is included in revenue, was $682,735 and $1,251,786 for the years ended December 31, 2009 and
2008 respectively.

MDF

        MDF and particleboard are wood products produced from sub-quality and small fuel wood, a process encouraged as part of the
government‘s national timber industry policy. Pursuant to the MDF sector investment outlook forecast for 2010 to 2015 published by the
Chinese government, it is estimated that in 2010, the demand for MDF in China will be 27 million m 3 but the production will only be 24
million m 3 . In 2015, the annual demand for MDF in China is expected to be 35 million m 3 . Since 2000, China has been importing more
than 1 million m 3 of MDF each year.

         MDF in China is widely used in the following industries:

         1.        65% of total MDF is used in furniture industry;

         2.        15% is used in building;

         3.        8% is used in floor board;

         4.        5% is used in packaging; and
5.   7% is used in household appliances, vehicles, ships and musical instruments.


                                                        45
         We believe access to raw timber is critical to the success of any MDF manufacturer. Some MDF producers have been forced to stop
production, and some have had to declare bankruptcy due to a shortage of raw materials. The Company has been creating the raw materials
planting base for the last 5 years through plantings of its genetically modified saplings. Even with so many competitors in the current domestic
market, there is only one MDF manufacturing plant in Xinjiang Province which has its own raw materials planting base. Once our planting
base matures to the point where we can harvest and utilize the timber, and once our MDF manufacturing facilities are operational, we believe
we will have a competitive advantage in Xinjiang Province as we expect our raw material costs to be 10% to 15% lower than our competitors
who do not have their own supply of raw materials.

         Demand of Real Estate Market and Building Decoration Industry

       The annual timber consumption of China‘s building industry is 65 million m 2 , which is 21.3% of the total national timber
consumption. Currently, MDF is used in for approximately 25% of the Chinese building industry‘s timber needs.

         We believe that in order to be successful in the MDF industry in China, companies must, among other things, increase production
capacity and improve product quality. With the overall development of the Chinese economy, increases in national per capita income level
and urban and rural residents‘ increasing improved housing conditions, we believe there will continue to be increasing demand for MDF.

        We believe the key for rapid development of the MDF processing industry is the accessing of raw materials. However, as a result of
the Chinese government‘s strict controls on logging, the development of the MDF processing industry may be slowed for those companies who
do not own and control the raw materials and who are not well capitalized. For those that are, they have the ability to more successfully
develop and profit from large scale MDF production capabilities.

          We believe establishing an annual production capacity of 15,000 m 3 MDF requires a more than RMB 20 million Yuan (approximately
$3.03 million as of January 5, 2011) investment in equipment and other ancillary facilities, and an additional RMB 50 million Yuan
(approximately $7.57 million as of January 5, 2011) for the improvement of conditions in these facilities. Although we seek to construct such
a facility in the future, we have not made any material efforts in this regard to date.

         New and larger production lines must be built to support the expected increase in demand. Further, existing MDF facilities are
located primarily other than in Western China where we are focusing our efforts. We believe this gives us a unique opportunity to establish a
modern facility designed to meet MDF production needs.

         With the rapid economic and social development and increase in people‘s living standards, China's demand for wood products
continues to grow. We believe raw materials supply, production scale, product quality and management will be the key elements in
establishing our competitiveness.

         Competition in the MDF industry in China is mainly reflected in the purchase of raw materials, particularly by the large-scale
production lines. We expect this pattern to continue in the future, as the demand for raw materials by the wood processing industry continues
to outpace supply. In short, we believe the continuous and stable supply of raw materials will be key to survival of any company involved in
MDF production.

           Another key competitive factor in China's MDF industry is the quality of the products. In 2005, the Comprehensive Medium Density
Fiberboard Quality Integrated pass rate in China was 73%. This is a large difference compared with foreign advanced technology. In
particular, many of China's MDF exports cannot meet the quality certification standards in European countries. The increase in environmental
standards around the world has presented challenges to existing Chinese MDF manufacturers as they must expend resources getting their
facilities and products up to international quality certification standards. We feel we will have a distinct advantage over existing competitors in
this regard as our facilities are intended to be built in order to comply with ever-stricter international standards.


                                                                        46
                                                                 BUSINESS

Overview

         China For-Gen is a Delaware corporation formed on February 26, 2008 solely for the purpose of acquiring all of the equity interests of
Liaoning Shengsheng, a company incorporated in the People‘s Republic of China (―China‖ or the ―PRC‖) on November 24, 2000. Since its
inception, Liaoning Shengsheng has been an agricultural and forestry company engaged in the breeding, cloning and sale of plant seedlings and
specialized transgenic plant seedlings, and the research and development of seedling breeding technologies.

          The majority of our operations are located in western China. The primary technologies used in our business are tissue culture
technology and transgenic seedling technology. This is a popular type of cell breeding technology utilized in agriculture which takes advantage
of cell division of a plant‘s branches and leaves. By the appropriate control of temperature and humidity, we can increase the dividing speed of
plant cells, thereby cultivating a large amount of plant seedlings in the shortest possible time. Our core products are transgenic poplar
seedlings, which require less water and are disease free and insect and pest resistant. The poplar seedlings are characterized by fast growth,
maturing in 3-5 years, instead of the normal maturation time of 13-15 years for regular poplar seedlings. Through our intended business model
expansion, we also seek to become a leading supplier of wood products (including MDF and particleboard) and plant seedlings in China. An
overwhelming majority of our revenues are derived from transgenic poplar seedlings.

          From September 25, 2001 through September, 2003 and through October 2002 to June 2004, Liaoning Shengsheng conducted
research projects together with Dalian Technology University (―DTU‖), pursuant to various Technology Development Contracts, regarding
transgenic poplar research, including cellulose syntheses transgenic research. As a result of such cooperation, the Company was able to
develop Shengsheng No.1 and No.2 transgenic poplar seedlings. The resulting technology is co-owned by both parties. Liaoning Shengsheng
and DTU are entitled to 70% and 30% of the profit, respectively, resulting from the use of the patent received on such technology by either
party. However, as no patent was ever applied for, the Company has not paid, and is not obligated to make any payment to, DTU for any profit
received. DTU is not currently commercializing this technology and, to our knowledge, has no plans to do so. The Company now markets
and sells Shengsheng No. 1 and No. 2 transgenic seedlings as a result of such development efforts. Pursuant to a confirmation letter issued by
DTU dated May 28, 2010, DTU has waived its right to apply for any intellectual property protection of such research results, as well as its
rights in any products resulting from this cooperative project.

         Liaoning Shengsheng also entered into a Technology Development Contract with Shenyang Agriculture University Biotechnology
Co., Ltd. (―SAU‖) regarding cloning and insect and pest resistant transgenic poplar research project, providing that SAU would provide
complete information (including research data and materials) relating to the transgenic seedling technology and Liaoning Shengsheng would
reimburse SAU‘s research in consideration. The agreement provides that Liaoning Shengsheng would own all technologies and intellectual
properties produced from the project and would have the exclusive right to commercialize and transfer such intellectual properties. On March
31, 2010, the Plant Tissue Culture Laboratory of Shenyang Agriculture University, an affiliate of SAU, issued a confirmation letter stating that
Liaoning Shengsheng has the sole right to commercialize the technical achievements and is entitled to all of the economic benefit generated
thereafter.

         Transgenic poplar seedlings collectively researched and developed by Shengsheng with DTU and SAU won the National Gold
Invention Award in 2003, an award given by the Technology Exposition Committee of the Ministry of Science and Technology. Plants
developed by the Company are used for forestation in western China. Major clients include departments in the Chinese government (at the
provincial and local levels) and other social organizations responsible for tree planting in China

Recent Developments

          On May 10, 2009, Liaoning Shengsheng and Tuqiang Forestry Bureau of Daxinganling (the ―Tuqiang Forestry Bureau‖) entered into
an acquisition agreement (the ―Beijisong Agreement‖) pursuant to which Liaoning Shengsheng has the right to acquire 67.74% of the
outstanding equity of Daxinganling Tuqiang Beijisong Wooden Boards Industry Co., Ltd. (―Beijisong‖), a manufacturer of MDF, in exchange
for 21 million RMB, or approximately $3.09 million. On May 13, 2009, the Company and Tuqiang Forestry Bureau executed an amendment
to the Beijisong Agreement pursuant to which Liaoning Shengsheng has the right to acquire up to 80% of the outstanding equity of Beijisong
for a total consideration equal to 80% of the appraised valuation of Beijisong. Liaoning Shengsheng has made payments of $877,693 for the
Beijisong acquisition. No further payments are due at this time and a portion of the proceeds of this offering are intended to be used for such
remaining payment when the appraisal of Beijisong has been completed. We anticipate such appraisal will be concluded in early 2011,
although no assurances thereof can be given.


                                                                      47
Products

          The Company‘s primary product is fast growing poplar saplings, which are grown in the far northwest regions of China, in Xinjiang
province near the city of Karamai. Our current major product is its Shengsheng Fast-Growing Poplar Seedlings. We have different types of
cloned seedlings (bottle seedlings), seedlings, one-year old seedlings, one-year old cutting seedlings, two-year old seedlings and three-year old
seedlings. Our transgenic fast-growing poplar seedlings have important features such as drought tolerant, disease resistant and a dense fiber
plant (limited water requirements). The Company grows two distinct types of poplar saplings: Shengsheng No. 1 and Shengsheng No.
2. These varieties of poplar trees have been genetically modified for faster growth, pest resistance, low water requirements and high fiber
strength. The poplar seedlings mature in 3-5 years instead of the normal maturation time of 13-15 years. The saplings are sold primarily to
distributors who then resell our products to independent third parties for various uses, including re-forestation in western China. Each product
is separated into 5 different subcategories (1-5 years old trees) according to their age. The characteristics of the two types of trees are as
follows:

                 Shengsheng No. 1: the distinct features of these saplings are that they are highly pest and drought resistant, with a growth
                  period of 5 years, which is very short for saplings of this kind. According to the National Weather Service Bureau, the
                  annual rainfall of the western region is less than 10% of that in eastern China, and as a result many types of trees cannot
                  survive in the region, with poplar being a major exception. The survival rate of Shengsheng No.1 is very high, at over 96%,
                  in the western regions of China.

                 Shengsheng No. 2: the distinct feature is large plant fiber density. Under normal circumstances, poplar fiber is very loose,
                  and therefore is generally used only in low quality paper making and as firewood. However, the genetically modified
                  fast-growing poplar trees have high fiber density. As a result, the paper making utilization rate is higher, and the wood can
                  also be used in other commercial applications. The growth period is also only 5 years for this variety, and the survival rate is
                  also high, at over 96% in the western regions of China.

         In 2002, we co-developed anti-insect-and-disease poplar seedlings and dense plant fiber seedlings in conjunction with SAU and DTU,
respectively. We began pilot planting of these new seedlings in 2003 in Xinjiang Province. We clone and cultivate the seedlings in a
greenhouse environment for transplantation into the ground. Each seedling can be cut into about 10 pieces, and each piece can be cultivated as
a new seedling.

Resources and Raw Material Supply

          We do not need to purchase large amounts of raw materials. The seedlings, being the critical material, are cloned in a greenhouse and
can be mass cultivated at our headquarters in Dongsifangtai, Haicheng City, or at a project site according to demands. Other major production
costs include irrigation (twice a year), labor costs such as planting, cutting, digging, watering and leveling off the site, and lease expenses.

         According to the PRC Agriculture Network published by the State Agriculture Department in 2001, the primary resources needed for
our business are land and water. Land is used mainly for nursery purposes. For every mu, 6,000-8,000 saplings can be planted. A ―mu‖ is a
measurement of area used in the PRC and is equal to 1/15 of a hectare. For greenhouses, 20,000-28,000 plants (seedlings) can be planted for
every mu. Other raw materials include fertilizer, chemicals, nutrient solutions and general agricultural production materials. These are all
ordinary agricultural production materials that are generally available and there are numerous suppliers we can turn to in the event of disruption
in business with our current suppliers for any reason. Land can be rented privately or the Company can choose to rent land offered by the
government.

Research and Product Development

         We currently have limited resources to conduct the development of new products. We have only 2 employees engaged in research
and development, and we are dependent on our relationships with third party research and development institutes such as DTU and SAU to
perform research and development for us. There were no research and development expenses incurred in 2008 or 2009 because we did not
conduct any R&D activities in year 2008 or 2009. There were general administrative expenses in the amount of $711,507.54 and $775,570.86,
respectively, for fiscal years 2008 and 2009, constituting 3.33% and 3.36% of the year end revenue. We plan on allocating additional
resources to new product development that we raise from our intended financing.

         At present, provinces in northern China mainly plant fast-growing poplar trees like Xinjiang poplar, Beijing poplar 107 and 108, and
other Chinese poplar. All these poplar types have large leaves, a short growth cycle and high survival rate. Their characteristics make them
popular and the best choices for ecological and economic forests. However, ordinary fast-growing poplar trees are victims of diseases and
pests and have low plant fiber density.
         Proceeds from this offering may be used to further this research, including obtaining the necessary government approvals. In the
event we are able to successfully develop this gene and commercialize the resulting seedlings, we believe such seedlings will quickly become
one of the more purchased seedlings throughout China, and will have the added benefit of relatively stable pricing.


                                                                    48
Facilities

Tree Plantations

         We seek to acquire forestry rights by entering into co-forestation agreements with local governments in provinces throughout western
China and then cultivating, processing and manufacturing those resources. In our plantation model, we assess the suitability of land where
trees have been recently harvested. If we find the land to be suitable, we seek to lease the land under long term lease agreements. For
replanting and conversion into fast-growing high-yielding plantations, we cultivate trees using improved silviculture techniques and sell the
trees as standing timber. We choose to plant trees in strategically located areas and operate our commercial plantations using advanced,
environmentally prudent plantation management practices. We believe our advanced plantation management techniques are a competitive
advantage in China, where the commercial tree plantation industry is comparatively underdeveloped and where there are currently limited
large-scale plantations using advanced plantation management practices. We have leased and will continue to lease land from the original
plantation rights holders and pay the land lease rent. We started operating our first planted plantation in Karamai in 2002. Our planted
plantations consist primarily of poplar trees in Xinjiang Province. As of December 31, 2009, our planted plantations under management
consisted of approximately 8,300 mu.

Plantation Base

          The Company has leased 128 mu (approximately 85,332.48 sq. meters) of land in Xihuang Village, Dongsi Fangtai Town, from 48
villagers living in Xihuang Village, as a plantation base at a current rent of RMB 420 per mu per year (approximately $63.61 as of January 5,
2011 ), where the Company has established eleven greenhouses and several warehouses as production facilities. The term of the lease runs
from November 15, 2000 to November 15, 2030. The initial rent is RMB 300/mu/year (approximately $45.44 as of January 5, 2011 ) from
year 2000 to 2005 and market rate increases occur every five years. For 2005 through 2010, rent is RMB 420/mu/year (approximately $63.61
as of January 5, 2011 ).

         On January 23, 2010, Liaoning Shengsheng, as the lessee, and Karamai Yongheng Industry Development Co., Ltd., as the lessor,
entered into a lease agreement to rent land in Karamai with total area of 700 mu (about 466,662 sqm) at a rent of RMB 160/mu/year
(approximately $24.23 as of January 5, 2011 ) from January 1, 2010 to December 31, 2011. This land is used as a nursery for the Company‘s
poplar seedlings.

Land Use Rights

         We currently maintain the following assigned land use right certificates for four pieces of land located in Xihuang Village, Dongsi
Fangtai Town, issued by the Land Administration Bureau of Haicheng City:

                  an assigned industrial land use right certificate issued on April 26, 2001 and valid until April 18, 2031 for a piece of land
                   with an area of 12,033 m 2 . This land currently is used for production, greenhouse and growing seedlings and there is no
                   permanent building on this land;

                  an assigned industrial land use right certificate issued on April 26, 2001 and valid until October 30, 2051 for a piece of land
                   with the area of 616m 2 , which is the Company‘s tissue culture research building;

                  an assigned business service land use right certificate issued on January 8, 2000 and valid until January 8, 2030 for a piece of
                   land with an area of 1,306 m 2 , where the Company‘s dormitory building is located; and

                  an assigned industry land use right certificate issued on December 26, 2001 and valid until October 30, 2051 for a piece of
                   land with an area of 715m 2 , the Company‘s office building.

Real Property Ownership

        We currently own, and maintain the following House Ownership Certificate for, three real properties located in Xihuang Village,
Dongsi Fangtai Town issued by Urban and Rural Construction Administration Bureau of Haicheng City:

                  a house ownership certificate issued on November 7, 2001 of our office building for a construction area of 2,285.17 m 2 ;

                  a house ownership certificate issued on November 7, 2001 of our tissue culture research building for a construction area of
                   1,506.82 m 2 ; and
                 a house ownership certificate issued on January 9, 2001 for our dormitory building for a construction area of 2,614 m 2 .

Customers

         The Company‘s major clients are distributors who then resell our products to independent third parties without our knowledge or
participation. Sales are made pursuant to seasonal contracts that are generally valid for no more than a few months.

         We had two major distributors, Karamai Teng Lin Farming Co., Ltd., and Liaoning Dongran Landscape Engineering Co., Ltd., that
accounted for 81% and 94% of total sales for our fiscal year ended December 31, 2009 and 2008, respectively. Karamai Teng Lin was
responsible for 53.37% of our 2009 total sales and Liaoning Dongran was responsible for 29.94% of our total sales. Although we do not
currently have any contracts or orders in place with such distributors, we believe our relationship with these (and our other) distributors is
strong.


                                                                      49
Sales and Marketing

         We are engaged in the forestry industry and focused on the construction of ecologically sustainable and economically profitable forest
area through the provision of quality seedling products and services. We are in an expanding industry that benefits from the support of many
favorable government policies. We do not utilize mass advertising or conduct general public outreach.

          We do not sell our products directly to end users, but rather use a network of independent sales agents. The major agents are separated
by region, primarily from Xinjiang, Gansu, Sichuan and Shanxi. Most of them have long-standing relationships with the Company. The
Company evaluates its agents based on their ability to coordinate buyers, as well as expected timing of funds collection, which is usually based
on standard practice in the region in which the agent operates. The Company believes it saves a significant amount on sales and marketing
infrastructure by using this agency system, and the Company believes it is the most efficient way to match buyers with their products across
China. Most of the Company‘s agents operate under an exclusivity clause whereby they are not allowed to sell similar varieties of fast-growing
poplars. Agent agreements are renewed each year, usually immediately after the Chinese New Year in the first part of the calendar year. This
is due to the fact there are little to no sales in the winter months. The Company customarily executes contracts in the late summer or early fall,
and such contracts require performance by all parties in May, at which time the contracts terminate. Sales revenue is recognized at the date of
shipment or delivery to sales agents as the sales price is either fixed or determinable and management deems no other significant obligations,
such as warrants or product returns of the Company, exist.

         We have four full-time personnel working in sales and marketing, including our project team. Employees in our project, marketing
and sales department are provided with incentives of up to 3% of the size of new projects signed.

Pricing and Payment

         The price at which we sell fast-growing poplar seedlings is based on numerous factors, including: market price changes of
fast-growing poplar seedlings; regional supply of fast-growing poplar seedlings; seasonal availability of seedlings and demand for fast-growing
poplar seedlings. Generally, it takes 20 days for a single transaction to be consummated. This time frame includes negotiation of terms,
execution of contract, preparation, delivery, transportation, planting of products and receipt of payment. For larger transactions, it can take up
to one year for the last payment to be made.

Transportation

        Distributors that purchase our products are responsible for all aspects of the transportation of such products. Soil is the only thing
needed when transporting the seedlings. Long distance transportation does not materially adversely affect the survival rate of seedlings.

Intellectual Property

         We do not have any patents, trademarks or other intellectual property protection. Our cell breeding processes can be mastered by
ordinary agricultural technicians. Accordingly, we do not rely on any such protection, but rather on our experience, our management team and
our local contacts to provide products and services we believe are superior to our competitors.

         The seedling products use the brand names of ―Shengsheng No.1‖ and ―Shengsheng No.2.‖ However, these product names have not
been trademarked.

          Liaoning Shengsheng was formerly known as Anshan Xinfang Gardening Co., Ltd., which was incorporated in April 1997 as a limited
liability company with a registered capital of RMB 10 million (approximately $1.515 million as of January 5, 2011 ) (―Anshan
Xinfang‖). Liaoning Shengsheng held the trademark ―Xin Fang‖, registered with PRC Trademark Bureau under the State Administration for
Industry and Commerce, from June 21, 1999 through November 21, 2010. The Company is currently not planning to renew this trademark.

         As of today, the Company is not aware of:

         (i)      any challenges or disputes relating to any intellectual property rights owned or used by the Company, including any
                  challenges to the validity, subsistence or ownership of such rights including details of any claims or threatened claims by
                  employees for compensation in respect of any intellectual property;

         (ii)     any actual, prospective or alleged infringement by third parties of any intellectual property rights owned or used by the
                  Company;

         (iii)    any circumstances which might affect the intellectual property rights owned or used by the Co mpany or the validity,
       enforceability or registration of such intellectual property; or

(iv)   any suspected or alleged infringement of third party intellectual property rights by the Company.


                                                              50
Business Secrets

          According to the Counter Unfair Competition Law of the PRC , business secrets refer to the technical and/or operational information
which is practical and not known to the public and can bring economic benefits to the owners, and the owners have taken measures to keep
them confidential. A business operator may not infringe on business secrets of others via any of (1) obtaining business secrets by stealing,
seduction, threats or other illegal means; (2) disclosing, using or allowing others to use the business secrets by the means mentioned in the
preceding item (1); (3) disclosing, using or allowing others to use business secrets by breaching confidential requirements or
obligations. Where a third party obtains, uses or discloses the business secrets of others, acknowledging or should have acknowledged the
illegal acts above mentioned, the breaching party is deemed to have infringed on such business secrets too. Where any party infringes on
business secrets, the relevant authority is required to order it to stop the illegal acts and may, according to circumstances, impose on the
breaching party a fine ranging from RMB 10,000 to RMB 200,000 (from approximately $1,515 to $30,292 as of January 5, 2011 ). We
currently neither own nor rely on any business secrets to protect our products or services, but rather on our experienced management team and
local contacts to provide products and services we believe are superior to our competitors.

Competition

         The Chinese forestry industry is very competitive, but maintains high barriers to entry. Ever since the implementation of the national
policy of encouraging forestation, market entry restrictions and price controls have been lifted. Currently, non-state capital investment
accounts for 80% of the yearly total investment. There are approximately five enterprises in China that have fast-growing poplar seedling
capacity of over 10 million seedlings. Though they have the ability to produce more than 10 million fast-growing poplar seedlings, we do not
believe these are their main products. However, there is no company in China to our knowledge that engages in both the seedling breeding and
planting aspects of the forestry industry. Further, our research indicates there is no domestic forestry enterprise that has a nursery capacity over
1,000 mu (166.7 acres). Assuming the maximum production of each mu is 8,000 plants, no single company has a production capacity over 10
million plants. Additionally, while there are companies similar to ours throughout China, logistical issues prevent companies such as ours from
competing on a national scale.

          In the fast-growing poplar seedling market, we believe our main competitors are Beijing Forestry University, the National Forestry
Academy, Northeastern Forestry University and Shenyang Agriculture University. However, they are primarily forestry science and research
entities, not production entities, so the breeding and selling of fast-growing poplar seedlings are not their primary focus. They have a very low
market share of fast-growing poplar seedlings. We do not believe there are any competitors in the provinces in which we conduct business
regarding fast-growing poplar seedlings.

         There are numerous other companies engaged in various other aspects of the planting, harvesting, processing and sale of timber and
wood products. Due to both the expected increase in demand for timber and numerous wood products across a multitude of industries and the
government encouragement of the development of the domestic forestry industry, we expect to face a growing number of competitors both
within and outside of China.

Competitive Advantages

          Our business model relies on the fact that seedlings for large-scale forestation projects (more than 10,000 mu) can be bred in a
relatively short period of time. Although we are not the only company that can produce fast-growing poplar seedlings on a large-scale using
tissue culture technology, there are only a few that have been successful in securing contracts for forestation projects of more than 10,000 mu.

         We believe we also have a built-in competitive advantage due to the genetic make-up of our fast-growing poplar seedlings. Further,
we utilize our currently existing facilities or the facilities of others with which we enter into research agreements, which reduces the need for us
to construct or lease additional space.

 While the Chinese forestry industry is highly competitive, we believe that the following strengths give us a competitive edge:

        our proprietary technology allows us to breed faster growing, disease resistant trees;
        our ability to select, culture and grow our nursery stock and to scale these processes as our production capacity increases ;
        we have strategically located production bases;
        our expansion strategy seeks to create a vertically integrated operator in our industry , handling all aspects of forest, lumber and wood
         production, from seedling production and plantation, through growth management and harvesting, to lumber processing and
         production and sale of MDF and other wood products ; and
        we have an experienced management team.

        We believe our production bases are strategically located, in part, due to the local demand for poplar trees, but also because Xinj iang
Province is primarily a dry, arid region. Accordingly, the province has benefitted from several national preferential policies put in place by the
PRC aimed at establishing and sustaining forest production. For example, the National Forest Conserva t ion Program adopted in China seeks
the expansion of natural forests and increasing the productivity of forest plantations. Xinjiang Province was designated a first priority
province, and, together with other first priority provinces and regions, receives the highest level of financial support from the central
government to plant forests for soil and water protection and to increase timber production from forest plantations.

         Additionally, our planned expansion into the Daxinganling Forest through the Beijisong acqui sition, as discussed above, is expected
to provide us with additional abundant forest resources, as well as potential acquisition opportunities due to the presence there of other lumber
producers, both of which could help us to expand our business. Othe r than as described in this prospectus, we have not identified any
acquisition candidates nor made a comprehensive assessment of the benefits, risks or costs involved in such undertakings.

Employees

          Substantially all of our employees are located in China. As of Janua ry 5, 2011, we had 56 employees, including four sales
representatives. There are no collective bargaining contracts covering any of our employees. We believe our relationship with our employees is
satisfactory.

          We have signed standard employment agreements in a form provided by the Labour and Social Security Bureau of Anshan Municipal
with all employees, including our directors and senior executives, but excluding interns and temporary workers.


                                                                        51
Insurance

         We are required to contribute a portion of our employees‘ total salaries to the Chinese government‘s social insurance funds, including
medical insurance, unemployment insurance and job injuries insurance, and a housing assistance fund, in accordance with relevant
regulations. The insurance rate of each type of insurance is as follows:

                                                      Percentage         Percentage        Total
                                                      Payable by         Payable           Percentage of
         Insurance Type                               Employer           Employee          the Salary
         Pension                                                   20                8                       28
         Unemployment Insurance                                     2                1                        3
         Medical Insurance                                       N/A               N/A                     N/A
         Occupational Injury Insurance                            0.5                0                      0.5
         Maternity Insurance                                      0.8                0                      0.8

         We have purchased social insurance for all our full-time employees. In the last three years, we contributed approximately $83,683,
$111,549 and $126,430 for the fiscal years ended December 31, 2007, 2008 and 2009, respectively. We expect the amount of contribution to
the government‘s social insurance funds to increase in the future as we expand our work force and operations.

         As of today, we are not aware of any investigations, prosecutions, disputes, claims or other proceedings in respect of insurance made
by any insurance authority of the PRC.

        The Company is currently not paying medical insurance for its employees. Currently, China has not instituted a planned national
medical insurance reform. In accordance of the Decision on Establishing the Basic Medical Insurance System for Urban Employees by the
State Council and the Tentative Program for Reforming Basic Medical Insurance System for Urban Employees of Haicheng City , it is not a
compulsive duty for enterprises in Haicheng City where Liaoning Shengsheng is located to buy medical insurance for its employees.

Environmental Matters

         The Company is not aware of any investigations, prosecutions, disputes, claims or other proceedings in respect of environmental
protection made by any environmental administration authorities of the PRC.

         Pusheng has conducted environmental impact assessments for its proposed MDF project (as described below) which was approved by
the Environmental Protection Bureau of the Karamai municipality. Additional government approvals are still required in order to proceed with
the MDF project, as discussed herein.

Tree Plantations

         As disclosed in the Risk Factors section hereof, our tree plantations are subject to certain environmental laws and regulations,
particularly with respect to air emissions and discharges of wastewater and other pollutants into land, water and air, and the use, disposal and
remediation of hazardous substances and contaminants. We may be required to incur significant expenditures to comply with applicable
environmental laws and regulations. Moreover, some or all of the environmental laws and regulations to which we are subject in our tree
plantations and manufacturing plants could become more stringent in the future, which could affect our production costs and results of
operations. Any failure by us to comply with applicable environmental laws and regulations could result in civil or criminal fines or penalties
or enforcement actions, including a requirement to install pollution control equipment or other mandated actions. As a result, environmental
laws and regulations may adversely affect our business, financial condition and results of operations.

Government Approval and Regulation of Our Principal Products or Services

Preferential policies of Afforestation in Karamai

          According to the Several Policies for Encouraging Investment and Improving Industry Structure Adjustment in Karamai and
Implementary Rules for Several Policies for Encouraging Investment and Improving Industry Structure Adjustment in Karamai , enterprises
and individuals who develop and plant ecological-public-interest forest (including farmland protecting forest), water-maintaining forest, water
and soil maintaining forest, and wind-proof and sand fixing forest, are entitled to a one-time subsidy of RMB 500/mu (approximately $73.56)
and maintenance subsidy of RMB 50/mu (approximately $7.36) per year for five years, subject to approval of relevant Karamai government
authorities. Enterprises and individuals enjoy a subsidy of 80% of the water fee for five years after the trees are planted in an
ecological-public-interest forest and 50% of the water fee for five years after the trees are planted in farmland protecting the forest, subject to
approval of relevant local government authorities. We pay reduced water fees as a result of our participation in the Karamai project described
below and will continue to pay reduced fees for as long as we operate the project. We pay RMB 6 Yuan (approximately $0.15) per m³ less than
what we would otherwise be charged.


                                                                     52
        On October 26, 2000, the State Council promulgated the Circular regarding Several Policy Measures for China’s Western
Development Program and on January 15, 2004, the People‘s Government of Xinjiang Province promulgated the Opinion concerning Further
Improve and Implement State Land Preferential Policies to Promote the Social and Economic Sustainable Development in Xinjiang.

          According to the above two regulations with regard to planting forests and grassland on barren hills and wasteland, and to restoring
forests and grassland from cultivated land of the western regions, local government has implemented a policy that whoever restores, plants or
operates the forest land has the right to the use of land and the ownership of the forests and grassland. Corporations and individuals may apply
to use barren hills and wasteland owned by the state and conduct environment protection construction like restoring vegetation of trees and
grasses, on the condition that if such construction investment and afforestation work be completed, such corporation or individual has the
timber rights for cultivation of state-owned land by paying an assigned fee to the local government, which may be reduced or exempted. Such
right to the use of land is valid for 25 years subject to renewal upon application and is transferable by inheritance or contract with
consideration. We have cultivated approximately 11,000 mu and as a result we are entitled to 25 years of timber rights. Currently, we have 19
years left on this right.

Preferential policies of Afforestation in Liaoning

         On September 1, 2009, Liaoning Provincial People‘s Government issued the Notice of Construction Plan of Large-scale Afforestation
Projects in Liaoning Province, with a valid term from 2010 to 2012. According to such notice, financial subsidies for afforestation are as
follows: planting trees on barren hills and wasteland, RMB 450/mu (approximately $66.20); planting shrubbery, RMB 350/mu (approximately
$51.49); enclosing a hill for afforestation, RMB 100/mu (approximately $14.71); aerial seeding, RMB 80/mu (approximately $11.77);
afforestation projects with foreign investment, RMB 500/mu (approximately $73.56); replant open forest land, shrub land and defective
transformation of silkworm field, RMB 200/mu (approximately $29.42); street trees planning in rural area, RMB 1.5 (approximately 0.22) per
tree; non-forest plantation, RMB 350/mu (approximately $51.49). We have not yet begun participation in this program but intend to do so.

        A new PRC farm subsidized government program provides subsidies of 4,000 RMB (approximately $588.44) per 1 mu to those
involved in pesticide and pollution free vegetable farming. We intend to begin participation in this program during our fiscal year 2010,
although the extent of such participation has yet to be determined.

Legal Proceedings

         We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are
not currently a party to any legal proceedings. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure
that could have a material adverse effect on our business, financial condition or results of operations.

Business Strategy

         We seek to continue to sell our transgenic poplar seedlings to third parties and are continuing our research and development in order to
further enhance the benefits of fast-growing poplar seedlings. We also seek to continue the expansion of our cultivation, manufacturing and
production businesses. Through the Beijisong acquisition, we believe we can establish a stronger presence in the Daxinganling Forest, which is
one of a few forests the Chinese government has allocated for private corporations. We believe the following key initiatives will allow us to
successfully execute our strategy:

                 expand our geographical locations by investing in additional tree plantations to gain market share in the PRC;

                 improve the yields of our tree plantations and reduce production costs through continuing investment in research and
                  development and application of advanced forestry management techniques;

                 practice sustainable and environmentally responsible forestry and manufacturing;

                 build integrated manufacturing operations to supply value-added, wood-based products to the PRC market and further
                  increase our revenue streams;

                 strengthen management processes and information systems to support the growth of our businesses; and

                 maintain strategic alignment with the PRC government‗s plans.


                                                                       53
The Karamai Project

         Karamai, China is located in Xinjiang Province. Currently, Xinjiang province does not have an established lumber industry. Local
supply is imported from other provinces and countries and the resulting transportation costs makes the final product very expensive.

          The Karamai city government established a new fast-growing forest base (the ―Forest Base‖) of 100,000 mu (one mu is equal to 1/6 of
one acre) for industrial use located in Xinjiang province. Liaoning Shengsheng established its wholly foreign owned subsidiary, Karamai
Pusheng Forest and Wood Industry, LLC (―Pusheng‖), a limited liability company organized under the laws of the PRC, on January 25, 2005
in order to engage in timber cultivation and wood processing in the Karamai region.

          On November 1, 2005, the Karamai Developing Planning Commission approved Pusheng to establish an MDF facility capable of
producing 80,000 cubic meters of MDF using poplar and other trees provided from the fast-growing forest base. The total investment required
in order to get the plant operational is anticipated to be RMB 64,800,000 (approximately $9,814,762 as of January 5, 2011 ). Although the
government approval to build this plant has expired, the Company believes it will have the proper authority to build this facility at such time as
it is ready to do so. Because there are few trees that are adaptive in the western area of China, the Company plans to develop the business of
Pusheng as part of its development plan for penetrating into Gansu Province and the Inner Mongolia area. Based on its prior experience
working with the local government and the third parties that would be necessary to complete the tasks, the Company expects to re-obtain
government approval for this project and complete all required applications and assessment work within 45 days following the consummation
of this offering and to begin the first phase of construction shortly thereafter. It is likely that construction will not begin until March, 2011, at
the earliest, due to weather-related factors. In addition to the $5 million of proceeds from this offering, the Company anticipates the remaining
$4.5 million required to get the plant operational will be financed from the Company‘s then-existing cash flow.

         A portion of the proceeds raised in this offering may be used to prepare the first phase of construction and execution of the Karamai
Project in Karamai Petrochemical Industry Park, including:

                  purchasing the land rights and building the manufacturing plant;

                  equipment purchasing;

                  working capital; and

                  purchasing the rights for logging a portion of the forest from the Chinese government.

6,300mu Ownership of Trees and Timber

         On January 5, 2007, Pusheng, as the purchaser, and Karamai Pulin Ecology and Technology Co., Ltd. (―Pulin‖), as the seller, entered
into a Forestry Right Purchase Agreement for Pusheng to buy 11,000 mu (about 7,333,260 sq. meters) of forest for consideration of RMB 55
million (approximately $8.33 million as of January 5, 2011). Pusheng has paid RMB 43 million to date (approximately $6,512,882 as of
January 5, 2011 ). However, due to the national reform of forestry rights, Pulin could not fulfill its obligations to sell the forestry right to
Pusheng. Therefore, Pusheng and Pulin entered into a new agreement on February 25, 2009, pursuant to which Pulin refunded RMB 8,350,000
(approximately $1,264,711 as of January 5, 2011 ) to Pusheng and granted Pusheng ownership of trees and timber growing in 6,300 mu (about
4,199,958 sq. meters) forest land within 10 years as compensation for failure to transfer the initial 11,000 mu of forestry rights to
Pusheng. Pusheng is responsible for maintenance and plantation of forest in such land and intends to sell the timber from these forests
consistent with its prior operating history.

Beijisong Acquisition

         The Company seeks to expand its business capabilities through the acquisition of Beijisong. Daxinganling Forest is located in the
northern part of Heilongjiang Province, which is China's northernmost province. Daxinganling Forest is China's most resource-rich forest area
and, through The Forestry Administration of Daxinganling, is one of the few forests in China planning for state owned enterprises and private
corporations to work together. The Forestry Administration of Daxinganling, together with the national Forestry Bureau, has the authority over
the forest. The 11 counties under the Forestry Administration of Daxinganling each have their own County Forestry Department, each of
which controls several state-owned wood processing enterprises. One of the county forestry departments is the Tuqiang Forestry Bureau,
which owns and operates Beijisong. Beijisong is a limited liability company incorporated in the PRC on March 25, 2008. Beijisong has an
annual production capacity of 80,000 cubic meters of MDF and 2008 revenues of more than RMB 35 million ($5.147 Million US Dollars). Its
advanced facility covers an area of about 70,000 square meters. The manufacturing facility is composed of a main plant, polishing plant, urea
plant and power systems, buildings, plants and a 15,000 square meter construction complex, including a particleboard production plant with
annual production capacity of 15,000 cubic meters. Beijisong has raw materials inventory of approximately 50,000 cubic meters of wood. The
Company intends to use the gross proceeds of this offering to complete its acquisition of Beijisong.
54
        On May 13, 2009, the Company and Tuqiang Forestry Bureau executed an amendment to the Beijisong Agreement pursuant to which
Liaoning Shengsheng has a right of first refusal to purchase 80% of the outstanding equity of Daxinganling Yuying Wood Industry Co., Ltd.
(―Yuying‖) and Daxinganling Chengyu Wood Industry Co., Ltd. (―Chengyu‖), entities owned by Tuqiang Forestry Bureau, for RMB equal to
80% of the appraised valuation of Yuying and Chengyu. Yuying is a wood processing company with annual revenue of RMB 50 Million Yuan
($7.352 million) that produces a variety of wood lathe board and wood plat side, and also reprocess wood residues.

         The Company seeks to consummate the acquisition of Beijisong, as well as acquire Yuying, in an effort to increase its production,
manufacturing and sales capabilities. The proceeds of this offering are intended to be used for such payments. The Company anticipates
acquiring Beijisong following completion of the appraisal of Beijisong. The Company anticipates such appraisal will be concluded in earl y
2011, although no assurances thereof can be given. Proceeds of this offering are also intended to be used for the acquisition of Yuying as soon
as reasonably practicable following this offering. The Company anticipates the cost of Yuying to be approximately $2.6 million, but the final
price will be determined based on Yuying‘s net assets at that time. The Company does not expect to require additional sources of funds other
than the offering proceeds in order to acquire Yuying. The Company does not intend to acquire Chengyu at this time.


                                                                      55
                                             OUR HISTORY AND CORPORATE STRUCTURE

Organizational History of China For-Gen.

        We were originally incorporated under the laws of the State of Delaware under the name China For-Gen Corp. on February 26, 2008.
Our principal office is located in the Tengao District, Haicheng City, Liaoning Province, P.R.China 114000.

          Pursuant to the Share Transfer Agreement entered into on March 26, 2009 (the ―Share Transfer‖) between the shareholders of
Liaoning Shengsheng and the Company, we acquired all of the outstanding equity securities of Liaoning Shengsheng (the
―Shengsheng Shares‖) from all of the Shengsheng Shareholders in consideration for $5.12 million, equivalent to RMB 35,000,000 (the
―Purchase Price‖) and the Shengsheng Shareholders transferred and contributed all of their Shengsheng Shares to us. The closing of the Share
Transfer (the ―Closing‖) took place on May 6, 2009. In February, 2010, we paid $1.28 million to the Shengsheng Shareholders and the
remaining $3.18 million will be paid to the Shengsheng Shareholders from a portion of the proceeds of this offering upon receipt thereof. As a
result of the Closing, Liaoning Shengsheng became a wholly foreign-owned subsidiary (―WFOE‖) of China For-Gen. On February 12, 2010,
Liaoning Shengsheng and the shareholders of Liaoning Shengsheng entered into an agreement providing that the Purchase Price would be
transferred from the Shengsheng Shareholders to Liaoning Shengsheng for working capital and general corporate purposes.

          In connection with the acquisition of the WFOE, certain officers and directors of Lioaning Shengsheng (the ―Call Option
Stockholders‖) entered into a call option agreement (the ―Call Option Agreement‖) with Ms. Sherry Li (―Ms. Li‖), then the sole officer,
director and shareholder of China For-Gen, wherein Ms. Li agreed to transfer 12,000,000 shares of Company common stock to the Call Option
Stockholders after our initial public offering. The call option may be exercised by the Call Option Stockholders for nominal consideration of
$0.001 per share (the ―Call Option‖). The Call Option Agreement provides that Ms. Li may not dispose of any China For-Gen shares owned
by her without the prior written consent of the Call Option Stockholders. The Call Option Agreement was amended and restated in its entirety
on May 12, 2010 to comply with PRC laws, including, without limitation, laws with respect to acquisitions by foreign entities and ownership
by PRC citizens in a foreign enterprise (the ―Amended Call Option Agreement‖). The percentage ownership of the Company to be granted to
the Call Option Stockholders remains unchanged. On December 31, 2010, the Call Option Stockholders exercised their rights under the
Amended Call Option Agreement with respect to 50% of the shares and they have indicated they intend to exercise their rights with respect to
the remaining 50% on or by December 31, 2011. Upon exercise of the Call Option, neither the ownership structure of the Company nor the
number of shares of Company common stock outstanding changed or will change from the current structure as the shares underlying the Call
Option are currently issued and outstanding and beneficially owned by the Call Option Stockholders. Please see the section titled “ Security
Ownership of Certain Beneficial Owners and Management ‖ on page 59 for the percentage ownership of Company common stock owned by
the Call Option Stockholders. The Call Option Agreement was executed as part of, and in connection with, the initial acquisition of Liaoning
Shengsheng by the Company. Accordingly, the sale of all of the shares of Liaoning Shengsheng to the Company was the consideration paid by
the Shengsheng shareholders for the Option Shares held by Sherry Li on their behalf pursuant to the Amended Call Option.

          The Call Option Stockholders are subject to a lockup agreement providing that they shall not, until the 24 month anniversary of the
effectiveness of this registration statement, without the prior written consent of T Squared Investments LLC, directly or indirectly: (i) offer,
sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock, securities convertible into or exercisable or
exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same
may be amended or supplemented from time to time (such shares or securities, the ―Beneficially Owned Shares‖); (ii) establish or increase any
―put equivalent position‖ or liquidate or decrease any ―call equivalent position‖ (in each case within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) with respect to any Beneficially Owned Shares, or
otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic
consequence of ownership of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for
Common Stock, whether or not such transaction is to be settled by delivery of Beneficially Owned Shares, other securities, cash or other
consideration; or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or
exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, during such 24 month period, an aggregate of 300,000 shares
shall be released from lock-up and shall be allowed to be disposed of beginning on the one year anniversary of the effectiveness of this
registration statement and an additional 300,000 shares shall be released from lock-up and shall be allowed to be disposed of beginning on the
date that is the eighteen (18) month anniversary of the effectiveness of this registration statement. The remaining Beneficially Owned Shares
shall continue to be subject to the lock-up until the 24 month anniversary of the date of effectiveness of this registration statement.

         Mr. Baoquan Wang was appointed as our President and Chairman of Board and Ms. Lanfeng Wu was appointed as our Treasurer and
Secretary, effective as of May 13, 2010.


                                                                        56
Liaoning Shengsheng Biotechnology Co., Ltd.

         Liaoning Shengsheng is a limited liability company organized under the laws of the PRC, which is wholly owned by China
For-Gen. Liaoning Shengsheng is engaged in the hi-tech forestry industry (excluding scarce species restricted by national laws and
regulations), including producing vegetables, flowers and fruit, researching and developing applications of biotechnology; producing edible
fungi and its products (except as otherwise provided by laws and regulations); and landscaping.

          The predecessor of Liaoning Shengsheng is Anshan Xinfang Gardening Co., Ltd., which was incorporated in April 1997 as a limited
liability company with a registered capital of RMB 10 million (approximately $1.515 million as of January 5, 2011 ) (―Anshan Xinfang‖).
Baoquan Wang and Zhao Yaomei contributed funds of RMB 7.8 million (approximately $1.181 million as of January 5, 2011 ) and RMB 0.2
million (approximately $30,292.47 as of January 5, 2011), respectively, and Shen Xiaoyang and Na Ningxin contributed their patent of soilless
culture technology at an appraised value of RMB 2 million. In September 2000, Anshan Xinfang increased it registered capital to RMB 12.5
million (approximately $1.89 million as of January 5, 2011 ), which was verified by Liaoning Zhenghe Certified Public Accountants Co.,
Ltd. The patent for soilless culture technology expired on February 18, 2005.

        On November 13, 2000, the People‘s Government of Liaoning Province (―Liaoning Government‖) approved the incorporation of the
Company as a limited liability company limited by shares through the restructuring of Anshan Xinfang. The name of the Company changed to
―Anshan Shengsheng High-tech Planting Technology Application Co., Ltd.‖ The Company obtained its business license from Liaoning
Administration of Industry and Commerce on November 24, 2000. The registered capital of Anshan Shengsheng was RMB 24 million
(approximately $3.64 million as of January 5, 2011 ), which was verified by Dalian North Certified Public Accountants Co., Ltd.

         On June 26, 2002, the People‘s Government of Liaoning Province approved the increase of the Company‘s registered capital from
RMB 24 million (approximately $3.64 million as of January 5, 2011 ) to RMB 35 million (approximately $5.30 million as of January 5, 2011
) and the issuance of 11 million shares to two new shareholders, and the Company changed its name to the current ―Liaoning Shengsheng
Biotechnology Co., Ltd.‖ The increased contribution was verified by Liaoning Pan-China Certified Public Accountants Co., Ltd.

         On April 20, 2009, the Foreign Trade and Economic Cooperation Department of Liaoning Province approved the acquisition of all
share equity of Liaoning Shengsheng by China For-Gen Corp. Liaoning Shengsheng obtained a Certificate of Approval to become a WFOE on
April 20, 2009 and obtained a new business license on May 6, 2009.

        China For-Gen operates its business through Liaoning Shengsheng.

Karamai Pusheng Forest and Wood Industry, LLC

          On January 25, 2005, Baoquan Wang and Lanfeng Wu established Karamai Pusheng Forest and Wood Industry, LLC (―Pusheng‖), a
limited liability company organized under the laws of the PRC, with registered capital of RMB 10 million (approximately $1.515 million as of
January 5, 2011 ). On September 28, 2007, Liaoning Shengsheng acquired all of the share equity of Pusheng from Baoquan Wang and Lanfeng
Wu, and currently owns 100% of the share equity of Pusheng. Pusheng currently does not conduct any business operations but is expected to
be used as the primary vehicle for the Company to expand into the manufacturing of MDF in the future.


                                                                     57
Our post initial public offering organization structure is summarized below:




                                                              58
                                                DIRECTORS AND EXECUTIVE OFFICERS

Our current executive officers and directors as of the date of this prospectus are as follows:

Directors and Executive Officers                                                   Position/Title                              Age

Baoquan Wang                                                 President and Chairman of the Board                                44

Lanfeng Wu                                                   Treasurer and Secretary                                            35

Jia Yu                                                       Director                                                           39

Zhang Daoxu                                                  Director                                                           70

Gang Xu                                                      Vice President and Director                                        53

Jun Fang                                                     Vice President                                                     50

Scott Ogilvie                                                Director                                                           56

Kevin Randolph                                               Director                                                           61

Marc Klee                                                    Director                                                           55

         The following is a summary of the biographical information of our directors and officers. Any gap in employment background of an
individual indicates that during the gap, the individual did not obtain work experience relevant to his or her role as an officer or director.

         Baoquan Wang. Mr. Wang is our Chief Executive Officer. In 1997 Mr. Wang founded Anshan Xinfang Horticulture Co., Ltd., a
Chinese company that provides services to landscape construction and project contracting in the PRC, and has been the Chief Executive Officer
since that time. In 2000, Mr. Wang restructured the former Xinfang Horticulture Co., Ltd. into Liaoning Shengsheng and has served as its
chairman and president since that time. Mr. Wang received his master degree in Business Administration from the Chinese University of Hong
Kong in 2000. Mr. Wang has been chosen as a director because he is one of the founders of our company and we believe his knowledge of our
company and years of experience in our industry give him the ability to guide our company as a director.

         Lanfeng Wu. Ms. Wu graduated from Liaoning University of Science and Technology with a bachelor‘s degree in International
Trading and Economics. Ms. Wu has been working for the Company since 2000 as the assistant to Baoquan Wang. Ms. Wu has been chosen
as a director because we believe we can benefit from her intimate knowledge of the business and operations of Liaoning Shengsheng and her
leadership skills.

         Jia Yu. Mr. Yu joined our Board of Directors in 2010. Since 2003, Mr. Yu has worked for Huaying Rongtong Investment
Consulting Co., Ltd. as CEO, a consulting service company that provides services in valuation, investment advisory services and general
practice surveying. Mr. Yu served as CFO and COO of Oriental Real Ventures Management Ltd. from 2002 to 2008, and served as vice
president of Yihe Financial Investment Consulting Co. from 2001 to 2003, and served as manager of government relations of Andersen
(Shanghai) Business Consulting Co., Ltd. from 2002 to 2003. Mr. Yu received a bachelors and masters degree in public relations from the
Southern California State University, College of Communication in 1993 and 1995, respectively. Mr. Yu has been chosen as a director because
we believe we can benefit from his leadership skills and management experience.

         Zhang Daoxu. Mr. Zhang joined our Board of Directors in 2010. Since 1961, Mr. Zhang has served as a research scientist for
Shenyang Agriculture and Science Research Institute. Mr. Zhang received a bachelor‘s and a masters degree in biology and plantation from
Shenyang Agriculture University and Jilin University in 1960 and 1961, respectively. Mr. Zhang has been chosen as a director because we
believe we can benefit from his leadership skills and management experience.

         Gang Xu. Mr. Xu has served as Liaoning Shengsheng‘s Vice President of Operations since 2003 and a director since 2010. Mr. Xu is
responsible for the production, marketing and sale of our products. Mr. Xu served as General Manager and Discipline Secretary of Anshan
Cooler Manufacturer from 2000 to 2003, and CEO and director of Anshan Transportation Equipment Factory from 1996 to 1998. Mr. Xu
received his bachelor‘s degree in economics and management in 1986 from the Liaoning Radio and Television University. Mr. Xu has been
chosen as a director because he is one of the key employees of our company and we believe we can benefit from his management experience
and marketing skills.
59
         Jun Fang. Mr. Fang has served as Liaoning Shengsheng‘s Vice President of Finance since 2003. Mr. Fang is responsible for project
development, financing and business strategy planning. Mr. Fang served as deputy manager and vice general manager of the investment
department of Anshan Trust and Investment Co., Ltd. from 1997 to 2002. Mr. Fang served as vice general manager for the investment banking
and business department of ZhongShan Securities, Inc. from 2002 to 2003. Mr. Fang received his bachelor‘s degree in mathematics in 1978
from the Liaoning University. Mr. Fang has been chosen as a director because we believe we can benefit from his capital markets experience .

          Scott Ogilvie. Mr. Ogilvie has served as our director since June, 2010. Mr. Ogilvie is the founder and since 2006 has been the
President of AFin International, Inc., an international advisory and development company focused in U.S. and international markets in areas
including infrastructure, renewable energy, IT, energy, entertainment, healthcare and real estate. Mr. Ogilvie is also the President and CEO of
Gulf Enterprises International, Ltd. (―GEI‖), a position he has held since 2006. GEI is an international advisory and development company that
brings Persian Gulf, U.S. and international expertise, investment capital and operating platforms to Middle East and North Africa markets in
areas such as infrastructure, renewable energy, IT, energy, entertainment, healthcare and real estate. From 2000 through 2008, Mr. Ogilvie was
the Chief Operating Officer for the CIC Group of companies. During Mr. Ogilvie‘s tenure, CIC sponsored and managed international
investment funds across public equity, private equity and real estate asset classes. CIC had over $1 billion in assets under management. Mr.
Ogilvie oversaw the company‘s investment management group in New York City, as well as its Kuwait based staff. He also served on the
boards of directors and investment committees of each of CIC‘s funds. Mr. Ogilvie is currently a director of Neuralstem, Inc., a
publicly-traded biotherapeutics company whose mission is to apply stem cell research and its patented human neural stem cell technology to
treat diseases of the central nervous system. Mr. Ogilvie is also currently a director of GenSpera, Inc., a publicly traded development stage
oncology company focused on therapeutics that deliver a potent, unique and patented drug directly to tumors. Mr. Ogilvie received a B.S.B.A.
from the University of Denver and a J.D. from University of California-Hastings College of Law. Mr. Ogilvie has been chosen as a director
because we believe we can benefit from his investment and management experience.

         Kevin Randolph. Mr. Randolph, age 61, joined our Board of Directors in June, 2010. Mr. Randolph is currently the President and
CEO of Randolphs.com, LLC, a company that provides interim management, strategic/market/product planning and other services, positions he
has held since founding Randolps.com in 1992. From 1998 to 2000, he was President and CEO of Asia Online, Ltd., headquartered in Hong
Kong. Asia Online provided Internet service, web development, web hosting and systems integration services in 12 countries throughout
Asia. He is a graduate of Washington State University with a degree in Business Administration, majoring in marketing and electrical
engineering. Mr. Randolph has been chosen as a director because we believe we can benefit from his leadership skills and management
experience.

         Marc H. Klee Mr. Klee has served as a member of the Company's board of directors since September, 2010. Mr. Klee was the vice
president of American Fund Advisors from January 1981 until May 1984, its senior vice president from May 1984 until March 2000 and has
been its executive vice president since March 2000. He has also been a director of American Fund Advisors since May 1984. From June
2007-August 2009, Mr. Klee served as president, chief financial officer and secretary of North Shore Acquisition Corp., a blank check
company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an
operating business. From November 2004 until February 2007, Mr. Klee was the president, chief financial officer, secretary and a member of
the board of directors of Ardent Acquisition Corporation. Mr. Klee was the vice president of the John Hancock Technology Series, Inc. from
May 1981 until May 1987 and was co-portfolio manager of the John Hancock Technology Fund from January 1983 to March 2005. Since
September 1999, Mr. Klee has been secretary and a director of BlueStone AFA Management, LLC and since January 2000, has been a director
of the AFA Private Equity Fund 1. Mr. Klee was also the president of the New Jersey Cardinals from February 1990 until April 2006 and vice
president of the Norwich Navigators from March 1991 until April 2005. Mr. Klee received his Bachelor of Arts degree from the State
University of New York at Stony Brook (Phi Beta Kappa) and his Master of Business Administration from the Wharton School of Business at
the University of Pennsylvania. Mr. Klee is a chartered financial analyst. Mr. Klee has been chosen as a director because of his financial
acumen and experience in running both public and private companies.

        All of our directors will hold their positions on the board until our next annual meeting of the stockholders and until their respective
successors have been elected or appointed. Officers serve at the discretion of the board of directors.

         There are no family relationships among our directors and executive officers. There is no arrangement or understanding between or
among our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there is
no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the
current board of directors.

         Our directors and executive officers have not, during the past ten years:


                                                                        60
                 filed a petition under the Federal bankruptcy laws or any state insolvency law by or against, or a receiver, fiscal agent or
                  similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a
                  general partner at or within two years before the time of such filing, or any corporation or business association of which he
                  was an executive officer at or within two years before the time of such filing;

                 been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
                  and other minor offenses);

                 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
                  jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

                          Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool
                           operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures
                           Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter,
                           broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank,
                           savings and loan association or insurance company, or engaging in or continuing any conduct or practice in
                           connection with such activity;

                          Engaging in any type of business practice; or

                          Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with
                           any violation of Federal or State securities laws or Federal commodities laws;

                 been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or state
                  authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity
                  described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

                 been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State
                  securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended,
                  or vacated;

                 found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have
                  violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading
                  Commission has not been subsequently reversed, suspended or vacated;

                 been the subject of, or a party to, any Federal or state judicial or administrative order, judgment, decree, or finding, not
                  subsequently reversed, suspended or vacated, relating to an alleged violation of:

                          Any Federal or state securities or commodities law or regulation;

                          Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a
                           temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or
                           permanent cease-and-desist order, or removal or prohibition order;

                          Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

                 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any
                  self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered
                  entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange,
                  association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Corporate Governance

Board of Directors

         We currently have seven members serving on our Board of Directors, four of which are considered ―independent directors‖ as defined
under the Section 803 of the NYSE Amex Company Guide. All actions of the Board of Directors require the approval of either a majority of
the directors in attendance at a meeting, duly called and noticed, at which a quorum is present or the unanimous written consent of all of the
members of the Board of Directors. During the fiscal year ended December 31, 2009, the Board did not meet but took action by unanimous
written consent twice.

Board Committees

       Prior to the consummation of this offering, the Board of Directors will form an audit committee, a nominating committee and a
compensation committee and adopt charters for all of such committees.


                                                                 61
Code of Ethics

          Prior to the consummation of this offering, the Board of Directors of the Company intends to adopt a code of ethics that applies to our
officers, directors and employees, including our chief executive officer, senior executive officers, principal accounting officer, and other senior
financial officers. A copy of our code of ethics will also be provided to any person without charge, upon written request sent to us at our
offices located at Tengao District, Haicheng City, Liaoning Province, P.R.China 114000. A printed copy of the code of ethics, once adopted,
may be obtained free of charge by writing to us at China For-Gen Corp., Tengao District, Haicheng City, Liaoning Province, 114000, People‘s
Republic of China.


                                                                        62
                                                              EXECUTIVE COMPENSATION

          The following summary compensation table indicates the cash and non-cash compensation earned for years ended December 31, 2009
and 2008 by our Chief Executive Officer and each of our other two highest paid executives, whose total compensation exceeded $100,000 (if
any) for the years ended December 31, 2009 and 2008.

                                                          SUMMARY COMPENSATION TABLE
                                                                                                             Nonqualified
                                                                                        Non-Equity           Deferred
Name and                                                      Stock        Option       Incentive Plan       Compensation       All Other
Principal                      Salary       Bonus             Awards       Awards       Compensation         Earnings           Compensation       Total
Position              Year     ($) (1)      ($) (1) (2)       ($)          ($)          ($)                  ($)                ($)                ($)

Baoquan Wang,           2009       12,305           119,534                                                                                           131,839
President and
Chairman                2008       10,620            59,693            —            —                    —                  —                  —       70,313
Gang Xu,                2009        9,668            26,954                                                                                            36,622
Vice President and
Director                2008        5,186            24,112            —            —                    —                  —                  —       29,298
Jun Fang,               2009        9,668            26,954                                                                                            36,622
Vice President          2008        5,186            24,112            —            —                    —                  —                  —       29,298


(1)         All compensation for the years shown was paid in RMB which, for reporting purposes, has been converted to U.S. dollars at the
            conversion rate of 6.8225 RMB U.S. dollar for 2009 and 6.8282 RMB to one U.S. dollar for 2008.
(2)         Bonuses to its executive officers are determined by the Company‘s Board of Directors and are awarded as a percentage of net
            revenue.

Outstanding Equity Awards at Fiscal Year End

            We have not granted any stock options to our executive officers or directors from inception through the date hereof.

Director Compensation

         Employee directors and non-voting observers do not receive any compensation for their services. Non-employee directors are entitled
to receive a cash payment of $5,000 quarterly. In addition, non-employee directors are entitled to receive compensation for their actual travel
expenses for each Board of Directors meeting attended. Independent directors also receive fifty thousand (50,000) warrants to purchase
Common Stock, vesting quarterly over a two year period at an exercise price equal to the initial public offering price of the Common Stock, as
set forth herein. The chairman of the audit committee will receive an additional $1,250 per quarter and the chairman of each of the
compensation and nominating committees will receive $250 per quarter. Other members of the audit committee receive $625 per quarter and
other members of the compensation and nominating committees receive $125 per quarter.

Executives Employment Contracts

        Except as described below, we currently have no employment agreements with any of our executive officers, nor any compensatory
plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a
change-in-control, or from a change in any executive officer‘s responsibilities following a change-in-control.

         Liaoning Shengsheng has entered into employment agreements with each of Baoquan Wang, Gang Xu and Jun Fang. Each of these
employment agreements provides for a three-year term valid until 2012. Under Chinese law, Liaoning Shengsheng is obligated to pay an
employee compensation equal to one month‘s salary for each year Liaoning Shengsheng has employed such employee, up to twelve years,
upon termination (or upon expiration of any applicable employment agreement), except where (1) the employee has committed a crime or the
employee‘s actions or inactions have resulted in a material adverse effect to Liaoning Shengsheng; (2) the employee is then-receiving a
pension; (3) the employee dies or is declared missing; and (4) Liaoning Shengsheng offers to renew the employment agreement at equal or
higher consideration and the employee does not accept it. If Liaoning Shengsheng terminates an employment agreement before expiration and
without cause, an employee has the right to either enforce the employment agreement or require Liaoning Shengsheng to pay twice the
compensation due thereunder.

Indemnification of Officers and Directors
         We are a Delaware corporation, and accordingly, we are subject to the corporate laws under the Delaware General Corporation
Law. Article Sixth of our second amended and restated certificate of incorporation contains the following indemnification provision for our
directors and officers:

         ―The Corporation shall have the power to indemnify any director, officer, employee or agent of the Corporation or any other person
        who is serving at the request of the Corporation in any such capacity with another corporation, partnership, joint venture, trust or other
        enterprise (including, without limitation, any employee benefit plan) to the fullest extent permitted by the General Corporation Law of
        the State of Delaware as it exists on the date hereof or as it may hereafter be amended, and any such indemnification may continue as
        to any person who has ceased to be director, officer, employee or agent and may inure to the benefit of the heirs, executors and
        administrators of such a person.‖


                                                                       63
                       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information with respect to the beneficial ownership of our common stock by (i) any person or
group owning more than 5% of each class of voting securities, (ii) each director, (iii) each executive officers and (iv) all executive officers and
directors as a group, as of January 5, 2011.

                                                                                                   Amount                 Percent
Name and Address                                                                                   of Beneficial          of Class
of Beneficial Owners       (1)(2)                                                                  Ownership              (3)

Baoquan Wang, President and Chairman                                                                        3,456,000                24.22 %
Jia Yu, Director                                                                                            2,400,000                16.82 %
Zhang Daoxu, Independent Director                                                                                   *                   —
Scott Ogilvie, Independent Director                                                                                 *                   —
Kevin Randolph, Independent Director                                                                                *                   —
Marc Klee, Independent Director                                                                                     *                   —
Gang Xu, Vice President and Director                                                                        2,933,300                20.55 %
Jun Fang, Vice President                                                                                    2,397,900                16.80 %
Lanfeng Wu, Secretary and Treasurer                                                                           812,800                 5.71 %
T Squared Investments LLC(4)                                                                                2,645,099                15.90 %
Silver Rock II, Ltd.(5)                                                                                     1,296,741                 8.33 %
All directors and officers as a group (9 individuals)                                                      12,000,000                84.09 %




* less than 1%

(1)      Unless otherwise noted, the address for each of the named beneficial owners is: Tengao District, Haicheng City, Liaoning Province,
         114000, People‘s Republic of China.

(2)      The Call Option Agreement, as amended and restated, entered into between Ms. Sherry Li and the Call Option Stockholders results in
         Ms. Sherry Li not being the beneficial owner of such Option Shares under Rule 13d-3 of the Securities Exchange Act of 1934, as
         amended (the ―Act‖), pursuant to which:

         (a) Ms. Li has transferred 50 % of the 12 million Option Shares and is expected to transfer the remaining 50% within the next year to
         the Call Option Stockholders for nominal consideration of $0.001/share;

         (b) Ms. Li is not permitted to dispose of any of the Option Shares without the Call Option Stockholders‘ prior written consent and may
         not transfer the Option Shares to anyone except the Call Option Stockholders; and

         (3) The Call Option Stockholders have sole voting and dispositive power over, and sole pecuniary interest in, the Option Shares.

(3)      Unless otherwise noted, the number and percentage of outstanding shares of our common stock is based upon 14,270,948 shares
         outstanding as of January 5, 2011.

(4)      The business address of the named beneficial owner is 1325 Sixth Avenue, New York, NY 10019. The 2,645,099 shares of common
         stock include: (i) 283,200 shares of common stock issued and outstanding as of the date hereof; (ii) 1,314,357 shares of common
         stock issuable upon conversion of such holder‘s convertible promissory notes; (iii) 980,875 shares of common stock issuable upon
         conversion of such holder‘s common stock purchase warrants; and (iv) 66,667 shares of common stock issuable upon conversion of
         such holder‘s common stock purchase warrants. Mark Jensen and Thomas Suave have voting and investment control over such
         securities. Please see the section titled ―Description of Our Securities‖ for a thorough description of such promissory notes and
         warrants.

(5)      The business address of the named beneficial owner is Sable Trust Road, Tortola, BVI. The 1,296,741 shares of common stock
         include: (i) 742,574 shares of common stock issuable upon conversion of such holder‘s Note; and (ii) 554,167 shares of common
         stock issuable upon conversion of such holder‘s common stock purchase warrants. Ezzat Jallad has voting and investment control
         over such securities. Please see the section titled ―Description of Our Securities‖ for a thorough description of such promissory notes
         and warrants.
64
                                    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          As part of the Share Transfer, on June 8, 2009, the Call Option Stockholders entered into the Call Option Agreement with Ms. Li, then
the sole shareholder officer, director and shareholder of China For-Gen, wherein she agreed to transfer a number of shares of the Company
equal to 60% (now approximately 55% as the additional investment right has been exercised by those investors who participated in the 2010
private placement) of the issued and outstanding shares of common stock after our initial public offering. The Call Option Agreement became
effective upon the closing of the Share Transfer. The Call Option Agreement was amended and restated in its entirety on May 12, 2010 to be in
full compliance with PRC laws, including, without limitation, laws with respect to acquisitions by foreign entities and ownership by PRC
citizens in a foreign enterprise.

         Pursuant to the Call Option Agreement, as amended and restated, the option may be exercised by the Call Option Stockholders for
nominal consideration of $0.001/share. The Amended Call Option Agreement provides that Ms. Li may not dispose of any China For-Gen
shares held for the benefit of the Call Option Stockholders without their prior written consent. On December 31, 2010, the Call Option
Stockholders exercised their rights under the Amended Call Option Agreement with respect to 50% of the shares and they have indicated that
they intend to exercise their rights with respect to the remaining 50% on or by December 31, 2011.

        In the first quarter of 2009, Mr. Baoquan Wang, our President and Chairman, made a loan to the Company in the amount of
$968,131. In the first quarter of 2010, Mr. Wang made a loan to the Company in the amount of $63,400. These loans are pursuant to oral
agreements, do not bear interest and are payable on demand.

         Except for the aforementioned transactions, since January 1, 2007, we have not engaged in any material transactions with our
directors, executive officers, holders of more than five percent (5%) of our voting securities, and affiliates of our directors, executive officers
and five percent stockholders. We are not a subsidiary of any company.

Procedures for Approval of Related Party Transactions

         Our board of directors is charged with reviewing and approving all potential related party transactions. All such related party
transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of
such transactions, but instead review them on a case-by-case basis.


                                                                        65
                                                    DESCRIPTION OF OUR SECURITIES

         The following is a summary description of our capital stock and certain provisions of our certificate of incorporation and by-laws,
copies of which have been filed as exhibits to this prospectus. The following discussion is qualified in its entirety by reference to such exhibits.

General

         We are authorized to issue 50,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of preferred stock,
par value $0.001 per share.

         As of January 5, 2011, we had 1 4,270,948 shares of common stock, and 500 ,000 shares of preferred stock (consisting entirely of
Series A Convertible Preferred Stock), issued and outstanding.

          The following is a summary of the material terms of our capital stock.

Common Stock

      Voting: The holders of common stock are entitled to one vote per share on all matters to be voted on by the stockholders. Our
common stock has no cumulative voting rights.

        Dividends : The holders of our common stock are entitled to receive such dividends, if any, as may be declared from time to time by
our Board of Directors, in its discretion, from funds legally available therefor.

          Liquidation: In the event of liquidation or dissolution of the Company, the holders of our common stock are entitled to receive, pro
rata, assets remaining available for distribution to stockholders.

         No Preemptive Rights : Our common stock has no cumulative voting, preemptive or subscription rights and is not subject to any
future calls.

Preferred Stock

          We are authorized to issue 2,000,000 shares of preferred stock. Other than with respect to the Series A Preferred Stock (the ―Series A
Stock‖), which is described below, our board of directors is expressly authorized to provide for the issuance of all or any of the remaining
shares of the preferred stock in one or more series, and to fix the number of shares and to determine or alter, for each such series, such voting
powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating optional, or other rights and such
qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the board of
directors providing for the issuance of such shares and as may be permitted by the Delaware General Corporation Law. The board of directors
is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares
of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares
constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of
such series.

          On May 30, 2008, we designated all such shares of preferred stock as Series A Convertible Preferred Stock (the ―Series A Stock‖) by
filing a certificate of designation with the Secretary of State of Delaware. The Series A Stock is convertible into shares of our common stock at
any time by the holder at an initial conversion price of $.91 per share.

        The Company has the right at any time to repurchase the Series A Stock at a price of $1.14 per share. In lieu of exercising such
repurchase option, the Company may make annual distributions to holders of Series A Stock in an amount equal to two percent (2%) of the net
income of the Company, if any.

         The Series A Stock shall be entitled to a dividend in the amount of 11% per annum, payable monthly. No dividends are permitted to
be paid on our common stock while the Series A Stock is outstanding. The Company is further prohibited from redeeming or repurchasing any
common stock or any other class of Company securities which is junior to or on parity with the Series A Stock while the Series A Stock is
outstanding.

         The Series A Stock has no voting rights, however, so long as any Series A Stock is outstanding, the Company shall not, without the
prior approval of the holders of the Series A Stock then outstanding, (a) alter the powers, preferences or rights of the Series A Stock, (b)
authorize or create any class of securities ranking senior to the Series A Stock as to dividends or distributions of assets, (c) amend its certificate
of incorporation or other charter documents in breach of any of the provisions of the certificate of designation, (d) increase the authorized
number of shares of Series A Stock or (e) enter into any agreement with respect to the foregoing.


                                                                     66
         The Company shall not effect any conversion of the Series A Stock if after giving effect to such conversion, such holder would
beneficially own in excess of 4.9% of the number of shares of our common stock outstanding immediately following such conversion.

         Holders of Series A Stock may be entitled to an additional number of shares of our common stock under certain circumstances in the
event the Company issues common stock, warrants, options or convertible debt or equity with an exercise or conversion price that places a
valuation of less than $42,500,000.

Warrants

May 2008 Private Placement

          On May 30, 2008, the Company conducted a private placement of 500,000 shares of its newly created Series A Convertible Preferred
Stock convertible into 333,333 shares of our common stock and a five-year common stock purchase warrant to purchase up to 666,667
post-reverse split shares of common stock at an exercise price of $1.88 post-reverse split per warrant (equivalent to $1.25 pre-reverse split per
warrant) or 416,667 post-reverse split shares of common stock upon cashless exercise of such warrants (in either event equivalent to 1,000,000
pre-reverse split shares) (the ―2008 Warrant‖). The Company received gross proceeds of $455,000 from the private placement. The 2008
Warrant was exercised in January, 2010 on a cashless basis for 416,667 shares of our common stock. Following the Reverse Split and the
February 2010 private placement, the Series A Convertible Preferred Stock is convertible into 444,119 shares of common stock at a conversion
price of $0.91 per share. The securities were offered pursuant to exemptions from registration provided by Section 4(2) of the Securities Act of
1933, as amended, Regulation D and Rule 506.

        In connection with the May 2008 private placement, we entered into a registration rights agreement to have the shares of common
stock underlying the preferred stock and 2008 Warrant registered for public resale. The filing of the registration statement of which this
prospectus is a part is intended to satisfy certain of our obligations under that registration rights agreement.

February 2010 Private Placement

         On February 12, 2010, the Company received gross proceeds of $2,000,000 from the sale of five year convertible promissory notes,
bearing interest at ten percent (10%) per annum (the ―Notes‖ or the ―2010 Notes‖) and Common Stock Purchase Warrants A and B (each, the
―A Warrants‖ and ―B Warrants‖ and collectively, the ―Warrants‖ or the ―2010 Warrants‖) to various accredited and institutional
investors. Following the Reverse Split, these Notes are convertible into 1,320,133 shares of our common stock. Additionally, such investors
have, as of August 10, 2010, exercised their right to purchase up to an additional $2,500,000 of Notes on terms identical to the Notes purchased
in February 2010, which such Notes are convertible into 1,650,165 post-Reverse Split shares of common stock. Accordingly, such investors
have outstanding Notes convertible into an aggregate of 2,970,298 shares of common stock. The Notes are convertible at any time at the option
of the Note holder.

         Holders of the Notes and Warrants are not entitled to convert their Notes or any Warrants into such number of shares of our common
stock which, when added to the number of shares of common stock beneficially owned by such holder and its affiliates immediately prior to
conversion of such Note or Warrant, would result in beneficial ownership by such holder and its affiliates of more than 4.99% of the
outstanding shares of our common stock. For the purposes of the immediately preceding sentence, ―beneficial ownership‖ is determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder. This restriction may be
waived or amended only with the consent of the applicable Note holder and the consent of holders of a majority of the shares of our
outstanding common stock who are not affiliates of the Company. The securities were offered pursuant to exemptions from registration
provided by Section 4(2) of the Securities Act of 1933, as amended, Regulation D and Rule 506.

         The A Warrants were exercisable for five years at an exercise price of $1.35 per share, for up to an aggregate of 1,662,500 shares of
our common stock. The B Warrants were exercisable for five years at an exercise price of $1.70 per share, for up to an aggregate of an
additional 1,662,500 shares of our common stock. Following the Reverse Split, the A Warrants are exercisable for 1,108,334 shares of
common stock at an exercise price of $2.03 per share and the B Warrants are exercisable for 1,108,333 shares of common stock at an exercise
price of $2.55 per share. There were no adjustments to the exercise price as a result of the Company‘s financial position as of December 31,
2009.

          The exercise price of the A Warrants is subject to further adjustment in the event the Company fails to meet certain earnings per share
projections. In the event the Company‘s net income for the year ended December 31, 2010 is less than $.6163 per share on a fully-diluted
basis, then the exercise price shall be reduced by the percentage shortfall (where net income on a fully diluted basis shall always be defined as
earnings from continuing operations before any non-cash items on a pre-taxed fully diluted basis (including dilution from any options, warrants
and convertible securities) as reported for the fiscal year ended December 31, 2010). The A Warrant exercise price shall be reduced
proportionately by 0% if the earnings are $.6163 per share and by 75% if the earnings are $.1541 per share. For example, if the Company earns
$.4930 per share, or 20% below $.6163 per share, then the A Warrant exercise price shall be reduced by 20%. Such reduction shall
automatically be in effect at the time the December 31, 2010 financial results are reported or at any other time that the initial investor in the
Note and the Company have a written and executed agreement stating otherwise, and shall be made from the starting exercise price of the
warrants being the exercise price of the warrants at that time, and shall be cumulative upon any other changes to the exercise price of the
warrant that may already have been made.


                                                                       67
The exercise price of the B Warrants is also subject to further adjustment in the event the Company fails to meet certain earnings per share
projections. In the event the Company‘s net income for the year ended December 31, 2010 is less than $.6163 per share on a fully-diluted
basis, then the B Warrant exercise price shall be reduced by the percentage shortfall (where net income on a fully diluted basis shall always be
defined as earnings from continuing operations before any non-cash items on a pre-taxed fully diluted basis (including dilution from any
options, warrants and convertible securities) as reported for the fiscal year ended December 31, 2010). The warrant exercise price shall be
reduced proportionately by 0% if the earnings are $.6163 per share and by 75% if the earnings are $.1541 per share. For example, if the
Company earns $0.4930 per share, or 20% below $.6163 per share, then the B Warrant exercise price shall be reduced by 20%. Such reduction
shall automatically be in effect at the time the December 31, 2010 financial results are reported or at any other time that the initial investor in
the Note and the Company have a written and executed agreement stating otherwise, and shall be made from the starting exercise price of the
warrants being the exercise price of the warrants at that time, and shall be cumulative upon any other changes to the exercise price of the
warrant that may already have been made.


                                                                        68
                                                 SHARES ELIGIBLE FOR FUTURE SALE

         As of the closing of this offering, we will have 18,870,948 shares of common stock issued and outstanding , assuming full exercise of
the unde rwriter over-allotment option .

Approximate Number
of Shares Eligible for
Future Sale (1)                     Date
       11,857,715(1)                After the date of this prospectus, freely tradable shares sold or registered in this offering.

(1) Assumes the underwriter‘s over-allotment option to purchase additional shares is not exercised.

          As of January 5, 2011, there were (i) 14,270,948 shares of common stock outstanding, (ii) 10% senior convertible notes convertible
into 2,970,298 shares of common stock, (ii) shares of Series A Convertible Preferred Stock convertible into 444,119 shares of common stock
and (iii) warrants to purchase an aggregate of 2,283,334 shares of common stock. Assuming conversion of all of the 10% senior convertible
notes, conversion of the Series A Convertible Preferred Stock and the exercise of all of the warrants, there will be 24,568,699 shares of
common stock outstanding. 8,068,698 of these shares have been registered for resale in the registration statement of which this prospectus
forms a part. Many of our shares (including all of the shares underlying the Preferred Stock) are currently eligible for resale under Rule 144,
subject to the restrictions set forth therein.

Rule 144

         Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under
Rule 144 promulgated under the Securities Act. In general, under Rule 144 as currently in effect, a person or persons whose shares are
aggregated, who has beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner,
except if the prior owner was one of our affiliates, would be entitled to sell within any three-month period a number of shares that does not
exceed the greater of:

                 1% of the number of shares of our common stock then outstanding (which will equal approximately 188,709 shares
                  immediately after this offering); or

                 the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on
                  Form 144 with respect to the sale, assuming that our common stock is trading at such time.

         Sales by a person deemed to be our affiliate under Rule 144 are also subject to manner of sale provisions and notice requirements and
to the availability of current public information about us.

Registration Rights

          We are obligated to register an aggregate of 5,697,751 shares of common stock issuable upon conversion of our Series A Convertible
Preferred Stock, the Notes and the Warrants pursuant to multiple Registration Rights Agreements executed in connection with the private
placement of such shares, notes and warrants. The registration rights agreements require us to register such shares at such time as we undertake
a reverse merger. The agreement with respect to the Series A Convertible Preferred Stock also requires there be a simultaneous financing
providing gross proceeds to us of not less than $9,500,000 before we are required to register such shares. As we do not intend to effectuate a
reverse merger, we are not obligated to register any of such shares at this time. However, we have determined to include all of such shares in
the registration statement of which this prospectus forms a part. Accordingly, the registration statement, of which this prospectus forms a part,
registers 5,697,751 shares for resale in a separate resale prospectus.

Lock-Up Agreements

          All Call Option Stockholders have entered into a lockup agreement requiring that all such shares shall be held by such stockholders
until the 24 month anniversary of the effectiveness of this registration statement. Notwithstanding the foregoing, during such 24 month period,
an aggregate of 300,000 shares shall be released from lock-up and shall be allowed to be disposed of beginning on the one year anniversary of
the effectiveness of this registration statement and an additional 300,000 shares shall be released from lock-up and shall be allowed to be
disposed of beginning on the date that is the eighteen (18) month anniversary of the effectiveness of this registration statement. The remaining
shares shall continue to be subject to the lock-up until the 24 month anniversary of the effectiveness of this registration statement.
          All other current stockholders of the Company, including the Selling Stockholders, have agreed not to sell or otherwise dispose of
their shares of Common Stock until the three month anniversary of the effectiveness of this Registration Statement.


                                                                       69
                                          MATERIAL PRC INCOME TAX CONSIDERATIONS

         The following discussion summarizes the material PRC income tax considerations relating to the acquisition, ownership and
disposition of our common stock following the consummation of this offering. As used in this discussion, references to ―we,‖ ―our‖ and ―us‖
refer only to China For-Gen.

Resident Enterprise Treatment

         On March 16, 2007, the Fifth Session of the Tenth National People‘s Congress passed the EIT Law, which became effective on
January 1, 2008. Under the EIT Law, enterprises are classified as ―resident enterprises‖ and ―non-resident enterprises.‖ Pursuant to the EIT
Law and its implementing rules, enterprises established outside the PRC whose ―de facto management bodies‖ are located in the PRC are
considered ―resident enterprises‖ and subject to the uniform 25% enterprise income tax rate on their worldwide taxable income. According to
the implementing rules of the EIT Law, ―de facto management body‖ refers to a managing body that in practice exercises overall management
control over the production and business, personnel, accounting and assets of an enterprise.

         On April 22, 2009, the State Administration of Taxation issued the Notice on the Issues Regarding Recognition of Enterprises that are
Domestically Controlled as PRC Resident Enterprises Based on the De Facto Management Body Criteria, which was retroactively effective as
of January 1, 2008. This notice provides that an overseas incorporated enterprise that is controlled domestically will be recognized as a
―tax-resident enterprise‖ if it satisfies all of the following conditions: (i) the senior management responsible for daily production/business
operations are primarily located in the PRC, and the location(s) where such senior management execute their responsibilities are primarily in
the PRC; (ii) strategic financial and personnel decisions are made or approved by organizations or personnel located in the PRC; (iii) major
properties, accounting ledgers, company seals and minutes of board meetings and stockholder meetings, etc., are maintained in the PRC; and
(iv) 50 percent or more of the board members with voting rights or senior management habitually reside in the PRC.

          Given the short history of the EIT law and lack of applicable legal precedent, it remains unclear how the PRC tax authorities will
determine the resident enterprise status of a company organized under the laws of a foreign (non-PRC) jurisdiction, such as us. If the PRC tax
authorities determine we are a ―resident enterprise‖ under the EIT Law, a number of tax consequences could follow. First, we could be subject
to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting
obligations. Second, the EIT Law provides that dividend income between ―qualified resident enterprises‖ is exempt from enterprise income
tax. As a result, if we are treated as a ―qualified resident enterprise,‖ all dividends we receive from Liaoning Shengsheng (assuming such
dividends are considered sourced within the PRC) should be exempt from PRC tax.

          As of the date of this prospectus, there has not been a definitive determination as to our ―resident enterprise‖ or ―non-resident
enterprise‖ status. However, since it is not anticipated that we would receive dividends or generate other income in the near future, we are not
expected to have any income that would be subject to the 25% enterprise income tax on worldwide taxable income in the near future. We will
make any necessary tax payment if we (based on future clarifying guidance issued by the PRC), or the PRC tax authorities, determine that we
are a resident enterprise under the EIT Law, and if we were to have income in the future.

Enterprise Income Tax

         According to article 27 of the Enterprise Income Law of the PRC, effective as of January 1, 2008, and article 86 of the Implementary
Rules of the Enterprise Income Law of the PRC, we are exempted from enterprise income tax derived from seedlings and plantation of trees
and we receive a 50% deduction on enterprise income tax from profit derived from planting flowers.

Dividends From Liaoning Shengsheng

         If we are not treated as a resident enterprise under the EIT Law, then dividends we receive from Liaoning Shengsheng may be subject
to PRC withholding tax. The EIT Law and the implementing rules of the EIT Law provide that (A) an income tax rate of 25% will normally be
applicable to ―non-resident enterprises,‖ which (i) have an establishment or place of business inside the PRC, and (ii) the income in connection
with their establishment or place of business is sourced from the PRC or is earned outside the PRC but has actual connection with their
establishment or place of business inside the PRC, and (B) a PRC withholding tax at a rate of 10% will normally be applicable to dividends
payable to ―non-resident enterprises‖, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or
place of business in the PRC, but the relevant income is not effectively connected with such establishment or place of business, to the extent
such dividends are derived from sources within the PRC.

         As described above, the PRC tax authorities may determine the resident enterprise status of entities organized under the laws of
foreign jurisdictions, on a case-by-case basis. We are a holding company and substantially all of our income may be derived from
dividends. Thus, if we are considered a ―non-resident enterprise‖ under the EIT Law and the dividends paid to us are considered income
sourced within the PRC, such dividends received may be subject to the PRC withholding tax described in the foregoing paragraph.
70
         As of the date of this prospectus, there has not been a definitive determination as to our ―resident enterprise‖ or ―non-resident
enterprise‖ status. We will make any necessary tax withholding if, in the future, Liaoning Shengsheng were to pay any dividends and we
(based on future clarifying guidance issued by the PRC), or the PRC tax authorities, determine that we are a non-resident enterprise under the
EIT Law.

Dividends that Non-PRC Resident Enterprise Investors Receive From Us; Gain on the Sale or Transfer of Our common stock

         If dividends payable to (or gains realized by) our enterprise, but not individual, investors that are not tax residents of the PRC (the
―non-resident investors‖) are treated as income derived from sources within the PRC, then the dividends that non-resident investors receive
from us and any such gain derived by such investors on the sale or transfer of our common stock, may be subject to tax under PRC tax laws.

        Under the PRC tax laws, PRC withholding tax at the rate of 10% is applicable to dividends payable to non-resident investors that (i)
do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC but the relevant
income is not effectively connected with the establishment or place of business, to the extent that such dividends have their sources within the
PRC. Similarly, any gain realized on the transfer of our common stock by such investors is also subject to 10% PRC income tax if such gain is
regarded as income derived from sources within the PRC.

          The dividends paid by us to non-resident investors with respect to our common stock, or gain non-resident investors may realize from
the sale or transfer of our common stock, may be treated as PRC-sourced income and, as a result, may be subject to PRC tax at a rate of 10%.
In such event, we may be required to withhold a 10% PRC tax on any dividends paid to non-resident investors. In addition, non-resident
investors in our common stock may be responsible for paying PRC tax at a rate of 10% on any gain realized from the sale or transfer of our
common stock after the consummation of this offering if such non-resident investors and the gain satisfy the requirements under the PRC tax
laws. However, under the PRC tax laws, we would not have an obligation to withhold PRC income tax in respect of the gains that non-resident
investors (including U.S. investors) may realize from the sale or transfer of our common stock from and after the consummation of this
offering.

          If we were to pay any dividends in the future and if we (based on future clarifying guidance issued by the PRC), or the PRC tax
authorities, determine that we must withhold PRC tax on any dividends payable by us under the PRC tax laws, we will make any necessary tax
withholding on dividends payable to our non-resident investors. If non-resident investors as described under the PRC tax laws (including U.S.
investors) realize any gain from the sale or transfer of our common stock and if such gain were considered as PRC-sourced income, such
non-resident investors would be responsible for paying 10% PRC income tax on the gain from the sale or transfer of our common stock. As
indicated above, under the PRC tax laws, we would not have an obligation to withhold PRC income tax in respect of the gains that non-resident
investors (including U.S. investors) may realize from the sale or transfer of our common stock from and after the consummation of this
offering.

          On December 10, 2009, the SAT released Circular Guoshuihan No. 698 (―Circular 698‖) that reinforces the taxation of certain equity
transfers by non-resident investors through overseas holding vehicles. Circular 698 addresses indirect equity transfers as well as other issues.
Circular 698 is retroactively effective from January 1 2008. According to Circular 698, where a non-resident investor who indirectly holds an
equity interest in a PRC resident enterprise through a non-PRC offshore holding company indirectly transfers an equity interest in a PRC
resident enterprise by selling an equity interest in the offshore holding company, and the latter is located in a country or jurisdiction where the
actual tax burden is less than 12.5 percent or where the offshore income of its residents is not taxable, the non-resident investor is required to
provide the PRC tax authority in charge of that PRC resident enterprise with certain relevant information within 30 days of the execution of the
equity transfer agreement. The tax authorities in charge will evaluate the offshore transaction for tax purposes. In the event that the tax
authorities determine that such transfer is abusing forms of business organization and a reasonable commercial purpose for the offshore holding
company other than the avoidance of PRC income tax liability is lacking, the PRC tax authorities will have the power to re-assess the nature of
the equity transfer under the doctrine of substance over form. A reasonable commercial purpose may be established when the overall
international (including U.S.) offshore structure is set up to comply with the requirements of supervising authorities of international (including
U.S.) capital markets. If the SAT‘s challenge of a transfer is successful, it may deny the existence of the offshore holding company that is used
for tax planning purposes and subject the seller to PRC tax on the capital gain from such transfer. Since Circular 698 has a short history, there
is uncertainty as to its application. We (or a non-resident investor) may become at risk of being taxed under Circular 698 and may be required
to expend valuable resources to comply with Circular 698 or to establish that we (or such non-resident investor) should not be taxed under
Circular 698, which could have a material adverse effect on our financial condition and results of operations (or such non-resident investor‘s
investment in us).

Penalties for Failure to Pay Applicable PRC Income Tax

         Non-resident investors in us may be responsible for paying PRC tax at a rate of 10% on any gain realized from the sale or transfer of
our common stock after the consummation of this offering if such non-resident investors and the gain satisfy the requirements under the PRC
tax laws, as described above.
71
          According to the EIT Law and its implementing rules, the PRC Tax Administration Law (the ―Tax Administration Law‖) and its
implementing rules, the Provisional Measures for the Administration of Withholding of Enterprise Income Tax for Non-resident Enterprises
(the ―Administration Measures‖) and other applicable PRC laws or regulations (collectively the ―Tax Related Laws‖), where any gain derived
by non-resident investors from the sale or transfer of our Securities is subject to any income tax in the PRC, and such non-resident investors fail
to file any tax return or pay tax in this regard pursuant to the Tax Related Laws, they may be subject to certain fines, penalties or punishments,
including without limitation: (1) if a non-resident investor fails to file a tax return and present the relevant information in connection with tax
payments, the competent tax authorities shall order it to do so within the prescribed time limit and may impose a fine up to RMB 2,000
(approximately $302.92 as of Jan uary 5, 2011 ) , and in egregious cases, may impose a fine ranging from RMB 2,000 (approximately $302.92
as of Jan uary 5, 2011 ) to RMB 10,000 (approximately $1,515 as of Jan uary 5, 2011 ); (2) if a non-resident investor fails to pay all or part of
the amount of tax payable, the non-resident investor shall be required to pay the unpaid tax amount payable, a surcharge on overdue tax
payments (the daily surcharge is 0.05% of the overdue amount, beginning from the day the deferral begins), and a fine ranging from 50% to
500% of the unpaid amount of the tax payable; (3) if a non-resident investor fails to file a tax return or pay the tax within the prescribed time
limit according to the order by the PRC tax authorities, the PRC tax authorities may collect and check information about the income items of
the non-resident investor in the PRC and other payers (the ―Other Payers‖) who will pay amounts to such non-resident investor, and send a
―Notice of Tax Issues‖ to the Other Payers to collect and recover the tax payable and impose overdue fines on such non-resident investor from
the amounts otherwise payable to such non-resident investor by the Other Payers; (4) if a non-resident investor fails to pay the tax payable
within the prescribed time limit as ordered by the PRC tax authorities, a fine may be imposed on the non-resident investor ranging from 50% to
500% of the unpaid tax payable; and the PRC tax authorities may, upon approval by the director of the tax bureau (or sub-bureau) of, or higher
than, the county level, take the following compulsory measures: (i) notify in writing the non-resident investor‘s bank or other financial
institution to withhold from the account thereof for payment of the amount of tax payable, and (ii) detain, seal off, or sell by auction or on the
market the non-resident investor‘s commodities, goods or other property in a value equivalent to the amount of tax payable; or (5) if the
non-resident investor fails to pay all or part of the amount of tax payable or surcharge for overdue tax payment, and can not provide a guarantee
to the tax authorities, the tax authorities may notify the frontier authorities to prevent the non-resident investor or their legal representative from
leaving the PRC.

Value-Added Tax

        According to article 15 of the Value-Added Tax Interim Regulation and article 35 the Implementary Rules for Value-Added Tax
Interim Regulation, we are exempt from value-added tax for sales of agriculture products (including flowers, grass, tress and seedlings) we
produce as agricultural producers (including plantation and forestry).

          Because the Company is categorized as in a farm and forest industry, it is entitled to participate in a government subsidy program for
its sapling business. Under the program, the Company collects value added tax (VAT) from customers in an amount equal to 3% of sales
during the year ended December 31, 2009 and 6% of sales during the year ended December 31, 2008. This amount is not required to be
remitted to the government. VAT, which is included in revenue, was $682,735 and $1,251,786 for the years ended December 31, 2009 and
2008 respectively.


                                                                          72
                                                             UNDERWRITING

         Subject to the terms and conditions in the underwriting agreement, dated [              ], 2011, by and between us and Maxim Group
LLC, who is acting as the representative of the underwriters of this offering, each underwriter named below has severally agreed to purchase
from us, on a firm commitment basis, the number of shares of common stock set forth opposite its name below, at the public offering price, less
the underwriting discount set forth on the cover page of this prospectus.

   Underwriter                                                                                                    Number of Shares
   Maxim Group LLC                                                                                                             [         ]
   Total                                                                                                                       [         ]


         The underwriting agreement provides for the purchase of a specific number of shares of common stock by each of the
underwriters. The underwriters‘ obligations are several, which means that each underwriter is required to purchase a specified number of
shares, but is not responsible for the commitment of any other underwriter to purchase shares.

          The underwriters have agreed to purchase all of the shares offered by this prospectus (other than those covered by the over-allotment
option described below) if any are purchased. Under the underwriting agreement, if an underwriter defaults in its commitment to purchase
shares, the commitments of non-defaulting underwriters may be increased or the underwriting agreement may be terminated, depending on the
circumstances. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the shares are
subject to the passing upon certain legal matters by counsel and certain conditions such as confirmation of the accuracy of representations and
warranties by us about our financial condition and operations.

        The shares should be ready for delivery on or about [                              ], 2011 against payment in immediately available
funds. The underwriters may reject all or part of any order.

         We intend to apply to have our common stock listed on the NYSE AMEX under the symbol CFG, which listing is expected to be
effective concurrent with the closing of this offering.

Commissions and Discounts

         The following table provides information regarding the amount of the discount to be paid to the underwriters by us:

                                                                                                                    Total
                                                                                                         Without              With
                                                                             Per Share                Over-Allotment      Over-Allotment

                                                                        $         4.00 – 6.00*    $         16,000,000   $       18,400,000
Public offering price                                                                                    – 24,000,000          – 27,600,000
                                                                        $          0.32 – 0.48    $          1,280,000   $        1,472,000
Underwriting discount                                                                                     – 1,920,000           – 2,208,000
                                                                        $          0.04 – 0.06    $            160,000   $          160,000
Non-accountable expense allowance (1)                                                                       – 240,000            – 240,000
                                                                        $        3.64 – 5.46      $        14,560,000,   $       16,928,000
                                                                                      (without           – 21,840,000          – 25,152,000
                                                                               over-allotment)
                                                                             3.68 – 5.52 (with
Proceeds to us                                                                 over-allotment)




* The range of the maximum offering price is based on bona fide estimate pursuant to Item 501(b)(3) of Regulation S-K.
(1)      The non-accountable expense allowance of 1.0% of the gross proceeds of the offering is not payable with respect to the shares of
         common stock sold upon exercise of the underwriters‘ over-allotment option.
         We estimate that the total expense of this offering excluding the underwriters‘ discount and the non-accountable expense allowance,
         will be approximately $[          ].
         We have agreed to sell the shares of common stock to the underwriters at the initial public offering price less the underwriting
discount set forth on the cover page of this prospectus. The underwriting agreement also provides that Maxim Group LLC the representative of
the underwriters, will be paid a non-accountable expense allowance equal to 1.0% of the gross proceeds from the sale of the shares of common
stock offered by this prospectus ($[        ] of which has been previously advanced to Maxim Group LLC), exclusive of any common stock
purchased on exercise of the underwriters‘ over-allotment option.

Pricing of Securities

          The representative has advised us that the underwriters propose to offer the shares directly to the public at the public offering price
that appears on the cover page of this prospectus. In addition, the representative may offer some of the shares to other securities dealers at such
price less a concession of $[         ] per share. The underwriters may also allow, and such dealers may reallow, a concession not in excess of
$[        ] per share to other dealers. After the shares are released for sale to the public, the representatives may change the offering price and
other selling terms at various times.


                                                                        73
           Prior to this offering, there was no public market for our securities. The public offering price of our common stock was determined
by negotiation between us and the underwriters. The principal factors considered in determining the public offering price of the shares
included:

                  the information in this prospectus and otherwise available to the underwriters;

                  the history and the prospects for the industry in which we compete;

                  the ability of our management;

                  the prospects for our future earnings;

                  the present state of our development and our current financial condition;

                  the general condition of the economy and the securities markets in the United States at the time of this offering; and

                  other factors we deemed relevant.

         We can offer no assurances that the public offering price in this offering will correspond to the price at which our shares will trade in
the public market following this offering or that an active trading market for our shares will develop and continue after this offering.

Over-allotment Option

         We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this
prospectus, permits the underwriters to purchase a maximum of 600,000 additional shares from us to cover over-allotments. If the underwriters
exercise all or part of this option, they will purchase shares covered by the option at the public offering price that appears on the cover page of
this prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be $[     ] million and the
total proceeds to us will be $[             ] million. The underwriters have severally agreed that, to the extent the over-allotment option is
exercised, they will each purchase a number of additional shares proportionate to the underwriter‘s initial amount reflected in the foregoing
table.

Representative’s Warrant

         We have also agreed to issue to Maxim Group, for $100, a common stock purchase warrant to purchase a number of shares of our
common stock equal to an aggregate of five percent (5%) of the shares sold in the offering. The warrant will have an exercise price equal to
110% of the offering price of the shares sold in this offering. The warrants are exercisable commencing six (6) months after the effective date
of the registration statement related to this offering, and will be exercisable for five (5) years thereafter. The warrant is not redeemable by us,
and allows for ―cashless‖ exercise. The warrant also provides for one demand registration right at our expense, one demand registration right at
the warrant holders‘ expense and for unlimited ―piggyback‖ registration rights at our expense with respect to the underlying shares of common
stock during the five (5) year period commencing six (6) months after the effective date. Pursuant to the rules of the Financial Industry
Regulatory Authority, Inc., or FINRA, and in particular FINRA Rule 5110, the warrants (and underlying shares) issued to Maxim Group may
not be sold, transferred, assigned, pledged, or hypothecated, or the subject of any hedging, short sale, derivative, put or call transaction that
would result in the effective disposition of the securities by any person for a period of 180 days immediately following the date of delivery and
payment for the shares offered provided, however, the warrant (and underlying shares) may be transferred to officers or directors of Maxim
Group and members of the underwriting syndicate and their affiliates as long as the warrants (and underlying shares) remain subject to the
lockup.

Right of First Refusal

         We have granted the representative of the underwriters a right of first refusal to act as our lead underwriter or placement agent in any
and all of our future public and private equity offerings for a period of 24 months from the closing of this offering.

Lock-Up

         The Call Option Stockholders have entered into a lockup agreement requiring that all such shares be held by such stockholders until
the 24 month anniversary of the effectiveness of this registration statement. Notwithstanding the foregoing, during such 24 month period, an
aggregate of 300,000 shares shall be released from lock-up and shall be allowed to be disposed of beginning on the one year anniversary of the
effectiveness of this registration statement and an additional 300,000 shares shall be released from lock-up and shall be allowed to be disposed
of beginning on the date that is the eighteen (18) month anniversary of the effectiveness of this registration statement. The remaining shares
shall continue to be subject to the lock-up until the 24 month anniversary of the date of effectiveness of this registration statement. This means
that, during the applicable lock-up period following the date of this prospectus, such persons may not offer, sell, pledge or otherwise dispose of
these securities without the prior written consent of T Squared Investments LLC, who may also waive the terms of these lock-ups. See ―Shares
Eligible for Future Sale.‖ T Squared Investments LLC has no present intention to waive or shorten the lock-up period; however, the terms of
the lock-up agreements may be waived in its discretion. In determining whether to waive the terms of the lock-up agreements, T Squared
Investments LLC may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in
general, and the trading pattern of, and demand for, our securities in general.


                                                                       74
          All other current stockholders of the Company, including the Selling Stockholders, have agreed not to sell or otherwise dispose of
their shares of Common Stock until the three month anniversary of the effectiveness of this Registration Statement.

Representation on the Board of Directors

         Upon execution of the underwriting agreement, Maxim Group will have the right to designate one member of our Board of Directors
and have one additional Maxim Group representative attend all meetings of our Board of Directors. This obligation will continue for three
years. In addition, the Maxim Group designee and representative will receive the same compensation as the highest paid non-employee
director on the Board of Directors other than the Chairman of the Audit Committee and be entitled to have expenses reimbursed. The Maxim
Group designee is Marc Klee.

Other Matters

           The underwriting agreement provides for indemnification between us and the underwriters against specified liabilities, including
liabilities under the Securities Act, and for contribution by us and the underwriters to payments that may be required to be made with respect to
those liabilities. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification liabilities under the
Securities Act is against public policy as expressed in the Securities Act, and is therefore, unenforceable.

          A prospectus in electronic format may be made available on a website maintained by the representatives of the underwriters and may
also be made available on a website maintained by other underwriters. The underwriters may agree to allocate a number of shares to
underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives of the
underwriters to underwriters that may make Internet distributions on the same basis as other allocations. In connection with the offering, the
underwriters or syndicate members may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that
are printable as Adobe® PDF will be used in connection with this offering.

        The underwriters have informed us that they do not expect to confirm sales of shares of common stock offered by this prospectus to
accounts over which they exercise discretionary authority.

Stabilization

          Until the distribution of the shares of common stock offered by this prospectus is completed, rules of the SEC may limit the ability of
the underwriters to bid for and to purchase our shares of common stock. As an exception to these rules, the underwriters may engage in
transactions effected in accordance with Regulation M under the Securities Exchange Act of 1934 that are intended to stabilize, maintain or
otherwise affect the price of our common stock. The underwriters may engage in over-allotment sales, syndicate covering transactions,
stabilizing transactions and penalty bids in accordance with Regulation M.

                 Stabilizing transactions permit bids or purchases for the purpose of pegging, fixing or maintaining the price of the common
                  stock, so long as stabilizing bids do not exceed a specified maximum.

                 Over-allotment involves sales by the underwriters of shares of common stock in excess of the number of shares of common
                  stock the underwriters are obligated to purchase, which creates a short position. The short position may be either a covered
                  short position or a naked short position. In a covered short position, the number of shares of common stock over-allotted by
                  the underwriters is not greater than the number of shares of common stock that they may purchase in the over-allotment
                  option. In a naked short position, the number of shares of common stock involved is greater than the number of shares in the
                  over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment
                  option or purchasing shares of our common stock in the open market.

                 Covering transactions involve the purchase of securities in the open market after the distribution has been completed in order
                  to cover short positions. In determining the source of securities to close out the short position, the underwriters will consider,
                  among other things, the price of securities available for purchase in the open market as compared to the price at which they
                  may purchase securities through the over-allotment option. If the underwriters sell more shares of common stock than could
                  be covered by the over-allotment option, creating a naked short position, the position can only be closed out by buying
                  securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there
                  could be downward pressure on the price of the securities in the open market after pricing that could adversely affect
                  investors who purchase in this offering.


                                                                        75
                  Penalty bids permit the underwriters to reclaim a selling concession from a selected dealer when the shares of common stock
                   originally sold by the selected dealer are purchased in a stabilizing or syndicate covering transaction.

        These stabilizing transactions, covering transactions and penalty bids may have the effect of raising or maintaining the market price of
our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock
may be higher than the price that might otherwise exist in the open market.

          Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have
on the prices of our common stock. These transactions may occur on the NYSE AMEX Stock Exchange or on any other trading market. If any
of these transactions are commenced, they may be discontinued without notice at any time.

Foreign Regulatory Restrictions on Purchase of Shares

          We have not taken any action to permit a public offering of the shares outside the United States or to permit the possession or
distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must
inform themselves about and observe any restrictions relating to this offering of ordinary shares and the distribution of the prospectus outside
the United States.

                                                    TRANSFER AGENT AND REGISTRAR

      The Transfer Agent and Registrar for shares of our common stock and preferred stock is Continental Stock Transfer & Trust
Company. Our Transfer Agent and Registrar‘s telephone number is (212) 509-4000.

                                                                LEGAL MATTERS

         The validity of the securities offered hereby has been passed upon for us by Ellenoff Grossman & Schole LLP, New York, New
York. In addition, legal matters relating to the PRC in connection with this offering will be passed upon for us by Global Law Offices,
Beijing, PRC. Loeb & Loeb, LLP, New York, New York is acting as counsel to the underwriters in this offering.

                                                                     EXPERTS

          Our financial statements for the years ended December 31, 2008 and December 31, 2009 have been included in this prospectus and in
the registration statement in reliance upon the report of Paritz & Company, independent registered public accounting firm, appearing elsewhere
in this prospectus and upon the authority of that firm as experts in auditing and accounting.

                                            INTERESTS OF NAMED EXPERTS AND COUNSEL

         No ―expert‖ or ―counsel‖ as defined by Item 509 of Regulation S-K promulgated under the Securities Act, whose services were used
in the preparation of this Form S-1, was hired on a contingent basis or will receive a direct or indirect interest in us or our parents or
subsidiaries, nor was any of them a promoter, underwriter, voting trustee, director, officer or employee of the Company.

                                    SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS

         Some of our directors and officers reside in the PRC and substantially all of our assets are located in the PRC. In addition, certain
―experts‖ named in this prospectus are located in the PRC. As a result, it may be difficult or impossible for you to effect service of process on
our officers and directors or those experts within the United States.

         Global Law Offices, our counsel as to PRC law, has advised us there is uncertainty as to whether the courts of the PRC would
(1) recognize or enforce judgments of United States courts obtained against our officers or directors or the experts named in this prospectus
based on the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions
brought in the PRC against our officers or directors or the experts named in this prospectus based on the securities laws of the United States or
any state in the United States.

                                              WHERE YOU CAN FIND MORE INFORMATION

          We have filed with the United States Securities and Exchange Commission, 100 F. Street, N.E., Washington, D.C. 20549, a
registration statement on Form S-1 under the Securities Act for the common stock offered by this prospectus. We have not included in this
prospectus all the information contained in the registration statement and you should refer to the registration statement and its exhibits for
further information.


                                                                     76
        The registration statement and other information may be read and copied at the SEC's Public Reference Room at 100 F. Street N.E.,
Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains a web site (http://www.sec.gov) that contains the registration statements, reports, proxy and information
statements and other information regarding registrants that file electronically with the SEC such as us.

        You may also read and copy any reports, statements or other information that we have filed with the SEC at the addresses indicated
above and you may also access them electronically at the web site set forth above. These SEC filings are also available to the public from
commercial document retrieval services.


                                                                    77
                                 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                                             FOR SECURITIES ACT LIABILITIES

         Our bylaws provide that we will indemnify our directors and officers to the extent required by the Delaware General Corporation Law
and shall indemnify such individuals to the extent permitted by Delaware law.

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses
incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


                                                                        78
                                               INDEX TO FINANCIAL STATEMENTS

                                                                 INDEX

                                                                                                                        Page

Report of Independent Registered Public Accounting Firm                                                                        F-2

Financial Statements (audited):

    Consolidated Balance Sheets for the Fiscal Years Ended December 31, 2009 and 2008                                          F-3

    Consolidated Statements of Income and Comprehensive Income for the Fiscal Years Ended December 31, 2009 and 2008           F-4

    Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2009 and 2008                                F-5

    Consolidated Statements of Changes in Stockholders' Equity                                                                 F-6

Notes to Financial Statements for the Fiscal Year Ended December 31, 2009                                                      F-7

Financial Statements (unaudited):

    Consolidated Balance Sheets for the Nine Months Ended September 30, 2010 and the Fiscal Year Ended December 31,
    2009                                                                                                                   F-13

    Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2010
    and 2009                                                                                                               F-14

    Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009                            F-15

    Consolidated Statements of Changes in Stockholders' Equity                                                             F-16

    Notes to Financial Statements for the Nine Months Ended September 30, 2010                                             F-17


                                                                   F-1
                             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
China For-Gen Corp.

We have audited the accompanying consolidated balance sheets of China For-Gen Corp. and Subsidiary as of December 31, 2009 and 2008 and
the related consolidated statements of income and comprehensive income, changes in stockholders‘ equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China
For-Gen Corp. and Subsidiary as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America.

/S/ Paritz & Company, P.A.

Hackensack, New Jersey
May 6, 2010


                                                                      F-2
                                                     CHINA FOR-GEN CORP.
                                                 CONSOLIDATED BALANCE SHEETS

                                                                                                              December 31,
                                                                                                           2009            2008
                                                Assets
Current assets
 Cash and cash equivalents                                                                             $      843,358   $      612,971
 Accounts receivable                                                                                       10,895,902        7,403,788
 Deposits                                                                                                   7,581,584        6,703,051
 Income tax receivables                                                                                     2,962,539          823,779
 Inventories                                                                                                5,963,585        5,984,432
 Other receivables                                                                                             11,118           24,423
 Total current assets                                                                                      28,258,086       21,552,444

Property, plant and equipment                                                                               2,723,201        2,977,488

Total assets                                                                                           $   30,981,287   $   24,529,932


                               Liabilities and stockholders' equity
Current liabilities
  Trade accounts payable                                                                               $          309   $    1,157,621
  Loan payable stockholder                                                                                          -           71,933
  Accrued expenses and other payables                                                                         409,984          459,703
  Advance from customer                                                                                     1,039,398                -
Total current liabilities                                                                                   1,449,691        1,689,257

Warrant liabilities                                                                                          106,925          106,925

Stockholders' equity
  Preferred stock: par value $0.001; 500,000 shares authorized, 500,000 shares issued and authorized             500              500
  Common stock: par value $0.001; 21,500,000 shares authorized, 13,854,281 and 13,854,281 shares
  issued and outstanding at December 31, 2009 and 2008, respectively                                           13,854           13,854
  Additional paid in capital                                                                                5,435,232        5,435,232
  Retained earnings                                                                                        21,379,363       14,722,854
  Accumulated other comprehensive income                                                                    2,595,722        2,561,310
Total stockholders' equity                                                                                 29,424,671       22,733,750

Total Liabilities and stockholders' equity                                                             $   30,981,287   $   24,529,932



                                                                     F-3
                                          CHINA FOR-GEN CORP.
                      CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                                            Year ended December 31,
                                                                             2009            2008

Sales                                                                   $    23,615,957   $   22,146,254

Cost of goods sold                                                      $     6,351,073   $   10,428,042

Gross profit                                                            $    17,264,884   $   11,718,212

Operating expenses
 Selling expense                                                        $     3,561,550   $    4,206,849
 General and administrative expenses                                    $       912,870   $      830,813
Total operating expenses                                                $     4,474,420   $    5,037,662

Operating income                                                        $    12,790,464   $    6,680,550

Other income
 Interest income                                                        $        5,211    $       8,221
Total other income                                                      $        5,211    $       8,221

Net income                                                              $    12,795,675   $    6,688,771

Foreign Currency Translation Adjustment                                 $       34,412    $    1,138,567

  Comprehensive Income                                                  $    12,830,087   $    7,827,338

  Net income from common share
  Earnings per share – Basic                                            $          0.92               0.48

  Earnings per share Diluted                                                       0.92               0.48


  Weighted average common share outstanding
  Basic                                                                      13,854,281       13,854,281

  Diluted                                                                    13,854,281       13,854,281



                                                 F-4
                                                     CHINA FOR-GEN CORP.
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                        Year ended December 31,
                                                                                         2009            2008
Cash flows from operating activities:
  Net income                                                                        $    12,795,675     $   6,688,771
  Adjustments to reconcile net income to net cash provided by operations:
    Depreciation and amortization                                                          259,509            391,905
    Changes in operating liabilities and assets:
      Trade accounts receivable                                                          (3,430,109 )          389,119
      Advance to suppliers                                                               (1,002,110 )       (1,366,031 )
      Inventories                                                                            26,406         (4,728,944 )
      Other receivables                                                                      13,305
      Trade accounts payable                                                             (1,157,311 )       1,136,396
      Advance from customer                                                               1,039,398
      Accrued expenses                                                                      (49,720 )          203,422
      Income tax receivable                                                              (2,078,882 )       (2,065,650 )
    Net cash provided by operating activities                                             6,419,755            648,988

Cash flows from investing activities:
  Purchases of plant and equipment                                                           (2,923 )          (8,476 )
  Prepaid leased land                                                                             -           (97,670 )
    Net cash used in investing activities                                                    (2,923 )        (106,146 )

Cash flows from financing activities:
  Proceeds from issued shares                                                                     -            455,000
  Related party payable                                                                     (48,391 )       (1,204,506 )
  Dividend paid                                                                          (6,139,166 )                -
    Net cash used in financing activities                                                (6,187,557 )         (749,506 )

  Effect of rate changes on cash                                                              1,112             46,437

  Increase (decrease) in cash and cash equivalents                                         230,387           (160,227 )
  Cash and cash equivalents, beginning of period                                           612,971            773,198
  Cash and cash equivalents, end of period                                          $      843,358            612,972


Supplemental disclosures of cash flow information:
  Income taxes paid in cash                                                         $     2,137,989     $   2,091,470



                                                                    F-5
                                                  CHINA FOR-GEN CORP.
                               CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                   Series A                                                                    Additional                                Other
                               Preferred Stock              Common Stock                  Registered            Paid in          Retained            Comprehensive
                            Shares          Amount       Shares        Amount              Capital              Capital          Earnings               Income             Totals

Balance: December 31,
2007                                -    $           -            -   $         -    $       4,228,841     $       872,671   $     8,034,083     $         1,422,743   $   14,558,338

Sale of 500,000 preferred
shares                       500,000     $      500                                            347,575                                                                        348,075

Reverse acquisition                                      13,854,281       13,854            (4,576,415 )         4,562,561                                                           -

Foreign currency
translation adjustments                                                                                                                                    1,138,567        1,138,567

Net income                                                                                                                         6,688,771                                6,688,771

Balance: December 31,
2008                         500,000     $      500      13,854,281   $   13,854                       0         5,435,232        14,722,854               2,561,310   $   22,733,750

Dividend paid                                                                                                                     (6,139,166 )                             (6,139,166 )

Foreign currency
translation adjustments                                                                                                                                      34,412            34,412

Net income                                                                                                                        12,795,675                               12,795,675

Balance: December 31,
2009                         500,000     $      500      13,854,281   $   13,854                       0         5,435,232        21,379,363               2,595,722   $   29,424,671




                                                                                    F-6
                                                    CHINA FOR-GEN CORPORATION
                                                   NOTES TO FINANCIAL STATEMENTS

1. Nature of operations

China For-Gen Corporation (―the Company‖) was incorporated in the State of Delaware on February 26th, 2008. The Company acquired all of
the equity interests of Liaoning Shengsheng Biotechnological Co., Ltd. (―Liaoning Shengsheng‖), a company incorporated in the People‘s
Republic of China (the ―PRC‖) on November 24, 2000. Since its inception, Liaoning Shengsheng has been an agricultural and forestry
company engaged in the breeding, cloning and sale of plant seedlings and specialized transgenic plant seedlings, and the research and
development of seedling breeding technologies.

2.   Acquisition

Pursuant to the Share Transfer Agreement entered into on March 26, 2009 (the ―Share Transfer‖) between the shareholders of Liaoning
Shengsheng and the Company, we acquired Liaoning Shengsheng and its wholly-owned subsidiary, Pusheng. The closing of the Share
Transfer (the ―Closing‖) took place on May 6, 2009 whereby we acquired all RMB 35,000,000 (approximately $5.15 million as of June 21,
2010) of the registered capital of Liaoning Shengsheng (the ―Shengsheng Shares‖) from all of its shareholders in consideration for $5.12
million. In February, 2010, the Company paid $1.28 million to the Shengsheng Shareholders, who are included among the selling stockholders
hereunder. As a result of the Closing, Liaoning Shengsheng became a wholly foreign-owned subsidiary (―WFOE‖) of China For-Gen.

As part of the Share Transfer, on June 8, 2009, certain officers and directors of the Company (the ―Grantees‖) entered into a call option
agreement (the ―Call Option Agreement‖) with Ms. Sherry Li (―Ms. Li‖), then the sole shareholder officer, director and shareholder of China
For-Gen, wherein she agreed to transfer a number of shares of the Company equal to 60% (now approximately 55% since the additional
investment right was exercised by those investors who participated in the February 2010 private placement) of the issued and outstanding
shares of common stock after an initial public offering. The Call Option Agreement became effective upon the closing of the Share
Transfer. The option may be exercised by the Grantees for nominal consideration. The Call Option Agreement provides that Ms. Li may not
dispose of any of the shares owned by Ms. Li in China For-Gen without the Grantee‘s prior written consent.

The transaction was accounted for as a reverse merger and, accordingly, the Company is the legal surviving entity and Liaoning Shengsheng is
the accounting acquirer.

3.   Summary of Significant Accounting Policies

Basis of presentation

On May 11, 2010, the Company effected a 1:1.5 reverse split of the Company‘s issued and outstanding common stock, decreasing the number
of outstanding shares from 20,781,421 to 13,854,281 as of December 31, 2009. These statements have been adjusted to reflect this reverse split
on a historical pro-forma basis.

The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant
inter-company balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those
estimates and such differences could be material.

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand and demand deposits held by banks. Deposits held in financial institutions in the PRC are not
insured by any government entity or agency.


                                                                        F-7
                                                   CHINA FOR-GEN CORPORATION
                                                  NOTES TO FINANCIAL STATEMENTS

3.   Summary of Significant Accounting Policies

Accounts Receivable

The Company extends unsecured credit to its customers in the ordinary course of business. Trade accounts receivable are recognized and
carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful accounts is established and
determined based on management‘s assessment of known requirements, aging of receivables, payment history, the customer‘s current credit
worthiness and the economic environment. There was no allowance for doubtful accounts as of December 31, 2009 and 2008.

Inventories

Inventories consist of trees grown from seedlings developed by the Company and trees purchased and grown for resale. The costs of growing
trees are capitalized into inventory until the time of harvest. Once a tree is harvested and sold, the related inventoried costs are recognized as a
cost of sale to provide an appropriate matching of expenses with the related revenue earned. The Company states its inventories at the lower of
cost or net realizable value.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over
the useful lives of the assets. Land lease acquisition costs are amortized over the life the lease. Major renewals are capitalized and depreciated;
maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost
and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Revenue Recognition

Our revenues consist of sales of genetically modified saplings. Sales are recognized in accordance with SEC Staff Accounting Bulletin
(―SAB‖) No. 104 included in the codification as ASC 605, Revenue Recognition, when the following four revenue criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable and collectability is reasonably assured. No
return allowance is made as products are normally not returnable upon acceptance by the customers.

The price at which we sell fast-growing poplar seedlings is based on numerous factors, including: market price changes of fast-growing poplar
seedlings; regional supply of fast-growing poplar seedlings; seasonal availability of seedlings and demand for fast-growing poplar
seedlings. Generally, it takes 20 days for a single transaction to be consummated. This time frame includes negotiation of terms, execution of
contract, preparation, delivery, transportation, planting of products and receipt of payment. For larger transactions, it can take up to one year
for the last payment to be made.

Because the Company is categorized as in a farm and forest industry, it is entitled to participate in a government subsidy program for its sapling
business. Under the program, the Company collects value added tax (VAT) from customers in an amount equal to 3% of sales during the year
ended December 31, 2009 and 6% of sales during the year ended December 2008. This amount is not required to be remitted to the
government. VAT, which is included in revenue, was $682,735 and $1,251,786 for the years ended December 31, 2009 and 2008 respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A
valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able
to realize their benefits, or that future deductibility is uncertain.

Impairment of Long-Lived Assets

Long-term assets of the Company are reviewed annually to assess whether the carrying value has become impaired according to the guidelines
established in Statement of Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” No
impairment of assets was recorded in the periods reported.
Derivative Financial Instruments

In connection with the sale of debt or equity instruments, we may sell options or warrants to purchase our common stock. In certain
circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity
instruments may contain embedded derivative instruments, such as embedded derivative features, which in certain circumstances may be
required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. Derivative
financial instruments are recorded as liabilities in the consolidated balance sheet, measured at fair value. When available, quoted market prices
are used in determining fair value. However, if quoted market prices are not available, we estimate fair value using either quoted market prices
of financial instruments with similar characteristics or other valuation techniques. The derivative instrument liabilities are re-valued at the end
of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in
which the changes occur.


                                                                       F-8
                                                   CHINA FOR-GEN CORPORATION
                                                  NOTES TO FINANCIAL STATEMENTS

3.   Summary of Significant Accounting Policies

Foreign Currency and Comprehensive Income
The accompanying financial statements are presented in US dollars. The functional currency is the Renminbi (―RMB‖) of the PRC. The
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.

Accumulated other comprehensive income represents foreign currency translation adjustments.

Net Income Per Share

Basic net income per share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted
net income per share is computed on the basis of the weighted average number of common shares and common share equivalents outstanding.
Dilutive securities having an anti-dilutive effect on diluted net income per share are excluded from the calculation. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at
the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the
period.

New accounting pronouncement

On September 30, 2009, the Company adopted changes issued by the FASB to the authoritative hierarchy of generally accepted accounting
principles (―GAAP‖). These changes establish the FASB Accounting Standards Codification TM (―Codification‖) as the source of
authoritative accounting principles recognized by the FASB to be used in the preparation of financial statements of nongovernmental entities
that are presented in conformity with GAAP in the U.S. The Codification was effective for financial statements issued for interim and annual
periods ending after September 15, 2009. The adoption had no material impact on the Company‘s consolidated results of operations or
financial condition.

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for us beginning July 1, 2010, with
earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software
components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition
guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued
authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition
guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot
be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative
selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method
affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not have a material impact on our
financial statements.

4.         Deposits
Deposits consist of the following:
                                                                           December 31,        December 31,
                                                                              2009                2008
         Equipment purchase                                            (a) $ 7,205,413         $          -
         Business acquisition                                          (b)      292,903                   -
         Property with trees                                           (c)            -           6,645,012
         Supplies                                                                83,268              58,039
                                                                                      -                   -
                                                                              7,581,584           6,703,051

         a.   In April 2009, Liaoning entered into an agreement to purchase equipment for RMB 61,500,000 (approximately
              $9,000,000). This equipment will be used in a factory the Company intends to build in the city of Karamai to produce wood
              panel. Payment made to this supplier under this agreement totaled RMB 49,200,000 (approximately $7,200,000) as of December
              31, 2009. Under this Agreement, the equipment vendor will design, manufacture, deliver, and set up all equipment required for
              manufacturing artificial board, or Medium Density Fiberboard.
         b.   In May 2009, Liaoning entered into an agreement to acquire 80% of the outstanding shares of Daxinganling Tuqiangbeiji Wood
Co. Ltd. for RMB31,000,000 (approximately $4.56 million as of June 21, 2010). A deposit of RMB2,000,000 (approximately
$294,221.48 as of June 21, 2010) was paid as of December 31, 2009.


                                                   F-9
                                                   CHINA FOR-GEN CORPORATION
                                                  NOTES TO FINANCIAL STATEMENTS

         c.   The balance as of December 31, 2008 represents the prepayment to Karamai Pulin Ecology and Technology Co., Ltd to purchase
              trees and timber.

5.       Property, Plant and Equipment

Property, Plant and Equipment consists of the following:

                                                 December 31,         December 31,         Estimated Useful
                                                     2009                 2008                   Life
         Land use rights                        $        61,704      $       132,927         Life of lease
         Buildings                                    2,932,790            2,930,043          10-30 years
         Machinery and equipment                      1,130,164            1,129,106           3-8 years
         Vehicles                                       139,306              139,175           5-8 years
         Computer and office equipment                   83,917               80,912           3-5 years
         Office equipment                                 9,710                9,701           3-5 years
         Total property, plant and equipment          4,357,591            4,421,865
         Accumulated depreciation                    (1,634,390 )         (1,444,377 )
                                                      2,723,201            2,977,488

6.       Advance from customer

Advance from customer consists of deposit from a customer. This amount is noninterest bearing.

7.       Stockholders’ equity

In May 2008, the Company amended and restated Certificate of Incorporation to authorize the issuance of 22,000,000 shares, consisting of
500,000 preferred shares and 21,500,000 are common shares, par value $.001 per share.

In May 2008, the Company sold 500,000 shares of Series A preferred shares (―Preferred Stock‖) and 1,000,000 warrants to purchase 0.66 (1.00
share pre-reverse split) share of the Company‘s common stock for an aggregate consideration of $455,000. Each share of Preferred Stock is
convertible into 0.66 (1.00 share pre-reverse split) share of common stock. The Company has the right at any time to repurchase the Series A
Stock at a price of $1.71 ($1.14 per share pre-reverse split) per share. In lieu of exercising such repurchase option, the Company may make
annual distributions to holders of Series A Stock in an amount equal to two percent (2%) of the net income of the Company, if any.

The Series A Stock shall be entitled to a dividend in the amount of 11% per annum, payable monthly. No dividends are permitted to be paid on
Company common stock while the Series A Stock is outstanding. The Company is further prohibited from redeeming or repurchasing any
common stock or any other class of Company securities which is junior to or on parity with the Series A Stock while the Series A Stock is
outstanding.

The Series A Stock has no voting rights, however, so long as any Series A Stock is outstanding, the Company shall not, without the prior
approval of the holders of the Series A Stock then outstanding, (a) alter the powers, preferences or rights of the Series A Stock, (b) authorize or
create any class of securities ranking senior to the Series A Stock as to dividends or distributions of assets, (c) amend its certificate of
incorporation or other charter documents in breach of any of the provisions of the certificate of designation, (d) increase the authorized number
of shares of Series A Stock or (e) enter into any agreement with respect to the foregoing.

The Company shall not effect any conversion of the Series A Stock if after giving effect to such conversion, such holder would beneficially
own in excess of 4.9% of the number of shares of our common stock outstanding immediately following such conversion.


                                                                       F-10
                                                  CHINA FOR-GEN CORPORATION
                                                 NOTES TO FINANCIAL STATEMENTS

Holders of Series A Stock may be entitled to an additional number of shares of our common stock under certain circumstances in the event the
Company issues common stock, warrants, options or convertible debt or equity with an exercise or conversion price that places a valuation of
less than $42,500,000.

8. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share of common stock:

                                                                                              Years Ended December 31,
                                                                                               2009             2008
Basic net income per share:
Numerator:
Net income used in computing basic net income per share                                   $     12,795,675     $      6,688,771
Net income applicable to common shareholders                                              $     12,795,675     $      6,688,771

Denominator:
Weighted average common shares outstanding                                                      13,854,281           13,854,281
Basic net income per share                                                                $           0.92     $           0.48

Diluted net income per share:
Numerator:
Net income used in computing diluted net income per share                                 $     12,795,675     $      6,688,771
Net income applicable to common shareholders                                              $     12,795,675     $      6,688,771

Denominator:
Weighted average common shares outstanding                                                      13,854,281           13,854,281
Weighted average effect of dilutive securities:
Shares used in computing diluted net income per share                                           13,854,281           13,854,281
Diluted net income per share                                                              $           0.92     $           0.48

As of December 31, 2009, the Company had 500,000 shares of Series A Convertible P referred S tock outstanding and 1,000,000 warrants (on
a pre-reverse split basis). The Series A Convertible Preferred Stock had a $0.91 conversion price on a pre-reverse split basis), which was the
same as the fair value of the Company‘s common stock on December 31, 2009. The warrants had an exercise price of $1.25 per share (on a
pre-reverse split basis), which is greater than the fair value of the Company‘s common stock on December 31, 2009. The 500,000 shares of
Series A Convertible Preferred Stock and 1,000,000 warrants were excluded from the EPS calculations as they were anti-dilutive in the
year-ended December 31, 2009 and 2008.

9.       Warrants

The Warrants are entitled to a price adjustment provision that allows the exercise price of the Warrants to be reduced in the event the Company
issues any additional shares of common stock at a price per share less than the then-applicable warrant price. The Company determined that the
Warrants meet the definition of a derivative under ASC Topic 815, Derivatives and Hedging ―ASC Topic 815‖. In determining whether the
Warrants were eligible for a scope exception from ASC Topic 815, the Company considered the provisions of ASC Topic 815-40 (Determining
Whether an Instrument (or Embedded Feature) Is Indexed to an Entity‘s Own Stock). The Company determined that the Warrants do not meet
a scope exception because they are not deemed indexed to the Company‘s own stock. Pursuant to ASC Topic 815, derivatives should be
measured at fair value as of the inception date and re-measured at fair value as of each subsequent balance sheet date with changes in fair value
recorded in earnings at each reporting period.

Fair value is generally based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial
instruments trade infrequently or are non-marketable securities, they may not have readily determinable fair values. The Company estimated
the fair value of the Warrants and using historical information that management deems most relevant.

The Company used the Black-Scholes option-pricing model with the following assumptions:

                                                                               Year Ended December
                                                                                       31,
                                                                               2009                  2008
         Estimated dividends                                                          11 %                 11 %
         Expected volatility                                                          54 %                 54 %
         Risk-free interest rate                                                       3%                   3%
         Expected term                                                         3.3 years            4.3 years

10.      Income tax

The Company‘s subsidiary, Liaoning Shengsheng, is exempted from income tax for its sapling business effective January 1, 2008. During the
years ended December 31, 2008 and 2009, Liaoning Shengsheng paid income tax of approximately RMB 20,000,000 (approximately
$2,900,000) which will be refunded in 2011. The Company recorded this amount as income tax receivable on its balance sheet.

A reconciliation of the Company‘s effective income tax rate to the U.S. Federal statutory rate is as follows:


                                                                      F-11
                                                    CHINA FOR-GEN CORPORATION
                                                   NOTES TO FINANCIAL STATEMENTS

                                                                               Year Ended December
                                                                                        31,
                                                                              2009              2008
         Federal statutory rate                                                     35 %              35 %
         Tax exempt income                                                         -36 %             -37 %
         Valuation allowance                                                         1%                2%
         Effective tax rate                                                          0%                0%

Under the income tax laws of the PRC, the Company‘s subsidiaries operate in a nationally investment-encouraged industry and are not subject
to income tax.

The Company has a deferred tax asset of approximately $100,000 and $190,000 resulting from net operating loss carryforwards from
company‘s U.S. operation for the years ended December 31, 2008 and 2009 in the U.S. for which a 100% valuation allowance has been
provided.

The Company has available approximately $300,000 and $260,000 of net operating loss carryforwards in the United States which expire in
2028 and 2029.

11.      Concentration of Credit Risks and Uncertainties

Concentration of credit risk exists when changes in economic, industry or geographic factors similarly affect groups of counter parties whose
aggregate credit exposure is material in relation to the Company‘s total credit exposure. Two customers, each independent distributors,
accounted for more than 10% of accounts receivable at December 31, 2009 and 2008, totaling 87% and 69%, respectively. Two customers
accounted for 81% and 94% of sales for the year ended December 31, 2009 and 2008.

12.      Subsequent events

On February 12, 2010, the Company received gross proceeds of $2,000,000 from the sale of five year convertible promissory notes, bearing
interest at ten percent (10%) per annum (the ―Notes‖) and common stock Purchase Warrants A and B (each, the ―A Warrants‖ and ―B
Warrants‖ and collectively, the ―Warrants‖) to various accredited and institutional investors. Following the Reverse Split, these Notes are
convertible into 1,320,133 shares of our common stock. Additionally, such investors have, as of August 10, 2010, exercised their right to
purchase up to an additional $2,500,000 of Notes on terms identical to the Notes purchased in February 2010, which such Notes are convertible
into 1,650,165 post-Reverse Split shares of common stock. Accordingly, such investors have outstanding Notes convertible into an aggregate
of 2,970,298 shares of common stock. The Notes are convertible at any time at the option of the Note holder.

The Company determined that the Warrants meet the definition of a derivative under ASC Topic 815, Derivatives and Hedging ―ASC Topic
815‖). In determining whether the Warrants were eligible for a scope exception from ASC Topic 815, the Company considered the provisions
of ASC Topic 815-40 ( Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock ). The Company
determined that the Warrants do not meet a scope exception because they are not deemed indexed to the Company‘s own stock. Pursuant to
ASC Topic 815, derivatives should be measured at fair value at the date of issuance and recorded as a corresponding liability and re-measured
at fair value with changes in fair value recorded in earnings at each reporting period. Fair value is generally based on independent sources such
as quoted market prices or dealer price quotations. Due to the fact that the Company‘s securities are non-marketable securities, they do not
have readily determinable fair values. The Company will estimate the fair value of the Warrants using various pricing models and available
information that management deems most relevant. Among the factors to be considered in determining the fair value of financial instruments
are discounted anticipated cash flows, the cost, terms and liquidity of the instrument, the financial condition, operating results and credit ratings
of the issuer, the quoted market price of similar traded securities, and other factors generally pertinent to the valuation of financial instruments.
Upon the earlier of the warrant exercise or the expiration date, the warrant liability will be reclassified into shareholders‘ equity. Until that
time, the warrant liability will be recorded at fair value based on the methodology described above.

On August 10, 2010, those investors exercised their right and purchased an additional $2,500,000 face value of convertible notes.

The notes bears interest at a rate of 10% per annum accrued monthly in kind for the first 12 months and shall be payable in cash by the 10th
day of each month, following the initial 12 months, at the election of the note holder. Total financing costs directly associated with the
issuance of these notes was $292,500 and is recorded as deferred financing costs in the balance sheet at grant date. The Company is amortizing
these financing costs over the life of the Notes.
The conversion feature of the convertible notes provides for a rate of conversion that is above market value. There is no BCF.

As of grant date, we recorded carrying value of convertible notes of $2,500,000 on the balance sheet.


                                                                     F-12
                                                     CHINA FOR-GEN CORP.
                                                 CONSOLIDATED BALANCE SHEETS

                                                                                                  September 30,         December 31,
                                                                                                      2010                 2009
                                             Assets
Current assets
    Cash and cash equivalents                                                                 $        8,689,839    $          843,358
    Accounts receivable                                                                               12,436,371            10,895,902
    Deposits                                                                                           8,337,703             7,581,584
    Prepaid expenses                                                                                      37,808                     -
    Income tax receivables                                                                             1,521,590             2,962,539
    Inventories                                                                                        3,435,768             5,963,585
    Other receivables                                                                                          -                11,118
    Total current assets                                                                              34,459,079            28,258,086

Property, plant and equipment                                                                 $         2,728,542   $        2,723,201
Long-term deposit                                                                                       2,687,329
Deferred financing costs                                                                                  418,517                      -

Total assets                                                                                  $       40,293,467    $       30,981,287


Liabilities and stockholders' equity
Current liabilities
    Trade accounts payable                                                                    $              895    $              309
    Accrued expenses and other payables                                                                  312,120               409,984
    Advance from customer                                                                                 57,730             1,039,398
    Due to shareholder                                                                                    95,067
Total current liabilities                                                                                465,812             1,449,691

    Warrant liabilities                                                                                   911,209              106,925
    Convertible notes, net of debt discount of 1,681,250                                                2,818,750                    -
    Convertible notes-accrued interest                                                                     81,825                    -
Total liabilities                                                                                       4,277,596            1,556,616

Stockholders' equity
    Preferred stock: par value $0.001; 500,000 shares authorized, 500,000 shares issued and
    authorized                                                                                               500                  500
    Common stock: par value $0.001; 21,500,000 shares authorized, 14,270,948 and 13,854,281
    shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively               14,271                13,854
    Additional paid in capital                                                                         9,439,394             5,435,232
    Retained earnings                                                                                 23,122,008            21,379,363
    Other comprehensive income                                                                         3,439,698             2,595,722
Total stockholders' equity                                                                            36,015,871            29,424,671

Total liabilities and stockholders' equity                                                    $       40,293,467    $       30,981,287



                                                                 F-13
                                            CHINA FOR-GEN CORP.
                        CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                                                  Nine months ended                      Three months ended
                                                                    September 30,                          September 30,
                                                                 2010             2009                  2010             2009

Sales revenues                                               $   16,288,827      $   12,922,412     $       45,552     $        6,094

Cost of goods sold                                                3,485,125           5,201,809              9,957              4,483

Gross profit                                                     12,803,702           7,720,603             35,595              1,611

Operating expenses
 Selling expense                                                  1,729,768           2,562,828             7,625                628
 General and administrative expenses                              1,019,482             491,064           211,762            114,349
Total operating expenses                                          2,749,250           3,053,892           219,387            114,977

Operating income                                                 10,054,452           4,666,711           (183,792 )         (113,366 )

Other income (expense)
    Interest income                                                    7,703             4,180               3,613                531
    Gain on change of fair value of derivative liabilities           149,644                 -              68,726                  -
    Interest expense                                                (376,623 )               -            (166,708 )                -
    Other expense                                                     (1,514 )            (245 )              (741 )             (476 )
Total other income (expenses)                                       (220,790 )           3,935             (95,110 )               55

Net income(loss)                                                  9,833,662           4,670,646           (278,902 )         (113,311 )

Foreign Currency Translation Adjustment                             843,976              (3,026 )         742,056              30,396

Comprehensive Income                                         $   10,677,638      $    4,667,620     $     463,154             (82,915 )


Net income for common share
Income(loss) per share-Basic                                 $          0.69     $         0.34     $        (0.02 )   $        (0.01 )

Income(loss) per share-Diluted                               $          0.69     $         0.34     $        (0.02 )   $        (0.01 )


Weighted average common stock outstanding
Basic                                                            14,270,948          13,854,281         14,270,948         13,854,281

Diluted                                                          14,270,948          13,854,281         14,270,948         13,854,281



                                                             F-14
                                                   CHINA FOR-GEN CORP.
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                  Nine months ended September
                                                                                               30,
                                                                                      2010            2009
Cash flows from operating activities:
    Net income                                                                    $   9,833,662      $   4,670,646
    Adjustments to reconcile net income to net cash provided by operations:
      Depreciation and amortization                                                     155,504            149,015
      Gain on the change of fair value of derivative liabilities                       (149,644 )                -
      Amortization of deferred financing costs                                           28,983                  -
      Amortization of discount convertible notes                                        242,438                  -
    Changes in operating liabilities and assets:
      Trade accounts receivable                                                       (1,305,622 )       (4,304,017 )
      Advance to suppliers                                                               (12,716 )       (2,818,559 )
      Inventories                                                                      2,597,768           (502,814 )
      Prepaid expense                                                                    (35,908 )           45,888
      Other receivable                                                                    10,887          5,850,365
      Income tax receivable                                                            1,472,486         (2,133,518 )
      Deposit                                                                           (597,184 )         (292,290 )
      Long-term deposit                                                               (2,640,690 )                -
      Trade accounts payable                                                                 571         (1,155,974 )
      Advance from customer                                                             (984,470 )           98,895
      Accrued expenses and other payables                                                 82,491            277,569

     Accrued interest expenses-convertible notes                                         81,825                  -
    Net cash provided by (used in) operating activities                               8,780,381           (114,794 )

Cash flows from investing activities:
      Purchases of property, plant and equipment                                       (108,776 )            (1,149 )
    Net cash used in investing activities                                              (108,776 )            (1,149 )

Cash flows from financing activities:
      Proceeds from issuance of convertible notes                                      4,500,000                   -
      Deferred financing costs                                                          (447,500 )                 -
      Capital contribution                                                             3,034,819
      Dividend paid                                                                   (8,091,017 )
      Proceeds (repayment) to shareholder                                                 93,417            (70,553 )
    Net cash used in financing activities                                               (910,281 )          (70,553 )

Effect of rate changes on cash                                                            85,157               (223 )

Increase (decrease) in cash and cash equivalents                                      7,846,481           (186,719 )
Cash and cash equivalents, beginning of period                                          843,358            612,971
Cash and cash equivalents, end of period                                          $   8,689,839      $     426,252



                                                                    F-15
                                               CHINA FOR-GEN CORP.
                            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                                        Additional
                       Series A Preferred Stock             Common Stock                 Paid in          Retained            Comprehensive
                       Shares               Amount        Shares       Amount            Capital          Earnings               Income             Totals
Balance: January 1,
2009                      500,000        $      500       13,854,281   $   13,854   $     5,435,232   $    14,722,854     $         2,561,310   $     22,733,750

Dividend paid                                                                                         $    (6,139,166 )                         $   (6,139,166.13 )

Foreign currency
translation
adjustments                                                                                                               $           34,412    $            34,412

Net income                                                                                            $    12,795,675                           $     12,795,675

Balance: December
31, 2009                  500,000        $      500       13,854,281   $   13,854   $     5,435,232   $    21,379,363     $         2,595,722   $     29,424,671


Issuance of shares
for cancellation of
warrants                                              $     416,667    $     417    $       106,508                                             $        106,925

Beneficial
conversion feature                                                                  $       862,835                                             $        862,835

Capital contribution                                                                $     3,034,819                                             $      3,034,819

Dividend declared
or paid                                                                                               $    (8,091,017 )                         $      (8,091,017 )

Foreign currency
translation
adjustments                                                                                                               $          843,976    $        843,976

Net income                                                                                            $     9,833,662                           $      9,833,662

Balance: September
30, 2010                  500,000        $      500       14,270,948   $   14,271   $     9,439,394   $    23,122,008     $         3,439,698   $     36,015,871




                                                                           F-16
                                                  CHINA FOR-GEN CORPORATION
                                                 NOTES TO FINANCIAL STATEMENTS

 1. Nature of operations

China For-Gen Corporation (the ―Company‖) was incorporated in the State of Delaware on February 26th, 2008. The Company acquired all of
the equity interests of Liaoning Shengsheng Biotechnological Co., Ltd. (―Liaoning Shengsheng‖), a company incorporated in the People‘s
Republic of China (the ―PRC‖) on November 24, 2000. Since its inception, Liaoning Shengsheng has been an agricultural and forestry
company engaged in the breeding, cloning and sale of plant seedlings and specialized transgenic plant seedlings, and the research and
development of seedling breeding technologies.

The Company experiences strong seasonality in the sales of popular saplings, its main product. The majority of sales are executed in April,
May, October and November each year. Accordingly, the Company has extreme seasonal fluctuations in its revenue, operating income and
cash flows. Result of operation for three and nine months ended September 30, 2010 and 2009 are not necessarily indicative of the results to be
obtained a full year.

2.   Acquisition

Pursuant to the Share Transfer Agreement entered into on March 26, 2009 (the ―Share Transfer‖) between the shareholders of Liaoning
Shengsheng and the Company, we acquired Liaoning Shengsheng and its wholly-owned subsidiary, Pusheng. The closing of the Share
Transfer (the ―Closing‖) took place on May 6, 2009 whereby we acquired all RMB 35,000,000 of the registered capital of Liaoning
Shengsheng (the ―Shengsheng Shares‖) from all of its shareholders in consideration for $5.12 million. In February, 2010, the Company paid
$1.28 million to the Shengsheng Shareholders, who are included among the selling stockholders hereunder. As a result of the Closing,
Liaoning Shengsheng became a wholly foreign-owned subsidiary (―WFOE‖) of China For-Gen.

As part of the Share Transfer, on June 8, 2009, the shareholders of Liaoning Shengsheng (the ―Grantees‖) entered into a call option agreement
(the ―Call Option Agreement‖) with Ms. Sherry Li (―Ms. Li‖), then the sole shareholder officer, director and shareholder of China For-Gen,
wherein she agreed to transfer a number of shares of the Company equal to 60% of the issued and outstanding shares of common stock after an
initial public offering. The Call Option Agreement became effective upon the closing of the Share Transfer. The call option may be exercised
by the Grantees for nominal consideration, which would give the Grantees indirect ownership of a significant percentage of our common
stock. The Call Option Agreement provides that Ms. Li may not dispose of any of the shares owned by Ms. Li in China For-Gen without the
Grantee‘s prior written consent.

The transaction was accounted for as a reverse merger and, accordingly, the Company is the legal surviving entity and Liaoning Shengsheng is
the accounting acquirer.

3.   Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America.

The Company's functional currency is the Chinese Renminbi, however the accompanying consolidated financial statements have been
translated and presented in United States Dollars.

On May 12, 2010, the Company effected a 1:1.5 reverse split of the Company‘s issued and outstanding shares of common stock, decreasing the
number of outstanding shares from 20,781,421 to 13,854,281 as of December 31, 2009 and from 21,406,422 to 14,270,948 as of September 30,
2010. These statements have been adjusted to reflect this reverse split.

Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant
inter-company balances and transactions have been eliminated in consolidation.


                                                                     F-17
                                                    CHINA FOR-GEN CORPORATION
                                                   NOTES TO FINANCIAL STATEMENTS

3.   Summary of Significant Accounting Policies (continued)

Use of estimates
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those
estimates and such differences could be material.

Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand and demand deposits held by banks. Deposits held in financial institutions in the PRC are not
insured by any government entity or agency.

Accounts Receivable
The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing
credit checks and actively pursuing past due accounts. Trade accounts receivable are recognized and carried at original invoice amount less an
allowance for any uncollectible amounts. An allowance for doubtful accounts is established and determined based on management‘s
assessment of known requirements, aging of receivables, payment history, the customer‘s current credit worthiness and the economic
environment. As of September 30, 2010 and December 31, 2009, there were no allowances of doubtful accounts. .

Inventories
Inventories consist of trees grown from seedlings developed by the Company and trees purchased and grown for resale. The costs of growing
trees are capitalized into inventory until the time of harvest. Once a tree is harvested and sold, the related inventoried costs are recognized as a
cost of sale to provide an appropriate matching of expenses with the related revenue earned. The Company states its inventories at the lower of
cost or net realizable value.

Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over
the useful lives of the assets. Land lease acquisition costs are amortized over the life the lease. Major renewals are capitalized and depreciated;
maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost
and related accumulated depreciation are removed from the accounts and any gain or loss is included in income.

Revenue Recognition
Our revenues consist of sales of genetically modified saplings. Sales are recognized in accordance with SEC Staff Accounting Bulletin
(―SAB‖) No. 104 included in the codification as ASC 605, Revenue Recognition, when the following four revenue criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable and collectability is reasonably assured. No
return allowance is made as products are normally not returnable upon acceptance by the customers.

The price at which we sell fast-growing poplar seedlings is based on numerous factors, including: market price changes of fast-growing poplar
seedlings; regional supply of fast-growing poplar seedlings; seasonal availability of seedlings and demand for fast-growing poplar
seedlings. Generally, it takes 20 days for a single transaction to be consummated. This time frame includes negotiation of terms, execution of
contract, preparation, delivery, transportation, planting of products and receipt of payment. For larger transactions, it can take up to one year
for the last payment to be made.

Because the Company is categorized as in a farm and forest industry, it is entitled to participate in a government subsidy program for its sapling
and farming business. Under the program, the Company collects value added tax (VAT) from customers at 3% of sales. This amount is not
required to be remitted to the government. VAT, which is included in revenue, was $474,772 and $727,321 for the nine months ended
September 30, 2010 and 2009 respectively.

Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A
valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able
to realize their benefits, or that future deductibility is uncertain.
F-18
                                                   CHINA FOR-GEN CORPORATION
                                                  NOTES TO FINANCIAL STATEMENTS

3.   Summary of Significant Accounting Policies (continued)

Impairment of Long-Lived Assets
Long-term assets of the Company are reviewed annually to assess whether the carrying value has become impaired according to the guidelines
established in Statement of Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” No
impairment of assets was recorded in the periods reported.

Foreign Currency and Comprehensive Income
The accompanying financial statements are presented in US dollars. The functional currency is the Renminbi (―RMB‖) of the PRC. The
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.

Accumulated other comprehensive income represents foreign currency translation adjustments.

Earnings Per Share
Basic net income per share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted
net income per share is computed on the basis of the weighted average number of common shares and common share equivalents outstanding.
Dilutive securities having an anti-dilutive effect on diluted net income per share are excluded from the calculation. Dilution is computed by
applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at
the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the
period.

Derivative Financial Instruments
In connection with the sale of debt or equity instruments, we may sell options or warrants to purchase our common stock. In certain
circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity
instruments may contain embedded derivative instruments, such as embedded derivative features, which in certain circumstances may be
required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. Derivative
financial instruments are recorded as liabilities in the consolidated balance sheet, measured at fair value. When available, quoted market prices
are used in determining fair value. However, if quoted market prices are not available, we estimate fair value using either quoted market prices
of financial instruments with similar characteristics or other valuation techniques. The derivative instrument liabilities are re-valued at the end
of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in
which the changes occur.

New accounting pronouncement

In January 2010, FASB issued ASU N0. 2010-01, Equity (ASC Topic 505), Accounting for Distributions to Shareholders with Components of
Stock and Cash. The update clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock
with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance
that is reflected prospectively in earnings per share and is not considered a stock dividend for purposes of ASC Topic 505 and Topic 260,
Earnings Per Share. This standard is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a
retrospective basis. This standard is not currently applicable to the Company.

On September 30, 2009, the Company adopted changes issued by the FASB to the authoritative hierarchy of generally accepted accounting
principles (―GAAP‖). These changes establish the FASB Accounting Standards CodificationTM (―Codification‖) as the source of authoritative
accounting principles recognized by the FASB to be used in the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP in the U.S. The Codification was effective for financial statements issued for interim and annual periods
ending after September 15, 2009. The adoption had no material impact on the Company‘s consolidated results of operations or financial
condition.

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective for us beginning July 1, 2010, with
earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software
components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition
guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued
authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition
guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot
be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative
selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method
affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not have a material impact on our
financial statements.


                                                                      F-19
                                                    CHINA FOR-GEN CORPORATION
                                                   NOTES TO FINANCIAL STATEMENTS

5.     Deposits
Deposits consist of the following:

                                                     9/30/2010         12/31/2009
Equipment purchase                           (a)    $  7,345,367      $   7,205,413
Business acquisition                         (b)         895,776            292,903
Supplies                                                  96,560             83,268
Total                                               $ 8,337,703       $ 7,581,584


a.   In April 2009, Liaoning Shengsheng entered into an agreement to purchase equipment for RMB61,500,000 (approximately
     $9,000,000). This equipment will be used in a factory the Company intends to build in the city of Karamai to manufacture artificial board
     or Medium Density Fiberboard (―MDF‖). Payment made to this supplier under this agreement totaled RMB 49,200,000 (approximately
     $7,345,367) as of September 30, 2010. Under the agreement, the equipment vendor will design, manufacture, deliver and setup all
     equipment required for manufacturing MDF.

b.   In May 2009, Liaoning Shengsheng entered into an agreement to acquire 80% of the outstanding shares of Daxinganling Tuqiangbeijisong
     Wood Co. Ltd. for $3,084,335. As of September 30, 2010, the Company paid $895,776 as a deposit for this acquisition.

6.    Property, Plant and Equipment
Property, Plant and Equipment consists of the following:

                                                                     9/30/2010           12/31/2009             Estimated Useful Life
Land use rights                                                  $          55,172     $        61,704              Life of lease
Buildings                                                                2,989,754           2,932,790               10-30 years
Machinery and equipment                                                  1,158,210           1,130,164                3-8 years
Vehicles                                                                   187,063             139,306                5-8 years
Computer and office equipment                                               88,366              83,917                3-5 years
Office equipment                                                            66,632               9,710                3-5 years
Total property, plant and equipment                                      4,588,199           4,357,591
Accumulated depreciation                                                (1,816,655 )        (1,634,390 )
                                                                   $     2,728,542     $     2,723,201


7.     Long-term deposit

As of September 30, 2010, the Company has a long-term deposit of $2,687,329 paid to Karamai Gas Company for large-scale forestation
projects (30,000 mu).

8.     Advance from customer

Advances from customers consists of deposits from one of our customers. This amount is non-interest bearing.

9.     Due to shareholder

The Company has a payable due to a shareholder as of September 30, 2010 of $95,067. Amounts due are payable on demand with no stated
interest.


                                                                     F-20
                                                   CHINA FOR-GEN CORPORATION
                                                  NOTES TO FINANCIAL STATEMENTS

10.     Convertible Notes

On February 12, 2010, pursuant to a convertible note purchase agreement, the Company received gross proceeds of $2,000,000 from the sale of
five year convertible promissory notes, bearing interest at ten percent (10%) per annum (the ―Notes‖) and maturing on February 11, 2015 and
common stock Purchase Warrants A and B (each, the ―A Warrants‖ and ―B Warrants‖ and collectively, the ―Warrants‖) to various accredited
and institutional investors. Following the Reverse Split (see note 3), the Notes are convertible into an aggregate of 1,320,133 shares of
common stock. The Notes are convertible at any time at a conversion price of $1.515 post split ($1.01 per share before split). On August 10,
2010, the Note investors exercised their additional investment right and purchased an additional $2,500,000 face value of Notes.

The convertible note agreement the Company entered into with its investors contain various covenants that may limit the Company‘s discretion
in operating its business. In particular, the Company agrees for two years after the second payment not to enter into any borrowing of more than
three times as much as of the EBITDA (defined as earnings before interest, tax, depreciation and amortization) from recurring operations over
the past four quarters. The Company also agrees not to issue any convertible debt for a period of three years from the closing date.

The notes bears interest at a rate of 10% per annum accrued monthly in kind for the first 12 months and shall be payable in cash by the 10th
day of each month following the initial 12 months, at the election of the note holder. Approximately $418,517 of due diligence fees and other
costs directly associated with the issuance of the Notes is recorded as deferred financing costs in the balance sheet at September 30, 2010. The
Company is amortizing these financing costs over the life of the Notes. The amortization for the period ended September 30, 2010 was
$28,983.

The conversion feature of the Notes provides for a rate of conversion that is below market value. This feature is characterized as a beneficial
conversion feature (―BCF‖). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20. In this circumstance, the
convertible debt has been recorded net of the discount related to the BCF and the Company will amortize the discount to interest expense over
the life of the notes. The Company recorded a BCF of $862,835 related to the convertible notes. The effective interest rate paid, inclusive of the
amortization on the discount relating to the warrant liability and the beneficial conversion feature is 33.5%.

As of September 30, 2010, convertible notes consisted of the following:

Gross
proceeds                            Discount Debt                       BCF                     September 30, 2010
$               2,000,000     $                927,156       $                  754,094     $                 318,750
$               2,500,000                            -                                -     $               2,500,000
$               4,500,000     $                927,156       $                  754,094     $               2,818,750


11.     Stockholders’ equity

On January 20, 2010, Liaoning Shengsheng declared a dividend to the original Liaoning Shengsheng Shareholders in the amount of $8,091,017
(RMB 55,300,000). RMB 34,557,800 ($5,056,198) of such dividend was paid in May 2010 to the non-management Shengsheng Shareholders.
On June 28, 2010, the remaining Shengsheng Shareholders agreed to waive their right to obtain their dividends, in a total amount equal to
$3,046,471 (RMB 20,742,200), in order to assist the Company‘s future developments.

The Company is not required to pay US taxes for this dividend since the Company paid the first purchase payment to Liaoning Shengsheng in
February 2010. Liaoning Shengsheng became a wholly foreign-owned subsidiary (―WFOE‖) of China For-Gen as a result of the closing.

12.   Warrants

In connection with the convertible note purchase agreement, the Company issued the A warrants and B warrants to purchase shares of the
Company‘s common stock.

The A Warrants were initially exercisable for five years at an exercise price of $1.35 per share, for up to an aggregate of 1,662,500 shares of
our common stock. The B Warrants were initially exercisable for five years at an exercise price of $1.70 per share, for up to an aggregate of an
additional 1,662,500 shares of our common stock. Following the Reverse Split, the A Warrants are exercisable for 1,108,334 shares of
common stock at an exercise price of $2.03 per share and the B Warrants are exercisable for 1,108,333 shares of common stock at an exercise
price of $2.55 per share.
F-21
                                                  CHINA FOR-GEN CORPORATION
                                                 NOTES TO FINANCIAL STATEMENTS

12.   Warrants (continued)

In the event the Company‘s net income for the year ended December 31, 2010 is less than $.6163 per share on a fully-diluted basis, then the B
Warrant exercise price shall be reduced by the percentage shortfall as reported for the fiscal year ended December 31, 2010. The warrant
exercise price shall be reduced proportionately by 0% if the earnings are $.6163 per share and by 75% if the earnings are $.1541 per share.
The Warrants are entitled to a price adjustment provision that allows the price of the Warrants to be reduced in the event the Company issues
any additional shares of common stock at a price per share less than the then-applicable warrant price. The Company determined that the
Warrants meet the definition of a derivative under ASC Topic 815, Derivatives and Hedging ―ASC Topic 815‖. In determining whether the
Warrants were eligible for a scope exception from ASC Topic 815, the Company considered the provisions of ASC Topic 815-40 (Determining
Whether an Instrument (or Embedded Feature) Is Indexed to an Entity‘s Own Stock). The Company determined that the Warrants do not meet
a scope exception because they are not deemed indexed to the Company‘s own stock. Pursuant to ASC Topic 815, derivatives should be
measured at fair value as of the inception date and re-measured at fair value as of each subsequent balance sheet date with changes in fair value
recorded in earnings at each reporting period. These warrants were measured at fair value of $1,060,853 on the grant date. The Company
recorded a gain on change in fair value of warrants liability of $149,644 and $68,726 for the six and three months ended September 30, 2010,
respectively.

Fair value is generally based on independent sources such as quoted market prices or dealer price quotations. To the extent certain financial
instruments trade infrequently or are non-marketable securities, they may not have readily determinable fair values. The Company estimated
the fair value of the Warrants and using historical information that management deems most relevant.

As of September 30, 2010, the Company used the Black-Scholes option-pricing model with the following assumptions:

Expected Term (Years)                              4.37
Dividend Rate (%)                                     0
Volatility (%)                                     53.9
Risk Free Rate (%)                                 1.27

On January 1, 2010, the Company entered into an agreement to cancel 1,000,000 outstanding warrants which were issued during the year ended
December 31, 2008 in exchange for 416,667 shares of common stock.

13. Earnings per share

The following table sets forth the computation of basic and diluted earnings per share of common stock:

                                                                                                               For the nine months ended
                                                                                                                     September 30,
                                                                                                                 2010              2009
Basic net income per share:
    Numerator:
      Net income used in computing basic net income per share                                              $     9,833,662     $     4,670,646
        Net income applicable to common shareholders                                                       $     9,833,662     $     4,670,646

    Denominator:
       Weighted average common shares outstanding                                                               14,270,948         13,854,281
Basic income per share                                                                                     $          0.69     $         0.34

Diluted net loss per share:
    Numerator:
      Net income used in computing diluted net income per share                                            $     9,833,662     $     4,670,646
        Net income applicable to common shareholders                                                       $     9,833,662     $     4,670,646

    Denominator:
      Weighted average common shares outstanding                                                                14,270,948         13,854,281
      Weighted average effect of dilutive securities:                                                                    -                  -
         Shares used in computing diluted net income per share                                                  14,270,948         13,854,281
Diluted net income per share                                                                               $          0.69     $         0.34
As of September 30, 2010, the Company had 500,000 shares of Series A Convertible Preferred Stock outstanding and convertible promissory
notes outstanding which are convertible into 2,970,298 shares of Company common stock and 2,216,667 common stock purchase
warrants. The Series A convertible preferred stock has a $1.37 convertible price, the same as the fair value of the Company‘s common stock
valued on September 30, 2010. The promissory notes are convertible into Company common stock at a price of $1.52 per share, which is
greater than the fair value of common stock valued on September 30, 2010. The 2,216,667 warrants include 1,108,334 Series A warrants and
1,108,333 Series B warrants. The A Warrants have an exercise price of $2.03 and the B Warrants have an exercise price of $2.55.

The 500,000 shares of Series A Convertible preferred stock, promissory notes of the Company convertible into 2,970,298 shares of Company
stock and 2,216,667 warrants issued by the Company were excluded from the EPS calculations as they were anti-dilutive in the nine and three
month periods ended September 30, 2010 and 2009.


                                                                   F-22
                                                   CHINA FOR-GEN CORPORATION
                                                  NOTES TO FINANCIAL STATEMENTS

14. Income Tax

A reconciliation of the Company‘s effective income tax rate to the U.S. Federal statutory rate is as follows:
                                      For the period ended September
                                                     30
                                              2010              2009
  Federal statutory rate                         35 %              35 %
  Tax exempt income                             -36 %             -37 %
  Valuation allowance                             1%                2%
                                                  0%                0%
  Effective tax rate

Under the income tax laws of the PRC, the Company‘s subsidiaries operate in a nationally investment- encouraged industry and are not subject
to income tax.

The Company has deferred tax assets of approximately $267,350 and $48,687 from net operating loss in the U.S. for the nine months ended
September 30, 2010 and 2009 for which a 100% valuation allowance has been provided.

15. Concentration of Credit Risks and Uncertainties

Two customers accounted for more than 10% of accounts receivable at September 30, 2010, totaling 89%. Two customers accounted for more
than 10% of accounts receivable at September 30, 2009, totaling 95%. Two customers represented 92% of total sales for the nine months
ended September 30, 2010 and two vendors accounted for 91% of total purchases during the nine months ended September 30, 2010.

16. Subsequent events

The Company has evaluated subsequent events through November 15, 2010, the date these financial statements were issued, and no such
subsequent events requiring disclosure have occurred.


                                                                      F-23
                                                             4,000,000 Shares


                                                 China For-Gen Corp.
                                                           COMMON STOCK

        Until        , 2011 all dealers that effect transactions in these securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

                                                             PROSPECTUS


                                                   Maxim Group LLC
                                                                      , 2011
                                             [Alternate Page for Selling Securityholder Prospectus]

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to
buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

                                                              Preliminary Prospectus
                                                 Subject to Completion, Dated [                ], 2011


                                                  CHINA FOR-GEN CORP.
                                                         8,068,698 shares of common stock

This prospectus relates to the resale of up to 8,068,698 shares (the ―Shares‖) of common stock, par value $.001 per share of China For-Gen
Corp., a Delaware corporation, that may be sold from time to time by the selling stockholders named in this prospectus on page SS-2 (―Selling
Stockholders‖). The shares of common stock offered under this prospectus includes (i) 5,697,751 shares of common stock issuable upon
exercise of preferred stock, promissory notes and warrants and (ii) 2,370,947 shares of common stock currently issued and outstanding.

The Shares were issued to the Selling Stockholders in private placement transactions which were exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933, as amended.

The distribution of securities offered hereby may be effected in one or more transactions that may take place on the NYSE AMEX Stock
Exchange, including ordinary brokers‘ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such
securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling securityholders. No sales of the
shares covered by this prospectus shall occur until the shares of common stock sold in our initial public offering begin trading on the NYSE
Amex Stock Exchange.

We will not receive any proceeds from the sale of the Shares by the Selling Stockholders. To the extent the Warrants are exercised for cash, if
at all, we will receive the exercise price for those Warrants.

Our common stock is not currently quoted or traded on any public market. We intend to apply to have our shares listed on the NYSE AMEX
Stock Exchange under the symbol CFG.

On [        ], 2011, a registration statement under the Securities Act with respect to our initial public offering underwritten by Maxim Group
LLC, as the representative of the underwriters, of 4,000,000 shares of Common Stock assuming a $[ ] per share initial public offering price was
declared effective by the Securities and Exchange Commission. We received approximately $[ ] in net proceeds from the offering (assuming
no exercise of the underwriters‘ over-allotment option) after payment of underwriting discounts and commissions and estimated expenses of
the offering.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN
AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 8 FOR A
DISCUSSION OF RISKS APPLICABLE TO US AND AN INVESTMENT IN OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                                     The date of this prospectus is        , 2011
                                        [Alternate Page for Selling Securityholder Prospectus]

                                                       TABLE OF CONTENTS

Prospectus Summary                                                                                          1
The Offering                                                                                                5
Risk Factors                                                                                                8
Cautionary Note Regarding Forward-Looking Statements and Other Information Contained in this Prospectus    23
Use of Proceeds                                                                                            24
Selling Stockholders                                                                                      S-2
Dividend Policy                                                                                            25
Capitalization                                                                                             26
Market Price of and Dividends of Common Equity and Related Stockholder Matters                             27
Determination of Offering Price                                                                            28
Dilution                                                                                                   29
Exchange Rate Information                                                                                  30
Selected Consolidated Financial and Operating Data                                                         31
Management‘s Discussion and Analysis of Financial Condition and Results of Operations                      32
Industry Overview                                                                                          41
Business                                                                                                   47
Facilities                                                                                                 49
Legal Proceedings                                                                                          53
Our History and Corporate Structure                                                                        56
Directors and Executive Officers                                                                           59
Executive Compensation                                                                                     63
Security Ownership of Certain Beneficial Owners and Management                                             64
Certain Relationships and Related Transactions                                                             65
Description of Our Securities                                                                              66
Shares Eligible for Future Sale                                                                            69
Material PRC Income Tax Considerations                                                                     70
Transfer Agent and Registrar                                                                               76
Legal Matters                                                                                              76
Experts                                                                                                    76
Interests of Named Experts and Counsel                                                                     76
Service of Process and Enforcement of Judgments                                                            76
Where You Can Find More Information                                                                        76
Disclosure of Commission Position on Indemnification for Securities Act Liabilities                        78
Index to Financial Statements                                                                             F-1
                                          [Alternate Page for Selling Securityholder Prospectus]

                                                              THE OFFERING

This prospectus relates to the sale by the Selling Stockholders of up to 8,068,698 shares of our Common Stock, which includes (i) 2,370,947
currently outstanding shares of Common Stock; and (ii) 2,970,298 shares of Common Stock issuable upon conversion of 2010 PIPE
Convertible Notes; (iii) 2,283,334 shares of Common Stock issuable upon exercise of currently outstanding Warrants; and (iii) 444,119 shares
issuable upon conversion of 2008 Series A Preferred Stock.

Common stock outstanding prior to the offering                                   13,854,281 shares

Common stock offered by Selling Stockholders                                     8,068,698 shares

Common stock outstanding after the offering on a fully diluted basis,            24,568,699 shares
including shares offered (assuming conversion of all outstanding convertible
promissory notes, convertible preferred stock and warrants and exercise of the
underwriter‘s over-allotment option)

Risk Factors                                                                     See ―Risk Factors‖ beginning on page 6 and other
                                                                                 information included in this prospectus for a discussion of
                                                                                 factors you should consider before deciding to invest in
                                                                                 shares of our common stock.

                                                            USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares of Common Stock by the Selling Stockholders. However, to the
extent that the warrants are exercised for cash, we will receive proceeds from the exercise of such warrants. We intend to use any proceeds
received from the exercise of the warrants for working capital and other general corporate purposes.


                                                                     SS-1
                                           [Alternate Page for Selling Securityholder Prospectus]

                                                         SELLING STOCKHOLDERS

         We are registering for resale an aggregate of 8,068,698 shares of our common stock, of which 2,370,947 are currently issued and
outstanding and 5,697,751 are issuable upon (i) conversion of outstanding notes and preferred stock and (ii) exercise of outstanding warrants.
We are registering the shares to permit the Selling Stockholders and their pledgees, donees, transferees and other successors-in-interest that
receive their shares from a Selling Stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this
prospectus to resell the shares when and as they deem appropriate in the manner described in the ―Plan of Distribution‖. None of the selling
shareholders are broker-dealers or affiliates of broker-dealers.

        The following table sets forth:

             the name of the Selling Stockholders,

             the number of shares of our common stock that the Selling Stockholders beneficially owned prior to the offering for resale of the
              shares under this prospectus,

             the maximum number of shares of our common stock that may be offered for resale for the account of the Selling Stockholders
              under this prospectus, and

             the number and percentage of shares of our common stock to be beneficially owned by the Selling Stockholders after the offering
              of the shares (assuming all of the offered shares are sold by the Selling Stockholders).

                                               Shares of                                                     Shares of
                                            Common Stock                                  Maximum          Common Stock          Percentage
                                             Beneficially             Percentage of       Number of         Beneficially         Ownership
                                             Owned Prior              Shares Before       Shares to         Owned After            After
Name of Selling Stockholder                 to Offering(1)             Offering(1)         be Sold          Offering(2)           Offering
T Squared Investments LLC                          2,645,099 (3)                15.90       2,645,099                    0                    0
T Squared China Fund LLC                             259,348 (4)                 1.78         259,348                    0                    0
Silver Rock II, Ltd.                               1,296,741 (5)                   8.3      1,296,741                    0                    0
Ross Pirasteh                                        129,674 (6)                     *        129,674                    0                    0
Special Situations Private Equity Fund,
L.P.                                                   583,534 (7)                3.93         583,534                    0                   0
G. Tyler Runnels and Jasmine N. Runnels
TTEES                                                  393,726 (8)                2.76         393,726                    0                   0
Steven B. Dunn                                         393,726 (8)                2.76         393,726                    0                   0
Swing Rock Trading, LLC                                860,786 (9)                5.69         860,786                    0                   0
Jin Haifu, Inc.                                        483,040 (10)               3.38         483,040                    0                   0
Wan Xuesheng, Inc.                                     483,040 (11)               3.38         483,040                    0                   0
Maxsun Investments                                      25,000 (12)                  *          25,000                    0                   0
Steven Fox                                              80,000                       *          80,000                    0                   0
China Financial Services                               334,984 (13)               2.35         334,984                    0                   0
Minmin Zhang                                          100,000                        *         100,000                    0                   0


*      Represents less than 1% of total outstanding common stock.

(1)       Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares
of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof are deemed outstanding.
Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as
indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the
shares set forth opposite such stockholder‘s name. The percentage of beneficial ownership is based on 14,270,948 shares of common stock
outstanding as of January 5, 2011 .

(2)      Assumes that all securities registered will be sold.


                                                                      SS-2
(3)      The 2,645,099 shares of common stock include: (i) 283,200 shares of common stock issued and outstanding as of the date hereof; (ii)
1,314,357 shares of common stock issuable upon conversion of such holder‘s 2010 Notes; (iii) 980,875 shares of common stock issuable upon
conversion of such holder‘s 2010 Warrants; and (iv) 66,667 shares of common stock issuable upon conversion of the 2008 Warrants held by
such holder. Mark Jensen and Thomas Suave have voting and investment control over such securities.

(4)       The 259,348 shares of common stock include: (i) 148,515 shares of common stock issuable upon conversion of the 2010 Notes; and
(ii) 110,833 shares of common stock issuable upon conversion of the 2010 Warrants. Mark Jensen and Thomas Suave have voting and
investment control over such securities.

(5)        The 1,296,741 shares of common stock include: (i) 742,574 shares of common stock issuable upon conversion of the 2010 Notes; and
(ii) 554,167 shares of common stock issuable upon conversion of the 2010 Warrants. Ezzat Jallad has voting and investment control over such
securities.

(6)       The 129,674 shares of common stock include: (i) 74,257 shares of common stock issuable upon conversion of the 2010 Notes; and
(ii) 55,417 shares of common stock issuable upon conversion of the 2010 Warrants.

(7)       The 583,534 shares of common stock include: (i) 334,159 shares of common stock issuable upon conversion of the 2010 Notes; and
(ii) 249,375 shares of common stock issuable upon conversion of the 2010 Warrants. Benjamin Burditt has voting and investment control over
such securities.

(8)      The 393,726 shares of common stock include: (i) 82,508 shares of common stock issued and outstanding as of the date hereof; (ii)
178,218 shares of common stock issuable upon conversion of such holder‘s 2010 Notes; and (iii) 133,000 shares of common stock issuable
upon conversion of the 2010 Warrants.

(9)      The 860,786 shares of common stock include: (i) 444,119 shares issuable upon conversion of Series A Preferred Stock; and (ii)
416,667 shares of common stock issued upon cashless exercise by the selling stockholder of its common stock purchase warrants. Greg
Goldberg has voting and investment control over such securities.

(10)     Huafu Wang has voting and investment control over such securities.

(11)     Li Liao has voting and investment control over such securities.

(12)     Johnny Song Lin has voting and investment control over such securities.

(13)     Sherry Li has voting and investment control over such securities.

May 2008 Private Placement

          On May 30, 2008, the Company conducted a private placement of 500,000 shares of its newly created Series A Convertible Preferred
Stock convertible into 333,333 shares of our common stock and a five-year common stock purchase warrant to purchase up to 666,667
post-reverse split shares of common stock at an exercise price of $1.88 post-reverse split per warrant (equivalent to $1.25 pre-reverse split per
warrant) or 416,667 post-reverse split shares of common stock upon cashless exercise of such warrants (in either event equivalent to 1,000,000
pre-reverse split shares) (the ―2008 Warrant‖). The Company received gross proceeds of $455,000 from the private placement. The 2008
Warrant was exercised in January, 2010 on a cashless basis for 416,667 shares of our common stock. Following the Reverse Split and the
February 2010 private placement, the Series A Convertible Preferred Stock is convertible into 444,119 shares of common stock at a conversion
price of $0.91 per share. The securities were offered pursuant to exemptions from registration provided by Section 4(2) of the Securities Act of
1933, as amended, Regulation D and Rule 506.

        In connection with the May 2008 private placement, we entered into a registration rights agreement to have the shares of common
stock underlying the preferred stock and 2008 Warrants registered for public resale. The filing of the registration statement of which this
prospectus is a part is intended to satisfy certain of our obligations under that registration rights agreement.

February 2010 Private Placement

         On February 12, 2010, the Company received gross proceeds of $2,000,000 from the sale of five year convertible promissory notes,
bearing interest at ten percent (10%) per annum (the ―Notes‖) and common stock Purchase Warrants A and B (each, the ―A Warrants‖ and ―B
Warrants‖ and collectively, the ―Warrants‖) to various accredited and institutional investors. Following the Reverse Split, these Notes are
convertible into 1,320,133 shares of our common stock. Additionally, such investors have, as of August 10, 2010, exercised their right to
purchase up to an additional $2,500,000 of Notes on terms identical to the Notes purchased in February 2010, which such Notes are convertible
into 1,650,165 post-Reverse Split shares of common stock. Accordingly, such investors have outstanding Notes convertible into an aggregate
of 2,970,298 shares of common stock. The Notes are convertible at any time at the option of the Note holder.


                                                                  SS-3
          Holders of the Notes and Warrants shall not be entitled to convert their Notes or any Warrants into such number of shares of our
common stock which, when added to the number of shares of common stock beneficially owned by such holder and its affiliates immediately
prior to conversion of such Note or Warrant, would result in beneficial ownership by such holder and its affiliates of more than 4.99% of the
outstanding shares of our common stock. For purposes of the immediately preceding sentence, ―beneficial ownership‖ is determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder. This restriction may be
waived or amended only with the consent of the applicable Note holder and the consent of holders of a majority of the shares of our
outstanding common stock who are not affiliates of the Company.

         The A Warrants are currently exercisable for five years at an exercise price of $2.03 per share, for up to an aggregate of 1,108,334
shares of our common stock. The B Warrants are currently exercisable for five years at an exercise price of $2.55 per share, for up to an
aggregate of an additional 1,108,333 shares of our common stock. There were no adjustments to the exercise price as a result of the
Company‘s financial position as of December 31, 2009.

          The exercise price of the A Warrants is subject to adjustment in the event the Company fails to meet certain earnings per share
projections. In the event the Company‘s net income for the year ended December 31, 2010 is less than $.6163 per share on a fully-diluted
basis, then the exercise price shall be reduced by the percentage shortfall (where net income on a fully diluted basis shall always be defined as
earnings from continuing operations before any non-cash items on a pre-taxed fully diluted basis (including dilution from any options, warrants
and convertible securities) as reported for the fiscal year ended December 31, 2010). The A Warrant exercise price shall be reduced
proportionately by 0% if the earnings are $.6163 per share and by 75% if the earnings are $.1541 per share. For example, if the Company
earns $.4930 per share, or 20% below $.6163 per share, then the A Warrant exercise price shall be reduced by 20%. Such reduction shall
automatically be in effect at the time the December 31, 2010 financial results are reported or at any other time that the initial investor in the
Note and the Company have a written and executed agreement stating otherwise, and shall be made from the starting exercise price of the
warrants being the exercise price of the warrants at that time, and shall be cumulative upon any other changes to the exercise price of the
warrant that may already have been made.

          The exercise price of the B Warrants is also subject to adjustment in the event the Company fails to meet certain earnings per share
projections. In the event the Company‘s net income for the year ended December 31, 2010 is less than $.6163 per share on a fully-diluted
basis, then the B Warrant exercise price shall be reduced by the percentage shortfall (where net income on a fully diluted basis shall always be
defined as earnings from continuing operations before any non-cash items on a pre-taxed fully diluted basis (including dilution from any
options, warrants and convertible securities) as reported for the fiscal year ended December 31, 2010). The warrant exercise price shall be
reduced proportionately by 0% if the earnings are $.6163 per share and by 75% if the earnings are $.1541 per share. For example, if the
Company earns $0.4930 per share, or 20% below $.6163 per share, then the B Warrant exercise price would be reduced by 20%. Such
reduction shall automatically be in effect at the time the December 31, 2010 financial results are reported or at any other time that the initial
investor in the Note and the Company have a written and executed agreement stating otherwise, and shall be made from the starting exercise
price of the warrants being the exercise price of the warrants at that time, and shall be cumulative upon any other changes to the exercise price
of the warrant that may already have been made.

         Each Selling Stockholder may offer for sale all or part of the shares from time to time. The selling stockholder table assumes the
Selling Stockholders will sell all of the shares offered for sale. A Selling Stockholder is under no obligation, however, to sell any shares
pursuant to this prospectus.


                                                                      SS-4
                                            [Alternate Page for Selling Securityholder Prospectus]

                                                          PLAN OF DISTRIBUTION

       The selling securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of
common stock or interests in shares of common stock received after the date of this prospectus from a selling securityholder as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private
transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market
price, at varying prices determined at the time of sale, or at negotiated prices.

      The selling securityholders may use any one or more of the following methods when disposing of shares or interests therein:

       •    ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

       •    block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as
            principal to facilitate the transaction;

       •    purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

       •    an exchange distribution in accordance with the rules of the applicable exchange;

       •    privately negotiated transactions;

       •    short sales;

       •    through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

       •    broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

       •    a combination of any such methods of sale; and

       •    any other method permitted pursuant to applicable law.

       The selling securityholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as
selling securityholders under this prospectus. The selling securityholders also may transfer the shares of common stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus;
provided , however , that prior to any such transfer the following information (or such other information as may be required by the federal
securities laws from time to time) with respect to each such selling beneficial owner must be added to the prospectus by way of a prospectus
supplement or post-effective amendment, as appropriate: (1) the name of the selling beneficial owner; (2) any material relationship the selling
beneficial owner has had within the past three years with us or any of our predecessors or affiliates; (3) the amount of securities of the class
owned by such security beneficial owner before the offering; (4) the amount to be offered for the security beneficial owner‘s account; and
(5) the amount and (if one percent or more) the percentage of the class to be owned by such security beneficial owner after the offering is
complete.

       In connection with the sale of our common stock or interests therein, the selling securityholders may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling securityholders may also sell shares of our common stock short and deliver these securities to close out their
short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling securityholders may
also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

       The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their
agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will
not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the
exercise price of the warrants.


                                                                SS-5
       The selling securityholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the
Securities Act of 1933, as amended, provided that they meet the criteria and conform to the requirements of that rule.

       The selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests
therein may be ―underwriters‖ within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit
they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are
―underwriters‖ within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the
Securities Act.

       To the extent required, the shares of our common stock to be sold, the names of the selling securityholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration
statement that includes this prospectus.

       The maximum amount of compensation to be received by any FINRA member or independent broker-dealer for the sale of any
securities registered under this prospectus will not be greater than 8.0% of the gross proceeds from the sale of such securities.

       In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

        We have advised the selling securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the selling securityholders and their affiliates. In addition, we will make copies of this prospectus
(as it may be supplemented or amended from time to time) available to the selling securityholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The selling securityholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

       We have agreed to indemnify the selling securityholders against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.

        We have agreed with the selling securityholders to keep the registration statement of which this prospectus constitutes a part effective
until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the
registration statement or (2) the date on which the shares may be sold pursuant to Rule 144 of the Securities Act.

       To our knowledge, no selling securityholder is a broker-dealer or an affiliate of a broker-dealer.

Lock-Up Agreement

       All Selling Stockholders have agreed not to sell or otherwise dispose of their shares of Common Stock until the three month anniversary
of the effectiveness of this Registration Statement.

                                                               LEGAL MATTERS

       The validity of the securities offered hereby has been passed upon for us by Ellenoff Grossman & Schole LLP, New York, New York.


                                                                        SS-6
                                         [Alternate Page for Selling Securityholder Prospectus]

        Until        , 2011 all dealers that effect transactions in these securities, whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

                                                             8,068,698 Shares

                                                                    of

                                                              Common Stock


                                              CHINA FOR-GEN CORP.
                                                                   ▪
                                                              PROSPECTUS
                                                                   ▪

                                                                      , 2011


                                                                   SS-7
                                                                    PART II

                                           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

         Expenses payable by us in connection with this offering are as follows:

  SEC Registration Fee                                                                                       $        9,075.80
  AMEX Filing Fees                                                                                           $          60,000
  Professional Fees and Expenses                                                                             $         300,000
  Printing and Engraving Expenses (1)                                                                        $          40,000
  Miscellaneous Expenses(1)                                                                                  $        5,355.20

  Total (1)                                                                                                  $         414,431

  (1) Estimates

Item 14. Indemnification of Directors and Officers.

         We are a Delaware corporation, and accordingly, we are subject to the corporate laws under the Delaware General Corporation
Law. Article Sixth of our second amended and restated certificate of incorporation contains the following indemnification provision for our
directors and officers:

         ―The Corporation shall have the power to indemnify any director, officer, employee or agent of the Corporation or any other person
         who is serving at the request of the Corporation in any such capacity with another corporation, partnership, joint venture, trust or other
         enterprise (including, without limitation, any employee benefit plan) to the fullest extent permitted by the General Corporation Law of
         the State of Delaware as it exists on the date hereof or as it may hereafter be amended, and any such indemnification may continue as
         to any person who has ceased to be director, officer, employee or agent and may inure to the benefit of the heirs, executors and
         administrators of such a person.‖

         None of our directors will be personally liable to us or our stockholders for monetary damages resulting from a breach of fiduciary
duty as a director, except liability for the following:

         •    Any breach of their duty of loyalty to us or our stockholders;

         •    Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

         •    Unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware
              General Corporation Law; and

         •    Any transaction from which the director derived an improper personal benefit.

       Our amended and restated certificate of incorporation also provides discretionary indemnification for the benefit of our directors,
officers, and employees, to the fullest extent permitted by Delaware law, as it may be amended from time to time. Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to our directors or officers, or
persons controlling us, pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.

       Pursuant to our amended and restated bylaws, we are required to indemnify our directors, officers, employees and agents, and we have
the discretion to advance his or her related expenses, to the fullest extent permitted by law.

        The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and bylaws may
discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood
of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders.
Furthermore, a stockholder‘s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against
directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of
our directors, officers or employees regarding which indemnification is sought, and we are not aware of any threatened litigation that may
result in claims for indemnification.
II-1
Item 15. Recent Sales of Unregistered Securities

          The following are all issuances of securities by the registrant during the past three years which were not registered under the Securities
Act of 1933, as amended. In each of these issuances the recipient represented that he or it was acquiring the shares for investment purposes
only, and not with a view towards distribution or resale except in compliance with applicable securities laws. No general solicitation or
advertising was used in connection with any transaction, and the certificate evidencing the securities that were issued contained a legend
restricting their transferability absent registration under the Securities Act or the availability of an applicable exemption therefrom. Unless
specifically set forth below, no underwriter participated in the transaction and no commissions were paid in connection with the transactions.

May 2008 Private Placement

         On May 30, 2008, the Company conducted a private placement of 500,000 shares of its newly created Series A Convertible Preferred
Stock convertible into 500,000 shares of our common stock and the 2008 Warrant. The Company received gross proceeds of $455,000 from
the private placement. The 2008 Warrant is exercisable through May 20, 2013 at an exercise price of $1.25 per share. The securities were
offered pursuant to exemptions from registration provided by Section 4(2) of the Securities Act of 1933, as amended, Regulation D and Rule
506. The 2008 Warrant was exercised in January, 2010 on a cashless basis for 416,667 shares of our common stock.

        In connection with the May 2008 private placement, we entered into a registration rights agreement to have the shares of common
stock underlying the preferred stock and 2008 Warrants registered for public resale. The filing of the registration statement of which this
prospectus is a part is intended to satisfy certain of our obligations under that registration rights agreement.

February 2009 Private Placement

           On February 12, 2010, the Company received gross proceeds of $2,000,000 from the sale of five year convertible promissory notes,
bearing interest at ten percent (10%) per annum (the ―Notes‖) and Common Stock Purchase Warrants A and B (each, the ―A Warrants‖ and ―B
Warrants‖ and collectively, the ―Warrants‖) to various accredited and institutional investors. The securities were offered pursuant to
exemptions from registration provided by Section 4(2) of the Securities Act of 1933, as amended, Regulation D and Rule 506.

        In connection with the February 2009 private placement, we entered into a registration rights agreement to have the shares of
Common Stock underlying the Notes and Warrants registered for public resale. The filing of the registration statement of which this
prospectus is a part is intended to satisfy certain of our obligations under that registration rights agreement.


                                                                        II-2
Exhibit
Number    Document
1.1       Form of Underwriting Agreement (2)

2.1       Share Transfer Agreement, dated March 26, 2009, by and among the Company, Liaoning Shengsheng and the shareholders of
          Liaoning Shengsheng (1)

3.1       Certificate of Incorporation of the Company (1)

3.2       Amended and Restated Certificate of Incorporation of the Company (1)

3.3       Second Amended and Restated Certificate of Incorporation of the Company (1)

3.4       By-Laws of the Registrant (1)

4.1       Specimen Share Certificate (3)

4.2       Form of Certificate of Series A Convertible Preferred Stock issued to investors, dated May 30, 2008 (1)

4.3       Form of Convertible Warrant issued to investors, dated May 30, 2008 (1)

4.4       Form of Convertible Warrant A issued to investors, dated February 12, 2010, as amended (1)

4.5       Form of Convertible Warrant B issued to investors, dated February 12, 2010, as amended (1)

4.6       Form of Convertible Note issued to investors, dated February 12, 2010 (1)

4.7       Form of Representative ‘ s Warrant (2)

5.1       Opinion of Ellenoff Grossman & Schole LLP (1)

10.1      Form of Securities Purchase Agreement, dated May 30, 2008, between the Company and Professional Offshore Opportunity
          Fund, Ltd. (1)

10.2      Form of Registration Rights Agreement, dated May 30, 2008, between the Company and Professional Offshore Opportunity
          Fund, Ltd. (1)

10.3      Form of Note Purchase Agreement, dated February 12, 2010, between the Company and private placement investors (1)

10.4      Form of Registration Rights Agreement, dated February 12, 2010, between the Company and private placement investors (1)

10.5      Form of Lock-up Agreement (1)

10.6      Form of Make Good Escrow Agreement (3)

10.7      Amended and Restated Call Option Agreement, dated May 12, 2010 (1)

10.8      Certification of Use of Proceeds Executed by Liaoning Shengsheng Biotechnology Co., Ltd., dated February 12, 2010 (1)

10.9      Unofficial English translation of Employment Agreement between Liaoning Shengsheng and Mr. Baoquan Wang (4)

10.10     Unofficial English translation of Employment Agreement between Liaoning Shengsheng and Mr. Jun Fang (5)

10.11     Unofficial English translation of Employment Agreement between Liaoning Shengsheng and Mr. Gang Xu (6)

10.12     Unofficial English translation of Employment Agree ment between Liaoning Shengsheng and Ms. Lanfang Wu (7)

10.13     Unofficial English translation of Beijisong Share Transfer Agreement dated May 10, 2009 and its Amendment dated May 13,
          2009 (8)

21.1      Subsidiaries of the Company (1)
23.1   Consent of Paritz & Company (2)

23.2   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2) (1)

99.1   Unofficial English translation of Confirma tion Letter issued by Shenyang Agriculture University dated March 31, 2010 (1)

99.2   Unofficial English translation of Confirmation Letter issued by Dalian Technology University dat ed May 28, 2010 (1)


                                                          II-3
(1)     Previously filed
(2)     Filed herewith
(3)     To be filed by amendment
(4)     Previously filed as exhibit 99.1 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
(5)     Previously filed as exhibit 99.2 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
(6)     Previously filed as exhibit 99.3 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
(7)     Previously filed as exhibit 99.4 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
(8)     Previously filed as exhibit 99.7 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010

(b) Financial Statement Schedules. None

Item 17. Undertakings

The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

         i. To include any prospectus required by Section 10(a)(3) of the Securities Act;

          ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement(or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the ―Calculation of Registration Fee‖ table in
the effective Registration Statement;

        iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

         (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

         (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

          Each prospectus filed by the Registrant pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use.

         Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


                                                                        II-4
          (6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:

          The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:

        (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424 (§230.424 of this chapter).


                                                                        II-5
                                                               SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Haicheng City, Liaoning Province, People‘s Republic of China, on
January 5, 2011.

                                                                        CHINA FOR-GEN CORP.

                                                                        /s/ Baoquan Wang
                                                                        By: Baoquan Wang
                                                                        President and Chairman of the Board of Directors
                                                                        (principal executive officer)

         Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Name and Title                                                                                                           Date

/s/ Baoquan Wang                                                                                                   January 5, 2011
Baoquan Wang
President and Chairman of the Board of Directors
(principal executive and accounting officer)

*                                                                                                                  January 5, 2011
Lanfeng Wu
Treasurer and Secretary (principal financial officer)

*                                                                                                                  January 5, 2011
Jia Yu
Director

*                                                                                                                  January 5, 2011
Zhang Daoxu
Director

*                                                                                                                  January 5, 2011
Gang Xu
Director

*                                                                                                                  January 5, 2011
Scott Ogilvie
Director

*                                                                                                                  January 5, 2011
Kevin Randolph
Director

*                                                                                                                  January 5, 2011
Marc Klee
Director

*/s/ Baoquan Wang
Baoquan Wang
Attorney-in-Fact


                                                                      S-1
                                                      EXHIBIT INDEX

Exhibit
Number    Document
1.1       Form of Underwriting Agreement (2)

2.1       Share Transfer Agreement, dated March 26, 2009, by and among the Company, Liaoning Shengsheng and the shareholders of
          Liaoning Shengsheng (1)

3.1       Certificate of Incorporation of the Company (1)

3.2       Amended and Restated Certificate of Incorporation of the Company (1)

3.3       Second Amended and Restated Certificate of Incorporation of the Company (1)

3.4       By-Laws of the Registrant (1)

4.1       Specimen Share Certificate (3)

4.2       Form of Certificate of Series A Convertible Preferred Stock issued to investors, dated May 30, 2008 (1)

4.3       Form of Convertible Warrant issued to investors, dated May 30, 2008 (1)

4.4       Form of Convertible Warrant A issued to investors, dated February 12, 2010, as amended (1)

4.5       Form of Convertible Warrant B issued to investors, dated February 12, 2010, as amended (1)

4.6       Form of Convertible Note issued to investors, dated February 12, 2010 (1)

4.7       Form of Representative ‘ s Warrant (2)

5.1       Opinion of Ellenoff Grossman & Schole LLP (1)

10.1      Securities Purchase Agreement, dated May 30, 2008, between the Company and Professional Offshore Opportunity Fund,
          Ltd. (1)

10.2      Registration Rights Agreement, dated May 30, 2008, between the Company and Professional Offshore Opportunity Fund,
          Ltd. (1)

10.3      Note Purchase Agreement, dated February 12, 2010, between the Company and private placement investors (1)

10.4      Registration Rights Agreement, dated February 12, 2010, between the Company and private placement investors (1)

10.5      Form of Lock-up Agreement (1)

10.6      Form of Make Good Escrow Agreement (3)

10.7      Amended and Restated Call Option Agreement, dated May 12, 2010 (1)

10.8      Certification of Use of Proceeds Executed by Liaoning Shengsheng Biotechnology Co., Ltd., dated February 12, 2010 (1)

10.9      Unofficial English translation of Employment Agreement between Liaoning Shengsheng and Mr. Baoquan Wang (4)

10.10     Unofficial English translation of Employment Agreement between Liaoning Sheng sheng and Mr. Jun Fang (5)

10.11     Unofficial English translation of Employment Agreement between Liaoning Shengsheng and Mr. Gang Xu (6)

10.12     Unofficial English translation of Employment Agreement between Liaoning Shengsheng and Ms. Lanfang Wu (7)

10.13     Unofficial English translation of Beijisong Share Transfer Agreement dated May 10, 2009 and its Amendment dated May 13,
       2009 (8)

21.1   Subsidiaries of the Company (1)

23.1   Consent of Paritz & Company (2)

23.2   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1) (1)

99.1   Unofficial English translation of Confirmation Letter issued by Shenyang Agriculture University date d March 31, 2010 (1)

99.2   Unofficial English translation of Confirmation Letter issued by Dalian Technology University dated May 28, 2010 (1)
(1)   Previously filed
(2)   Filed herewith
(3)   To be filed by amendment
(4)   Previously filed as exhibit 99.1 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
(5)   Previously filed as exhibit 99.2 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
(6)   Previously filed as exhibit 99.3 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
(7)   Previously filed as exhibit 99.4 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
(8)   Previously filed as exhibit 99.7 to Amendment No. 1 to the Registrarion Statement on Form S-1 filed with the SEC on July 15, 2010
                                                 4,000,000 SHARES OF COMMON STOCK

                                                          CHINA FOR-GEN CORP.

                                                     UNDERWRITING AGREEMENT

                                                                                      November __, 2010
MAXIM GROUP LLC
405 Lexington Avenue
New York, NY 10174

As Representative of the Underwriters
named on Schedule A hereto

Ladies and Gentlemen:

         China For-Gen Corp., a Delaware corporation (the ― Company”), confirms its agreement, subject to the terms and conditions set forth
herein, with each of the underwriters listed on Schedule A hereto (collectively, the ― Underwriters”), for whom Maxim Group LLC is acting
as representative (in such capacity, the ― Representative”), to sell and issue to the Underwriters an aggregate of 4,000,000 shares of common
stock, $0.001 par value (the ― Common Stock”) of the Company (the " Firm Shares"). The Firm Shares are more fully described in the
Registration Statement and Prospectus referred to below.

         The offering and sale of the Common Stock contemplated by this underwriting agreement (this ― Agreement”) is referred to herein as
the ― Offering.”

         1.1        Firm Shares; Over-Allotment Option.

                 (a)            Purchase of Firm Shares. On the basis of the representations and warranties herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate
of 4,000,000 Firm Shares of the Company at a purchase price (net of discounts and commissions) of $[X.XX] per Firm Share. The
Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective
names on Schedule A attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $[X.XX] per Firm
Share.

                   (b)            Payment and Delivery. Delivery and payment for the Firm Shares shall be made at 10:00 A.M., New York
time, on the third Business Day following the effective date (the “Effective Date”) of the Registration Statement (or the fourth Business Day
following the effective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such earlier time as shall be agreed upon
by the Representative and the Company at the offices of the Representative or at such other place as shall be agreed upon by the Representative
and the Company. The hour and date of delivery and payment for the Firm Shares is called the ― Closing Date.” The closing of the payment of
the purchase price for, and delivery of certificates representing, the Firm Shares is referred to herein as the ― Closing.” Payment for the Firm
Shares shall be made on the Closing Date at the Representative‘s election by wire transfer in Federal (same day) funds or by certified or bank
cashier‘s check(s) in New York Clearing House funds. Any remaining proceeds (less commissions, expense allowance and actual expense
payments or other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery to you of certificates (in
form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the full fast transfer facilities of the Depository
Trust Company (the ― DTC ‖)) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such
authorized denominations as the Representative may request in writing at least two Business Days prior to the Closing Date. The Company will
permit the Representative to examine and package the Firm Shares for delivery, at least one full Business Day prior to the Closing Date. The
Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all the Firm Shares.
                  (c)           Option Shares. For the purposes of covering any over-allotments in connection with the distribution and sale
of the Firm Shares, the Representative on behalf of the Underwriters is, hereby granted, an option to purchase up to an additional 15% of the
number of Firm Shares (the " Option Shares") to be offered by the Company in the Offering (the ― Over-allotment Option”). The Firm
Shares and the Option Shares are hereinafter collectively referred to as the ― Shares”. The Shares and the Representative‘s Securities (as
hereinafter defined) are referred to as (the ― Securities”). The purchase price to be paid for the Option Shares (net of discounts and
commissions) will be $[X.XX] per Option Share.

                   (d)             Exercise of Option. The Over-allotment Option granted pursuant to Section 1.1(c) hereof may be exercised by
the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Effective Date. The
Underwriters will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The
Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be
confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Shares to be purchased and the date and
time for delivery of and payment for the Option Shares, which will not be later than five Business Days after the date of the notice or such other
time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be
agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date,
the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the ― Option Closing Date”). Upon
exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and
conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice.

                   (e)          Payment and Delivery of Option Shares. Payment for the Option Shares shall be made on the Option Closing
Date at the Representative‘s election by wire transfer in Federal (same day) funds or by certified or bank cashier‘s check(s) in New York
Clearing House funds, by deposit of the sum of $[X.XX] per Option Share to the Company upon delivery to the Underwriters of certificates (in
form and substance satisfactory to the Underwriters) representing the Option Shares (or through the full fast transfer facilities of DTC) for the
account of the Underwriters. The certificates representing the Option Shares to be delivered will be in such denominations and registered in
such names as the Representative requests not less than two Business Days prior to the Closing Date or the Option Closing Date, as the case
may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company‘s
transfer agent or correspondent not less than one full Business Day prior to such Closing Date or Option Closing Date.

                   (f)          Representative's Warrants. As additional consideration, the Company hereby agrees to issue and sell to the
Representative (and/or their respective designees) on the Effective Date warrants (the ― Representative's Warrants”) for the purchase of that
many shares of Common Stock equal to 5% of the Common Stock sold in the Offering for an aggregate purchase price of $100.00. The
Representative's Warrants shall be exercisable, in whole or in part, commencing on the date that is six months from the Effective Date and
expiring on the five-year anniversary of the Effective Date at an initial exercise price per unit of $[—], which is equal to one hundred and ten
percent (110%) of the public offering price of a Share. The Representative‘s Warrant shall allow for cashless exercise and provide for one
demand registration right at the Company‘s expense, one demand registration right at the Representative‘s expense and for unlimited
―piggyback‖ registration rights at the Company‘s expense with respect to the underlying shares of common stock. Pursuant to the rules of the
Financial Industry Regulatory Authority, Inc., (― FINRA ‖), and in particular FINRA Rule 5110, the Representative‘s Warrants (and
underlying shares) may not be sold, transferred, assigned, pledged, or hypothecated, or the subject of any hedging, short sale, derivative, put or
call transaction that would result in the effective disposition of the securities by any person for a period of 180 days immediately following the
date of delivery and payment for the shares offered provided, however, the Representative‘s Warrant (and underlying shares) may be
transferred to officers or directors of the Representative and members of the underwriting syndicate and their affiliates as long as the
Representative‘s Warrants (and underlying shares) remain subject to such lock-up. The Representative's Warrants and the Common Stock
issuable upon exercise of the Representative‘s Warrants are hereinafter referred to collectively as the ― Representative’s Securities.”
         2.        Representations and Warranties of the Company.

                   2.1      The Company represents, warrants and covenants to, and agrees with, each of the Underwriters that, as of the date
hereof and as of the Closing Date:


                   (a)       The Company has prepared and filed with the Securities and Exchange Commission (the ― Commission”) a
registration statement on Form S-1 (Registration No. 333-166868), and amendments thereto, and related preliminary prospectuses for the
registration under the Securities Act of 1933, as amended (the ― Securities Act”), of the Securities which registration statement, as so amended
(including post-effective amendments, if any), has been declared effective by the Commission and copies of which have heretofore been
delivered to the Underwriters. The registration statement, as amended at the time it became effective, including the prospectus, financial
statements, schedules, exhibits and other information (if any) deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the ― Registration Statement.” If the Company has filed or is
required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act registering additional
Common Stock (a ― Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term ―Registration
Statement‖ shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which, if
filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed with the
Commission. All of the Securities have been registered under the Securities Act pursuant to the Registration Statement or, if any Rule 462(b)
Registration Statement is filed, will be duly registered under the Securities Act with the filing of such Rule 462(b) Registration Statement. The
Company has responded to all requests of the Commission for additional or supplemental information. Based on communications from the
Commission, no stop order suspending the effectiveness of either the Registration Statement or the Rule 462(b) Registration Statement, if any,
has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. The Company, if required by the
Securities Act and the rules and regulations of the Commission (the ― Rules and Regulations”), proposes to file the Prospectus with the
Commission pursuant to Rule 424(b) under the Securities Act ( ― Rule 424(b)”). The prospectus, in the form in which it is to be filed with the
Commission pursuant to Rule 424(b), or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the
form included as part of the Registration Statement at the time the Registration Statement became effective, is hereinafter referred to as the ―
Prospectus,” except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in
connection with the Offering which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to
be filed by the Company pursuant to Rule 424(b)), the term ―Prospectus‖ shall also refer to such revised prospectus or prospectus supplement,
as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus
subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act is
hereafter called a ― Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the exhibits incorporated by reference therein pursuant to the Rules and Regulations on or
before the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may
be. Any reference herein to the terms ―amend‖, ―amendment‖ or ―supplement‖ with respect to the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include: (i) the filing of any document under the Securities Exchange Act of 1934,
as amended, and together with the Rules and Regulations promulgated thereunder (the ― Exchange Act”) after the effective date of the
Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein
by reference, and (ii) any such document so filed. All references in this Agreement to the Registration Statement, the Rule 462 (b) Registration
Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include
any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ( “EDGAR”).

                (b)       The Company has filed with the Commission a Form 8-A (File Number 001-) providing for the registration under
the Exchange Act of the Common Stock. The registration of the Common Stock under the Exchange Act has been declared effective by the
Commission on the date hereof.
                   (c)        At the time of the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement or the
effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission pursuant
to Rule 424(b), when any supplement to or amendment of the Prospectus is filed with the Commission, when any document filed under the
Exchange Act was or is filed, at all other subsequent times until the completion of the public offer and sale of the Securities, and at the Closing
Date (as hereinafter defined), if any, the Registration Statement and the Prospectus and any amendments thereof and supplements or exhibits
thereto complied or will comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules
and Regulations, and did not and will not contain an untrue statement of a material fact and did not and will not omit to state any material fact
required to be stated therein or necessary in order to make the statements therein: (i) in the case of the Registration Statement, not misleading,
and (ii) in the case of the Prospectus in light of the circumstances under which they were made, not misleading. When any Preliminary
Prospectus was first filed with the Commission (whether filed as part of the registration statement for the registration of the Securities or any
amendment thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed
with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with
the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not contain an untrue statement of a
material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. No representation and warranty is made in this subsection (b),
however, with respect to any information contained in or omitted from the Registration Statement or the Prospectus or any related Preliminary
Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through the Representative specifically for use therein. The parties acknowledge and agree that
such information provided by or on behalf of any Underwriter consists solely of the subsections of the ―Underwriting‖ section of the
Prospectus captioned ―Stabilization,‖ "Pricing of Securities," the last sentence of "Other Matters" and the penultimate paragraph on the cover
page of the Preliminary Prospectus and the Prospectus (the “Underwriters’ Information”).

                 (d)       Neither: (i) any Issuer-Represented General Free Writing Prospectus(es) (as defined below) issued at or prior to the
Time of Sale (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the ― General
Disclosure Package”), nor (ii) any individual Issuer-Represented Limited-Use Free Writing Prospectus(es) (as defined below), when
considered together with the General Disclosure Package, includes or included as of the Time of Sale, any untrue statement of a material fact or
omits or omitted as of the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any
Statutory Prospectus included in the Registration Statement or any Issuer-Represented Free Writing Prospectus (as defined below) based upon
and in conformity with written information furnished to the Company by the Representative specifically for use therein.

                  (e)        Each Issuer-Represented Free Writing Prospectus, as of its issue date and at all subsequent times through the
completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as
described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the
information contained in the Registration Statement, any Statutory Prospectus or the Prospectus. If at any time following issuance of an
Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented
Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Statutory Prospectus or
the Prospectus relating to the Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not
misleading, the Company has notified or will notify promptly the Representative so that any use of such Issuer-Represented Free Writing
Prospectus may cease until it is promptly amended or supplemented by the Company, at its own expense, to eliminate or correct such conflict,
untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer-Represented Free
Writing Prospectus based upon and in conformity with written information furnished to the Company by the Representative specifically for use
therein.
                   (f)      The Company has not distributed and will not distribute any prospectus or other offering material in connection
with the offering and sale of the Securities other than the General Disclosure Package or the Prospectus or other materials permitted by the Act
to be distributed by the Company. Unless the Company obtains the prior consent of the Representative, the Company has not made and will not
make any offer relating to the Securities that would constitute an ―issuer free writing prospectus,‖ as defined in Rule 433 under the Act, or that
would otherwise constitute a ―free writing prospectus,‖ as defined in Rule 405 under the Act, required to be filed with the Commission. The
Company has complied and will comply with the requirements of Rules 164 and 433 under the Act applicable to any Issuer-Represented Free
Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities,
including timely filing with the Commission where required, legending and record keeping. The Company has satisfied and will satisfy the
conditions in Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show.

                   (g)       Each Underwriter agrees that, unless it obtains the prior written consent of the Company, it will not make any offer
relating to the Securities that would constitute an Issuer-Represented Free Writing Prospectus (as defined below) or that would otherwise
(without taking into account any approval, authorization, use or reference thereto by the Company) constitute a ―free writing prospectus‖
required to be filed by the Company with the Commission (as defined herein) or retained by the Company under Rule 433 of the Securities Act;
provided that the prior written consent of the Company hereto shall be deemed to have been given in respect of any Issuer-Represented General
Free Writing Prospectuses referenced on Schedule C attached hereto


                  As used in this Agreement, the terms set forth below shall have the following meanings:

                           (i)       ― Time of Sale” means [___] (Eastern time) on the date of this Agreement.

                            (ii)       ― Statutory Prospectus” as of any time means the prospectus that is included in the Registration
Statement immediately prior to that time. For purposes of this definition, information contained in a form of prospectus that is deemed
retroactively to be a part of the Registration Statement pursuant to Rule 430A or 430B shall be considered to be included in the Statutory
Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) under the Act.

                           (iii)      ― Issuer-Represented Free Writing Prospectus” means any ―issuer free writing prospectus,‖ as defined
in Rule 433 under the Act, relating to the Securities that (A) is required to be filed with the Commission by the Company, or (B) is exempt
from filing pursuant to Rule 433(d)(5)(i) under the Act because it contains a description of the Securities or of the offering that does not reflect
the final terms or pursuant to Rule 433(d)(8)(ii) because it is a ―bona fide electronic road show,‖ as defined in Rule 433 of the Regulations, in
each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company‘s
records pursuant to Rule 433 (g) under the Act.

                          (iv)     ― Issuer-Represented General Free Writing Prospectus” means any Issuer-Represented Free Writing
Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule C to this
Agreement.

                            (v)      ― Issuer-Represented Limited-Use Free Writing Prospectus” means any Issuer-Represented Free
Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing
Prospectus also includes any ―bona fide electronic road show,‖ as defined in Rule 433 of the Regulations, that is made available without
restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.

                 (h)       Paritz & Company (“Paritz”), whose reports relating to the Company are included in the Registration Statement,
are independent public accountants as required by the Securities Act, the Exchange Act and the Rules and Regulations and, to the Company's
knowledge, such accountants are not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 ( ― Sarb-Ox ”).
                     (i)      Subsequent to the respective dates as of which information is presented in the Registration Statement, the General
Disclosure Package and the Prospectus, and except as disclosed in the Registration Statement, the General Disclosure Package and the
Prospectus: (i) the Company has not declared, paid or made any dividends or other distributions of any kind on or in respect of its capital stock,
and (ii) there has been no material adverse change (or, to the knowledge of the Company, any development which has a high probability of
involving a material adverse change in the future), whether or not arising from transactions in the ordinary course of business, in or affecting:
(A) the business, condition (financial or otherwise), results of operations, shareholders‘ equity, properties or prospects of the Company and its
Subsidiaries (as defined below), taken as a whole; (B) the long-term debt or capital stock of the Company or any of its Subsidiaries; or (C) the
Offering or consummation of any of the other transactions contemplated by this Agreement, the Registration Statement, the General Disclosure
Package and the Prospectus (a ― Material Adverse Change”). Since the date of the latest balance sheet presented in the Registration
Statement, the General Disclosure Package and the Prospectus, neither the Company nor any Subsidiary has incurred or undertaken any
liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including
any acquisition or disposition of any business or asset, which are material to the Company and the Subsidiaries taken as a whole, except for
liabilities, obligations and transactions which are disclosed in the Registration Statement and the Prospectus.

                   (j)      As of the dates indicated in the Registration Statement, the General Disclosure Package and the Prospectus, the
authorized, issued and outstanding shares of capital stock of the Company were as set forth in the Registration Statement, the General
Disclosure Package and the Prospectus in the column headed ―Actual‖ under the section thereof captioned ―Capitalization‖ and, after giving
effect to the Offering and the other transactions (excluding the offer and sale of the Over-allotment Shares) contemplated by this Agreement,
the Registration Statement, the General Disclosure Package and the Prospectus, will be as set forth in the column headed ―As Adjusted‖ in such
section. All of the issued and outstanding shares of capital stock of the Company, as well as any securities convertible or exercisable for capital
stock of the Company, are fully paid and non-assessable and have been duly and validly authorized and issued, in compliance with all
applicable state, federal and foreign securities laws and not in violation of or subject to any preemptive or similar right that does or will entitle
any Person (as defined below), upon the issuance or sale of any security, to acquire from the Company or any Subsidiary any Relevant
Security. As used herein, the term ― Relevant Security” means any Common Stock or other security of the Company or any Subsidiary that is
convertible into, or exercisable or exchangeable for Common Stock or equity securities, or that holds the right to acquire any Common Stock or
equity securities of the Company or any Subsidiary or any other such Relevant Security, except for such rights as may have been fully satisfied
or waived prior to the effectiveness of the Registration Statement. As used herein, the term ― Person” means any foreign or domestic
individual, corporation, trust, partnership, joint venture, limited liability company or other entity. Except as set forth in, or contemplated by, the
Registration Statement, the General Disclosure Package and the Prospectus, on the Effective Date and on the Closing Date, there will be no
options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Common Stock or any security convertible into
Common Stock, or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible securities.

                   (k)       The Shares have been duly and validly authorized and, when issued, delivered and paid for in accordance with this
Agreement on the Closing Date, will be duly and validly issued, fully paid and non-assessable, will have been issued in compliance with all
applicable state, federal and foreign securities laws and will not have been issued in violation of or subject to any preemptive or similar right
that does or will entitle any Person to acquire any Relevant Security from the Company or any Subsidiary upon issuance or sale of the Shares in
the Offering. The Common Stock conform to the descriptions thereof contained in the Registration Statement, the General Disclosure Package
and the Prospectus. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any Subsidiary has
outstanding warrants, options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, or any contracts or
commitments to issue or sell, any Relevant Security.

                   (l)      The Common Stock underlying the Representative's Warrants have been duly authorized for issuance, will conform
to the description thereof in the Registration Statement and in the Prospectus and have been validly reserved for future issuance and will, upon
exercise of the Representative's Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company.
The issuance of such securities is not subject to any statutory preemptive rights under the laws of the British Virgin Islands or the Company's
organization documents as in effect at the time of issuance, rights of first refusal or other similar rights of any securityholder of the Company
(except for such preemptive or contractual rights as were waived).
                   (m)       The subsidiaries of the Company (the "Subsidiaries") are Liaoning Shengsheng Biotechnological Co., Ltd.
(―Liaoning Shengsheng‖) and Karamai Pusheng Forest and Wood Industry, LLC (―Pusheng‖). Liaoning Shengsheng is owned 100% by the
Company and Pusheng is owned 100% by Liaoning Shengsheng. Liaoning Shengsheng and Pusheng are each organized under the laws of the
People‘s Republic of China (the ―PRC‖), and they are the only subsidiaries of the Company within the meaning of Rule 405 under the
Securities Act. Except for the Subsidiaries, the Company holds no ownership or other interest, nominal or beneficial, direct or indirect, in any
corporation, partnership, joint venture or other business entity. All of the issued and outstanding shares of capital stock of, or other ownership
interests in, each Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and are owned, directly or
indirectly, by the Company, free and clear of any lien, charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever (any ― Lien”). No director, officer or key employee of the Company
named in the Prospectus holds any direct equity, debt or other pecuniary interest in any Subsidiary or any Person with whom the Company or
any Subsidiary does business or is in privity of contract with, other than, in each case, indirectly through the ownership by such individuals of
Common Stock.

                  (n)       Each of the Company and the Subsidiaries has been duly incorporated, formed or organized, and validly exists as a
corporation, partnership or limited liability company in good standing under the laws of its jurisdiction of incorporation, formation or
organization. Each of the Company and the Subsidiaries has all requisite power and authority to carry on its business as it is currently being
conducted and as described in the Registration Statement, the General Disclosure Package and the Prospectus, and to own, lease and operate its
respective properties. Each of the Company and the Subsidiaries is duly qualified to do business and is in good standing as a foreign
corporation, partnership or limited liability company in each jurisdiction in which the character or location of its properties (owned, leased or
licensed) or the nature or conduct of its business makes such qualification necessary, except, in each case, for those failures to be so qualified
or in good standing which (individually and in the aggregate) would not reasonably be expected to have a material adverse effect on: (i) the
business, condition (financial or otherwise), results of operations, shareholders‘ equity, properties or prospects of the Company and the
Subsidiaries, taken as a whole; (ii) the long-term debt or capital stock of the Company or any Subsidiary; or (iii) the Offering or consummation
of any of the other transactions contemplated by this Agreement, the Registration Statement, the General Disclosure Package and the
Prospectus (any such effect being a ― Material Adverse Effect”).

                   (o)       Neither the Company nor any Subsidiary: (i) is in violation of its certificate or articles of incorporation,
memorandum and articles of association, by-laws, certificate of formation, limited liability company agreement, joint venture agreement,
partnership agreement or other organizational documents, (ii) is in default under, and no event has occurred which, with notice or lapse of time
or both, would constitute a default under or result in the creation or imposition of any Lien upon any of its property or assets pursuant to, any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which
any of its property or assets is subject or (iii) is in violation in any respect of any law, rule, regulation, ordinance, directive, judgment, decree or
order of any judicial, regulatory or other legal or governmental agency or body, foreign or domestic, except (in the case of clause (ii) above) for
any Lien disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

                   (p)      The Company has full right, power and authority to execute and deliver this Agreement, the Representative's
Warrants and all other agreements, documents, certificates and instruments required to be delivered pursuant to this Agreement. The Company
has duly and validly authorized this Agreement, the Representative's Warrants and each of the transactions contemplated by this Agreement
and the Representative's Warrants. This Agreement and the Representative's Warrants have been duly and validly executed and delivered by
the Company and constitute the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance
with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors‘ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
                   (q)      The execution, delivery, and performance of this Agreement, the Representative's Warrants and all other
agreements, documents, certificates and instruments required to be delivered pursuant to this Agreement, and consummation of the transactions
contemplated by this Agreement do not and will not: (i) conflict with, require consent under or result in a breach of any of the terms and
provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the
creation or imposition of any Lien upon any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement, instrument, franchise, license or permit to which the Company or any Subsidiary is a party or by
which the Company or any Subsidiary or their respective properties, operations or assets may be bound or (ii) violate or conflict with any
provision of the certificate or articles of incorporation, by-laws, certificate of formation, limited liability company agreement, partnership
agreement or other organizational documents of the Company or any Subsidiary, or (iii) violate or conflict with any law, rule, regulation,
ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, domestic or foreign,
except in the case of subsections (i) and (iii) for any default, conflict or violation that would not have or reasonably be expected to have a
Material Adverse Effect.

                    (r)      Each of the Company and the Subsidiaries has all consents, approvals, authorizations, orders, registrations,
qualifications, licenses, filings and permits of, with and from all judicial, regulatory and other legal or governmental agencies and bodies and
all third parties, foreign and domestic (collectively, the ― Consents”), to own, lease and operate its properties and conduct its business as it is
now being conducted and as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and each such
Consent is valid and in full force and effect. Neither the Company nor any Subsidiary has received notice of any investigation or proceedings
which results in or, if decided adversely to the Company or any Subsidiary, could reasonably be expected to result in, the revocation of, or
imposition of a materially burdensome restriction on, any Consent. No Consent contains a materially burdensome restriction not adequately
disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

                  (s)      Each of the Company and the Subsidiaries is in compliance with all applicable laws, rules, regulations, ordinances,
directives, judgments, decrees and orders, foreign and domestic, except for any non-compliance the consequences of which would not have or
reasonably be expected to have a Material Adverse Effect. Neither the Company, nor any of its Affiliates (within the meaning of Rule 144
under the Securities Act) ( ― Affiliates”) has received any notice or other information from any regulatory or other legal or governmental
agency which could reasonably be expected to result in any default or potential decertification by the Company, or any of its Affiliates.

                  (t)     No Consent of, with or from any judicial, regulatory or other legal or governmental agency or body or any third
party, foreign or domestic is required for the execution, delivery and performance of this Agreement, the Representative's Warrants or
consummation of each of the transactions contemplated by this Agreement, including the issuance, sale and delivery of the Securities to be
issued, sold and delivered hereunder, except the registration under the Securities Act of the Securities, which has become effective, and such
Consents as may be required under state securities or blue sky laws or the by-laws and rules of the NYSE Amex, where the Common Stock
have been approved for listing, and FINRA in connection with the purchase and distribution of the Securities by the Underwriters, each of
which has been obtained and is in full force and effect.

                   (u)       Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no
judicial, regulatory, arbitral or other legal or governmental proceeding or other litigation or arbitration, domestic or foreign, pending to which
the Company or any Subsidiary is a party or of which any property, operations or assets of the Company or any Subsidiary is the subject which,
individually or in the aggregate, if determined adversely to the Company or any Subsidiary, would reasonably be expected to have a Material
Adverse Effect. To the Company‘s knowledge, no such proceeding, litigation or arbitration is threatened or contemplated; and the defense of
all such proceedings, litigation and arbitration against or involving the Company or any Subsidiary would not reasonably be expected to have a
Material Adverse Effect.

                   (v)      The financial statements, including the notes thereto, and the supporting schedules included in the Registration
Statement, the General Disclosure Package and the Prospectus comply in all material respects with the requirements of the Securities Act, the
Exchange Act and present fairly the financial position as of the dates indicated and the cash flows and results of operations for the periods
specified of the Company and its consolidated Subsidiaries. Except as otherwise stated in the Registration Statement, the General Disclosure
Package and the Prospectus, said financial statements have been prepared in conformity with United States generally accepted accounting
principles applied on a consistent basis throughout the periods involved, except in the case of unaudited financials which are subject to normal
year end adjustments and do not contain certain footnotes. The supporting schedules included in the Registration Statement, the General
Disclosure Package and the Prospectus present fairly the information required to be stated therein. No other financial statements or supporting
schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the
Prospectus. The other financial and statistical information included in the Registration Statement, the General Disclosure Package and the
Prospectus present fairly the information included therein and have been prepared on a basis consistent with that of the financial statements that
are included in the Registration Statement, the General Disclosure Package and the Prospectus and the books and records of the respective
entities presented therein.
                  (w)       There are no pro forma or as adjusted financial statements which are required to be included in the Registration
Statement, the General Disclosure Package and the Prospectus in accordance with Regulation S-X which have not been included as so required.
The pro forma and pro forma as adjusted financial information included in the Registration Statement, the General Disclosure Package and the
Prospectus has been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Rules and
Regulations and include all adjustments necessary to present fairly in accordance with generally accepted accounting principles the pro forma
and as adjusted financial position of the respective entity or entities presented therein at the respective dates indicated and their cash flows and
the results of operations for the respective periods specified. The assumptions used in preparing the pro forma and pro forma as adjusted
financial information included in the Registration Statement, the General Disclosure Package and the Prospectus provide a reasonable basis for
presenting the significant effects directly attributable to the transactions or events described therein. The related pro forma and pro forma as
adjusted adjustments give appropriate effect to those assumptions; and the pro forma and pro forma as adjusted financial information reflect the
proper application of those adjustments to the corresponding historical financial statement amounts.

                  (x)        The statistical, industry-related and market-related data included in the Registration Statement, the General
Disclosure Package and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are
reliable and accurate, and such data agree with the sources from which they are derived.

                  (y)       The Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and files reports
with the Commission on the EDGAR system. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, as
of the Closing Date, the outstanding Common Stock will be listed on the NYSE Amex stock market (the ―NYSE Amex‖). The Company has
taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or
de-listing the Common Stock, Units and Warrants from the NYSE Amex, nor has the Company received any notification that the Commission
or NYSE Amex is contemplating terminating such registration or listing. Since [ April 28, 2009 ], the Company has timely filed all reports,
schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the
Exchange Act (all of the foregoing, and all other documents and registration statements heretofore filed by the Company with the Commission
being hereinafter referred to as the ― SEC Documents”). None of the SEC Documents, at the time they were filed with the Commission
(except those SEC Documents that were subsequently amended), contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. As of their respective dates, the financial statements of the Company included (or incorporated by reference) in the SEC
Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the
Commission or other applicable rules and regulations with respect thereto (except those SEC Documents that were subsequently amended).

                  (z)         The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and
15d-14 under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Company,
including its subsidiaries, is made known to the principal executive officer and the principal financial officer. The Company has utilized such
controls and procedures in preparing and evaluating the disclosures in the Registration Statement, in the General Disclosure Package and in the
Prospectus.

                   (aa)      Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the
Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A)
transactions are executed in accordance with management‘s general or specific authorization; (B) transactions are recorded as necessary to
permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain
accountability for assets; (C) access to assets is permitted only in accordance with management‘s general or specific authorization; and (D) the
recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. Except as described in the Registration Statement, the General Disclosure Package or in the Prospectus, since [ April 28, 2009 ],
there has been no change in the Company‘s internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company‘s internal control over financial reporting.
                  (bb)      Intentionally Omitted.

                    (cc)      The Company‘s Board of Directors has validly appointed an audit committee whose composition satisfies the
requirements of the rules and regulations of the NYSE Amex and the Board of Directors and/or audit committee has adopted a charter that
satisfies the requirements of the rules and regulations of the NYSE Amex. The audit committee has reviewed the adequacy of its charter within
the past twelve months. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Board of
Directors nor the audit committee has been informed, nor is any director of the Company aware, of: (i) any significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company‘s
ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company‘s internal control over financial reporting.

                  (dd)         Neither the Company nor any of its Affiliates has taken, directly or indirectly, any action which constitutes or is
designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the
price of any security to facilitate the sale or resale of the Securities.

                   (ee)      Neither the Company nor any of its Affiliates has, prior to the date hereof, made any offer or sale of any securities
which are required to be ―integrated‖ pursuant to the Securities Act or the Rules and Regulations with the offer and sale of the Securities
pursuant to the Registration Statement. Except as disclosed in the Registration Statement, the General Disclosure Package, the Prospectus,
neither Company nor any of its Affiliates has sold or issued any Relevant Security during the six-month period preceding the date of the
Prospectus, including but not limited to any sales pursuant to Rule 144A or Regulation D or S under the Securities Act, other than Common
Stock issued pursuant to employee benefit plans, qualified stock option plans or the employee compensation plans or pursuant to outstanding
options, rights or warrants as described in the Registration Statement, the General Disclosure Package and the Prospectus.

                  (ff)      All information contained in the questionnaires completed by each of the Company‘s officers and directors
immediately prior to the Offering and provided to the Representative as well as the biographies of such individuals in the Registration
Statement is true and correct in all material respects and the Company has not become aware of any information which would cause the
information disclosed in the questionnaires completed by the directors and officers to become inaccurate and incorrect.

                (gg)       No director or officer of the Company is subject to any non-competition agreement or non-solicitation agreement
with any employer or prior employer which could materially affect his ability to be and act in his respective capacity of the Company.

                   (hh)      Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no holder of
any Relevant Security has any rights to require registration of any Relevant Security as part or on account of, or otherwise in connection with,
the offer and sale of the Securities contemplated hereby, and any such rights so disclosed have either been fully complied with by the Company
or effectively waived by the holders thereof, and any such waivers remain in full force and effect.

                   (ii)    The conditions for use of Form S-1 to register the Offering under the Securities Act, as set forth in the General
Instructions to such Form, have been satisfied.
                (jj)      The Company is not and, at all times up to and including consummation of the transactions contemplated by this
Agreement, and after giving effect to application of the net proceeds of the Offering, will not be, subject to registration as an ―investment
company‖ under the Investment Company Act of 1940, as amended, and is not and will not be an entity ―controlled‖ by an ―investment
company‖ within the meaning of such act.

                   (kk)       No relationship, direct or indirect, exists between or among any of the Company or any Affiliate of the Company,
on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any affiliate of the Company, on the other
hand, which is required by the Securities Act, the Exchange Act or the Rules and Regulations to be described in the Registration Statement or
the Prospectus which is not so described as required. There are no outstanding loans, advances (except normal advances for business expenses
in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the
Company or any of their respective family members, except as described in the Registration Statement, the General Disclosure Package and the
Prospectus. The Company has not, in violation of the Sarb-Ox directly or indirectly, including through a Subsidiary (other than as permitted
under the Sarb-Ox for depositary institutions), extended or maintained credit, arranged for the extension of credit, or renewed an extension of
credit, in the form of a personal loan to or for any director or executive officer of the Company.

                  (ll)      The Company is in material compliance with the provisions of Sarb-Ox and the Rules and Regulations promulgated
thereunder and related or similar rules and regulations promulgated by the NYSE Amex or any other governmental or self regulatory entity or
agency, except for such violations which, singly or in the aggregate, would not have a Material Adverse Effect. Without limiting the generality
of the foregoing: (i) all members of the Company‘s board of directors who are required to be ―independent‖ (as that term is defined under
applicable laws, rules and regulations), including, without limitation, all members of the audit committee of the Company‘s board of directors,
meet the qualifications of independence as set forth under applicable laws, rules and regulations and (ii) the audit committee of the Company‘s
board of directors has at least one member who is an ―audit committee financial expert‖ (as that term is defined under applicable laws, rules
and regulations).

                  (mm)       Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are
no contracts, agreements or understandings between the Company and any Person that would give rise to a valid claim against the Company or
any Underwriter for a brokerage commission, finder‘s fee or other like payment in connection with the transactions contemplated by this
Agreement or, to the Company‘s knowledge, any arrangements, agreements, understandings, payments or issuance with respect to the
Company or any of its officers, directors, shareholders, partners, employees, Subsidiaries or Affiliates that may affect the Underwriters‘
compensation as determined by FINRA.

                  (nn)        The Company and each Subsidiary owns or leases all such properties as are necessary to the conduct of its business
as presently operated and as proposed to be operated as described in the Registration and the Prospectus. The Company and the Subsidiaries
have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each
case free and clear of all Liens except such as are described in the Registration Statement, the General Disclosure Package and the Prospectus
or such as do not (individually or in the aggregate) materially affect the business or prospects of the Company or any of the Subsidiaries. Any
real property and buildings held under lease or sublease by the Company and the Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material to, and do not interfere with, the use made and proposed to be made of such
property and buildings by the Company and the Subsidiaries. Neither the Company nor any Subsidiary has received any notice of any claim
adverse to its ownership of any real or personal property or of any claim against the continued possession of any real property, whether owned
or held under lease or sublease by the Company or any Subsidiary.

                   (oo)       The Company and each Subsidiary: (i) owns or possesses adequate right to use all patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, formulae, customer lists, and
know-how and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures, ― Intellectual Property”) necessary for the conduct of their respective businesses as being conducted and
as described in the Registration Statement, the General Disclosure and Prospectus and (ii) have no knowledge that the conduct of their
respective businesses do or will conflict with, and they have not received any notice of any claim of conflict with, any such right of others.
Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Company nor any Subsidiary
has granted or assigned to any other Person any right to sell the current products and services of the Company and its Subsidiaries or those
products and services described in the Registration Statement and Prospectus. To the Company‘s best knowledge, there is no infringement by
third parties of any such Intellectual Property; there is no pending or, to the Company‘s knowledge, threatened action, suit, proceeding or claim
by others challenging the Company‘s or any Subsidiary‘s rights in or to any such Intellectual Property, and the Company is unaware of any
facts which would form a reasonable basis for any such claim; and there is no pending or, to the Company‘s knowledge, threatened action, suit,
proceeding or claim by others that the Company or any Subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret
or other proprietary rights of others, and the Company is unaware of any other fact which would form a reasonable basis for any such claim.
                    (pp)       The agreements and documents described in the Registration Statement, the General Disclosure Package and the
Prospectus conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in
the Registration Statement, the General Disclosure Package or the Prospectus or to be filed with the Commission as exhibits to the Registration
Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the
Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Registration Statement,
the General Disclosure Package or the Prospectus or attached as an exhibit thereto, or (ii) is material to the Company‘s business, has been duly
and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the
Company‘s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors‘ rights generally, (y) as enforceability of any indemnification or contribution
provision may be limited under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the
Company‘s knowledge, any other party is in breach or default thereunder and, to the Company‘s knowledge, no event has occurred that, with
the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company‘s knowledge, performance
by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any
of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

                  (qq)       No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any
person or persons controlling, controlled by, or under common control with the Company since the date of the Company‘s formation, except as
disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

                   (rr)      The disclosures in the Registration Statement, the General Disclosure Package and the Prospectus concerning the
effects of foreign, federal, state and local regulation on the Company‘s business as currently contemplated are correct in all material respects
and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not
misleading.

                   (ss)      Each of the Company and the Subsidiaries has accurately prepared and timely filed all federal, state, foreign,
including the PRC, and other tax returns that are required to be filed by it and has paid or made provision for the payment of all taxes,
assessments, governmental or other similar charges, including without limitation, all sales and use taxes and all taxes which the Company or
any Subsidiary is obligated to withhold from amounts owing to employees, creditors and third parties, with respect to the periods covered by
such tax returns (whether or not such amounts are shown as due on any tax return). No deficiency assessment with respect to a proposed
adjustment of the Company‘s or any Subsidiary‘s federal, state, local or foreign, including the PRC, taxes is pending or, to the Company‘s
knowledge, threatened. The accruals and reserves on the books and records of the Company and the Subsidiaries in respect of tax liabilities for
any taxable period not finally determined are adequate to meet any assessments and related liabilities for any such period and, since the date of
the Company‘s most recent audited financial statements, the Company and the Subsidiaries have not incurred any liability for taxes other than
in the ordinary course of its business. There is no tax lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding
against the assets, properties or business of the Company or any Subsidiary.

                  (tt)       No labor disturbance by the employees of the Company or any Subsidiary currently exists or, to the Company‘s
knowledge, is likely to occur.

                   (uu)      Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the
Company and each Subsidiary have at all times operated their respective businesses in material compliance with all Environmental Laws, and
no material expenditures are or will be required in order to comply therewith. Neither the Company nor any Subsidiary has received any notice
or communication that relates to or alleges any actual or potential violation or failure to comply with any Environmental Laws that will result
in a Material Adverse Effect. As used herein, the term ― Environmental Laws” means all applicable laws and regulations, including any
licensing, permits or reporting requirements, and any action by a federal state or local government entity pertaining to the protection of the
environment, protection of public health, protection of worker health and safety, or the handling of hazardous materials, including without
limitation, the Clean Air Act, 42 U.S.C. § 7401, et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980,
42 U.S.C. § 9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1321, et seq., the Hazardous Materials Transportation Act, 49
U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 690-1, et seq., and the Toxic Substances Control Act, 15
U.S.C. § 2601, et seq. or similar laws and regulations, to the extent applicable, under the laws and regulations of the PRC.
                   (vv)       Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, neither the
Company nor any Subsidiary is a party to an ―employee benefit plan,‖ as defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974 ( ― ERISA”) or similar rules and regulations of the PRC which: (i) is subject to any provision of ERISA or such rules and
regulations of the PRC and (ii) is or was at any time maintained, administered or contributed to by the Company or any Subsidiary and covers
any employee or former employee of the Company or any Subsidiary or any ERISA Affiliate (as defined hereafter). These plans are referred to
collectively herein as the ― Employee Plans.” For purposes of this Section, ― ERISA Affiliate” of any person or entity means any other person
or entity which, together with that person or entity, could be treated as a single employer under Section 414(m) of the Internal Revenue Code of
1986, as amended (the ― Code”), or is an ―affiliate,‖ whether or not incorporated, as defined in Section 407(d)(7) of ERISA, of the person or
entity.

                   (ww)        The Registration Statement, the General Disclosure Package and the Prospectus identify each employment,
severance or other similar agreement, arrangement or policy and each material plan or arrangement providing for insurance coverage (including
any self- insured arrangements), workers‘ compensation, disability benefits, severance benefits, supplemental unemployment benefits, vacation
benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive
compensation, or post-retirement insurance, compensation or benefits which: (i) is not an Employee Plan, (ii) is entered into, maintained or
contributed to, as the case may be, by the Company or any Subsidiary or any of their respective ERISA Affiliates, and (iii) covers any
employee or former employee of the Company or any Subsidiary or any of their respective ERISA Affiliates. These contracts, plans and
arrangements are referred to collectively in this Agreement as the ― Benefit Arrangements.” Each Benefit Arrangement has been maintained
in substantial compliance with its terms and with requirements prescribed by any and all statutes, orders, rules and regulations that are
applicable to that Benefit Arrangement.

                   (xx)       Except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus, there is no
liability in respect of post-retirement health and medical benefits for retired employees of the Company or any Subsidiary or any of their
respective ERISA Affiliates other than medical benefits required to be continued under applicable law, determined using assumptions that are
reasonable in the aggregate, over the fair market value of any fund, reserve or other assets segregated for the purpose of satisfying such liability
(including for such purposes any fund established pursuant to Section 40 1(h) of the Code). With respect to any of the Company‘s or any
Subsidiaries‘ Employee Plans which are ―group health plans‖ under Section 4980B of the Code and Section 607(1) of ERISA, there has been
material compliance with all requirements imposed there under such that the Company or any Subsidiary or their respective ERISA Affiliates
have no (and will not incur any) loss, assessment, tax penalty, or other sanction with respect to any such plan.

                 (yy)       As set forth in the Registration Statement, the General Disclosure Package or the Prospectus, neither the Company
nor any Subsidiary is a party to or subject to any employment contract or arrangement providing for annual future compensation, or the
opportunity to earn annual future compensation (whether through fixed salary, bonus, commission, options or otherwise) of more than
$120,000 to any officer, consultant, director or employee.

                   (zz)     The execution of this Agreement, the Representative's Warrants or consummation of the Offering does not
constitute a triggering event under any Employee Plan or any other employment contract, whether or not legally enforceable, which (either
alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise),
acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or director of the Company or any
Subsidiary other than an event that is not material to the financial condition or business of the Company or any Subsidiary, either individually
or taken as a whole.

                  (aaa)     No ―prohibited transaction‖ (as defined in either Section 406 of the ERISA or Section 4975 of Code),
―accumulated funding deficiency‖ (as defined in Section 302 of ERISA) or other event of the kind described in Section 4043(b) of ERISA
(other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with
respect to any employee benefit plan for which the Company or any Subsidiary would have any liability; each employee benefit plan of the
Company or any Subsidiary is in compliance in all material respects with applicable law, including (without limitation) ERISA and the Code;
the Company has not incurred and does not expect to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal
from any ―pension plan‖; and each employee benefit plan of the Company or any Subsidiary that is intended to be qualified under Section
401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which could cause the loss of such
qualification.
                   (bbb)       Neither the Company, any Subsidiary nor, to the Company‘s knowledge, any of their respective employees or
agents has at any time during the last five (5) years: (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose
fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, including the PRC,
or other Person charged with similar public or quasi-public duties, other than payments that are not prohibited by the laws of the United States
of any jurisdiction thereof.

                  (ccc)       The Company has not offered, or caused the Underwriters to offer, the Firm Shares to any Person or entity with
the intention of unlawfully influencing: (i) a customer or supplier of the Company or any Subsidiary to alter the customer‘s or supplier‘s level
or type of business with the Company or any Subsidiary or (ii) a journalist or publication to write or publish favorable information about the
Company, any Subsidiary or its products or services.

                  (ddd)       As of the date hereof and as of the Closing Date, and except as contemplated by this Agreement, neither the
Company nor any Subsidiary operates within the United States or any state or territory thereof in such a manner so as to subject the Company
or its operations or businesses to registration as a foreign company doing business in any state within the United States or to any of the
following laws in any material respect: (i) the Bank Secrecy Act, as amended, (ii) the Uniting and Strengthening of America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, (iii) the Foreign Corrupt Practices Act of 1977, as
amended, (iv) the Currency and Foreign Transactions Reporting Act of 1970, as amended, (v) the Employee Retirement Income Security Act
of 1974, as amended, (vi) the Money Laundering Control Act of 1986, as amended (vii) the rules and regulations promulgated under any such
law, or any successor law, or any judgment, decree or order of any applicable administrative or judicial body relating to such law and (viii) any
corresponding law, rule, regulation, ordinance, judgment, decree or order of any state or territory of the United States or any administrative or
judicial body thereof.

                   (eee)      The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record keeping and reporting requirements and money laundering statutes of the PRC and the United States and, to the
Company‘s knowledge, all other jurisdictions to which the Company and its Subsidiaries are subject, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively,
the ― Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of
the Company, threatened.

                  (fff)      Except as set forth in the Registration Statement and the Prospectus, no holders of any securities of the Company
or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register
any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.

                   (ggg)       Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of
the Company (as such term is defined under Rule 144 under the Securities Act, an ― Affiliate”) is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department ( ― OFAC”); and the Company will not directly or
indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other
person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

                   (hhh)      The establishment of Pusheng and the acquisition of the equity interest of Pusheng by Liaoning Shengsheng in
2009 fully complied with the PRC laws and regulations. All the necessary approvals and registrations for Liaoning Shengsheng‘s acquisition of
the equity interest in Pusheng had been obtained.
                 (iii)     None of the entities or natural persons holding any shares or other equity securities of the Company, directly or
indirectly, immediately before the Offering, is a PRC resident which shall be subject to the approval and registration requirements under the
PRC laws and regulations in connection with its holding of shares or equity securities in the Company, including the Notice on Issues Relating
to Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore
Special Purpose Companies and any implementing rules and guidelines related thereto.

                   (jjj)      As used in this Agreement, references to matters being ― material” with respect to the Company or its Subsidiaries
shall mean a material event, change, condition, status or effect related to the condition (financial or otherwise), properties, assets (including
intangible assets), liabilities, business, prospects, operations or results of operations of the Company or the applicable Subsidiaries, either
individually or taken as a whole, as the context requires.

                   (kkk)      As used in this Agreement, the term ― knowledge of the Company” (or similar language) shall mean the
knowledge of the officers and directors of the Company and the applicable Subsidiaries who are named in the Prospectus, with the assumption
that such officers and directors shall have made reasonable and diligent inquiry of the matters presented (with reference to what is customary
and prudent for the applicable individuals in connection with the discharge by the applicable individuals of their duties as officers, directors or
managers of the Company or the applicable Subsidiaries).

                  Any certificate signed by or on behalf of the Company and delivered to the Underwriters or to Loeb & Loeb LLP ( ―
Underwriters’ Counsel”) shall be deemed to be a representation and warranty by the Company to each Underwriter listed on Schedule A
hereto as to the matters covered thereby.

         3.        Reserved.

         4.         Offering. Upon authorization of the release of the Firm Shares by the Representative, the Underwriters propose to offer the
Shares for sale to the public upon the terms and conditions set forth in the Prospectus.

         5.        Covenants of the Company. The Company acknowledges, covenants and agrees with the Underwriters that:

                   (a)       The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or
the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A
has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Representative of such
timely filing.

                  (b)       During the period beginning on the date hereof and ending on the later of the Closing Date or such date, as in the
opinion of counsel for the Underwriter, the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in
Rule 173(a) under the Securities Act is no longer required to be provided), in connection with sales by an underwriter or dealer (the ―
Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the General Disclosure Package or the
Prospectus, the Company shall furnish to the Underwriter for review a copy of each such proposed amendment or supplement, and the
Company shall not file any such proposed amendment or supplement to which the Underwriter reasonably object within 36 hours of delivery
thereof to the Underwriter and its counsel.

                  (c)         After the date of this Agreement, the Company shall promptly advise the Underwriter in writing (i) of the receipt of
any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any
post- effective amendment to the Registration Statement or any amendment or supplement to any Prospectus, the General Disclosure Package
or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto or of any order preventing or suspending its use or the use of any Prospectus, the General Disclosure Package, the Prospectus or any
Issuer- Represented Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing the Common Stock from any
securities exchange upon which it is listed for trading, or of the threatening or initiation of any proceedings for any of such purposes. If the
Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the
earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as
applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or
Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).
                  (d)       (i) During the Prospectus Delivery Period, the Company will comply as far as it is able with all requirements
imposed upon it by the Securities Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, and by
the Exchange Act so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions
hereof, the General Disclosure Package, and the Registration Statement and the Prospectus. If during such period any event occurs as a result of
which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the General Disclosure Package ) would include an
untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
then existing, not misleading, or if during such period it is necessary or appropriate in the opinion of the Company or its counsel or the
Underwriter or counsel to the Underwriter to amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet
available to prospective purchasers, the General Disclosure Package ) to comply with the Securities Act or to file under the Exchange Act any
document which would be deemed to be incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange
Act, the Company will promptly notify the Underwriter and will amend the Registration Statement or supplement the Prospectus (or if the
Prospectus is not yet available to prospective purchasers, the General Disclosure Package) or file such document (at the expense of the
Company) so as to correct such statement or omission or effect such compliance.

                           (ii) If at any time following issuance of an Issuer-Represented Free Writing Prospectus there occurred or occurs an
event or development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information
contained in the Registration Statement, the Statutory Prospectus or the Prospectus or included or would include an untrue statement of a
material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or promptly will notify the Underwriter
and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer-Represented Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.

                  (e)      The Company will promptly deliver to the Underwriters and Underwriters‘ Counsel a signed copy of the
Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in
the Company‘s files manually signed copies of such documents for at least five (5) years after the date of filing thereof. The Company will
promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement,
and all amendments of and supplements to such documents, if any, and all documents which are exhibits to the Registration Statement and
Prospectus or any amendment thereof or supplement thereto, as the Underwriters may reasonably request. Prior to 10:00 A.M., New York time,
on the business day next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters
with copies of the Prospectus in New York City in such quantities as the Underwriters may reasonably request.

                 (f)      The Company consents to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance
with Rule 430 and Section 5(b) of the Securities Act.

                   (g)        If the Company elects to rely on Rule 462(b) under the Securities Act, the Company shall both file a Rule 462(b)
Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the
Act by the earlier of: (i) 10:00 p.m., New York City time, on the date of this Agreement, and (ii) the time that confirmations are given or sent,
as specified by Rule 462(b)(2).

                   (h)       The Company will use its best efforts, in cooperation with the Representative, at or prior to the time of
effectiveness of the Registration Statement, to qualify the Securities for offering and sale under the securities laws relating to the offering or
sale of the Securities of such jurisdictions, domestic or foreign, as the Representative may designate and to maintain such qualification in effect
for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as
a foreign corporation or to execute a general consent to service of process or to subject itself to taxation if it is otherwise not so subject.
                   (i)       The Company will make generally available to its security holders as soon as practicable, but in any event not later
than 15 months after the end of the Company‘s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month
period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

                   (j)      Except with respect to (i) securities of the Company which may be issued in connection with an acquisition of
another entity (or the assets thereof), (ii) the issuance of securities of the Company intended to provide the Company with proceeds to acquire
anther entity (or the assets thereof), or (iii) the issuance of securities at fair market value (as defined in such plan) under the Company‘s stock
option plans in effect from time to time, during the nine (9) months following the Closing Date, the Company or any successor to the Company
shall not undertake any public or private offerings of any equity securities of the Company (including equity-linked securities) without the
written consent of the Representative, which consent shall not be unreasonably withheld.

                   (k)       Except with respect to (i) securities of the Company which may be issued in connection with an acquisition of
another entity (or the assets thereof), (ii) the issuance of securities of the Company intended to provide the Company with proceeds to acquire
anther entity (or the assets thereof), during the nine (9) months following the Closing Date, without the consent of the Representative which
shall not be unreasonably withheld: (i) the Company will not file any registration statement relating to the offer or sale of any of the Company‘s
securities, except Form S-8 filed with the Commission in connection with any Company Stock Option Plan.

                   (l)     Following the Closing Date, the Company and any of the individuals listed on Schedules B-1 and B-2 hereto
(collectively, the ― Lock-Up Parties”) shall not sell or otherwise dispose of any securities of the Company, whether publicly or in a private
placement during the period that their respective lock-up agreements are in effect. The Company will deliver to the Representative the
agreements of Lock-Up Parties to the foregoing effect prior to the Closing Date, which agreements shall be substantially in the form attached
hereto as Annex II with respect to the persons listed on Schedule B-I and Annex II-A with respect to the persons named on Schedule B-II.

                  (m)        Intentionally Omitted.

                    (n)   For a period of one (1) year from the effective date of the Registration Statement, the Company, at its expense, shall
provide the Representative on a weekly basis with a copy of the Company‘s weekly transfer sheets from the previous week and securities
positions listings.

                   (o)       If the Company fails to maintain the listing of its Common Stock on a nationally recognized exchange, for a period
of three (3) years from the effective date of the Registration Statement, the Company, at its expense, shall obtain and keep current a listing in
the Standard & Poor‘s Corporation Records Services or the Moody‘s Industrial Manual; provided that Moody‘s OTC Industrial Manual is not
sufficient for these purposes.

                   (p)       During the period of three (3) years from the effective date of the Registration Statement, the Company will make
available to the Underwriters copies of all reports or other communications (financial or other) furnished to security holders or from time to
time published or publicly disseminated by the Company, and will deliver to the Underwriters: (i) as soon as they are available, copies of any
reports, financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange
on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition
of the Company as the Representative may from time to time reasonably request (such financial information to be on a consolidated basis to the
extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to the
Commission).

                  (q)      The Company will not issue press releases or engage in any other publicity, without the Representative‘ prior
written consent, for a period ending at 5:00 p.m. Eastern time on the first business day following the forty-fifth (45th) day following the
Closing Date, other than normal and customary releases issued in the ordinary course of the Company‘s business.

                  (r)      Prior to the consummation of the Offering, the Company will engage or continue to engage (for no less than two (2)
years from the date of the Closing Date) a financial public relations firm mutually acceptable to the Company and the Representative. The
Company further agrees to consult with the Representative as is customary within the securities industry prior to distribution to third parties of
any financial information, news releases, and/or other publicity regarding the Company, its business, or any terms of the proposed Offering, it
being agreed that the Company shall give the Representative no less than twelve (12) hours prior notice of any such distribution and a
reasonable opportunity during or prior to such period to review the contents of the proposed distribution.
                   (s)       The Company has or will retain Continental Stock Transfer (or a transfer agent of similar competence and quality)
as transfer agent for the Securities and shall continue to retain such transfer agent for a period of three (3) years following the Closing Date.

                  (t)       The Company will apply the net proceeds from the sale of the Securities as set forth under the caption ―Use of
Proceeds‖ in the Prospectus. Without the written consent of the Representative, no proceeds of the Offering will be used to pay outstanding
loans from officers, directors or shareholders or to pay any accrued salaries or bonuses to any employees or former employees.

                   (u)        The Company will use its best efforts to effect and maintain the listing of the Securities on the NYSE Amex for at
least three (3) years after the Closing Date.

                 (v)         The Company, during the period when the Prospectus is required to be delivered under the Securities Act or the
Exchange Act, will file all documents required to be filed with the Commission pursuant to the Securities Act, the Exchange Act and the Rules
and Regulations within the time periods required thereby.

                (w)      The Company will use its best efforts to do and perform all things required to be done or performed under this
Agreement by the Company prior to the Closing Date, and to satisfy all conditions precedent to the delivery of the Firm Shares.

                   (x)      The Company will not take, and will cause its Affiliates not to take, directly or indirectly, any action which
constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or
manipulation of the price of any security to facilitate the sale or resale of the Securities.

                   (y)        The Company shall cause to be prepared and delivered to the Representative, at its expense, within one (1) business
day from the effective date of this Agreement, an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As
used herein, the term ― Electronic Prospectus” means a form of prospectus, and any amendment or supplement thereto, that meets each of the
following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by
the other Underwriters to offerees and purchasers of the Securities for at least the period during which a Prospectus relating to the Securities is
required to be delivered under the Securities Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed
pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic
and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such
material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that
will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients
(other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included
or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it
was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within the period when a
prospectus relating to the Securities is required to be delivered under the Securities Act, the Company shall transmit or cause to be transmitted
promptly, without charge, a paper copy of the Prospectus.

                    (z)       The Company represents and agrees that, unless it obtains the prior written consent of the Representative, and the
Representative represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any
offer relating to the Securities that would constitute an ―issuer free writing prospectus,‖ as defined in Rule 433 under the Securities Act, or that
would otherwise constitute a ―free writing prospectus,‖ as defined in Rule 405 under the Securities Act, required to be filed with the
Commission; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing
prospectuses included in Schedule C. Any such free writing prospectus consented to by the Company and the Representative is hereinafter
referred to as a ―Permitted Free Writing Prospectus.‖ The Company represents that it has treated or agrees that it will treat each Permitted Free
Writing Prospectus as an ―issuer free writing prospectus,‖ as defined in Rule 433, and has complied and will comply with the requirements of
Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record
keeping.
                   (aa)        For a period of three (3) years from the Closing Date the Company agrees to hold all special and annual meetings
of its shareholders within the United States.

         6.        Consideration; Payment of Expenses.

                   (a) In consideration of the services to be provided for hereunder, the Company shall pay to the Underwriters or their
respective designees their pro rata portion (based on the Securities purchased) of the following compensation with respect to the Shares which
they are offering:

                           (i)      An underwriting discount of eight percent (8%); and

                           (ii)      The Representative's Warrants.

                  (b) The Company grants the Representative the right of participation to act as lead underwriter or placement agent for a
period of twenty-four (24) months from the Closing Date, for any and all public and private equity and debt offerings, excluding ordinary
course of business financings such as bank lines of credit, accounts receivable, factoring and financing generated by the Company or any
successor to or any subsidiary of the Company. The Company shall provide written notice to Representative with terms of such offering and if
Representative fails to accept in writing any such proposal for such public or private sale within 20 days after receipt of a written notice from
the Company containing such proposal, then Representative will have no claim or right with respect to any such sale contained in any such
notice.

                   (c) The Representative reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in
the event that a determination shall be made by FINRA to the effect that the Underwriters‘ aggregate compensation is in excess of FINRA
Rules or that the terms thereof require adjustment.

                  (d) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the Prospectus are
consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the performance of its
obligations hereunder, including the following:

                           (i)       all expenses in connection with the preparation, printing, formatting for EDGAR and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and any and all amendments and supplements thereto and the mailing
and delivering of copies thereof to the Underwriters and dealers;

                        (ii)    all fees and expenses in connection with the filing of Corporate Offerings Business & Regulatory Analysis
( ― COBRADesk”) filings with FINRA;

                           (iii)     all fees and expenses in connection with filing of the Registration Statement and Prospectus with the
Commission;

                             (iv)      the fees, disbursements and expenses of the Company‘s counsel and accountants in connection with the
registration of the Securities under the Securities Act and the Offering;

                           (v)       all expenses in connection with the qualifications of the Shares for offering and sale under state or foreign
securities or blue sky laws, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in
connection with any blue by survey undertaken by such counsel;

                           (vi)      all fees and expenses in connection with listing the Securities on the NYSE Amex;
                           (vii)      up to $25,000 to cover Maxim‘s actual ―road show‖ expenses for the Offering ( ― Road Show
Expenses”);

                           (viii)     any stock transfer taxes incurred in connection with this Agreement or the Offering

                           (ix)      the cost of preparing stock certificates representing the Securities;

                           (x)      up to $75,000 towards the cost and charges of any transfer agent or registrar for the Securities;

                          (xi)       the cost of (a) two (2) ―tombstone‖ advertisements to be placed in appropriate daily or weekly periodicals
of the Representative‘s choice (i.e., The Wall Street Journal and The New York Times); and (b) as many bound volumes of the Offering
documents and commemorative lucite (or other reasonable form) memorabilia as the Representative may reasonably request;

                           (xii)      up to $150,000 for the Representative‘s legal fees and disbursements; and

                            (xiii)     all other costs and expenses incident to the performance of the Company obligations hereunder which are
not otherwise specifically provided for in this Section 6.

                  (e)       In addition to the costs and expenses set forth in Section 6(d), at the Time of Delivery the Company will pay to the
Representative a non-accountable expense allowance equal to one percent (1.00%) of the gross proceeds received by the Company from the
sale of the Firm Shares by deduction from the proceeds of the Offering; provided however, that $[50,000] in the aggregate was previously paid
by the Company to the Representative shall be deducted from the non-accountable expense allowance payable to the Representative at the
Time of Delivery.

                   (f)      It is understood, however, that except as provided in this Section, and Sections 7, 8 and 12(d) hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of their counsel. Notwithstanding anything to the contrary in this
Section 6, in the event that this Agreement is terminated pursuant to Section 6 or 12(b) hereof, or subsequent to a Material Adverse Change, the
Company will pay, up to $[ 150,000 ] (less any advances previously paid), all out-of-pocket expenses of the Underwriters (including but not
limited to fees and disbursements of counsel to the Underwriters) incurred in connection herewith which shall be limited to expenses which are
actually incurred as allowed under FINRA Rule 5110.

                    (g)      The Company agrees that the Representative shall either (i) designate one individual who meets the independence
criteria of NYSE Amex to serve on the Company‘s board of directors for the three-year period following the Closing Date or (ii) in the event
that the individual designated by the Representative is not elected to the Company‘s Board of Directors, have a designee of the Representative
attend all meetings of the Company‘s Board of Directors as an observer during such three-year period. Such director or observer, as the case
may be, shall attend meetings of the Company‘s Board of Directors, receive all notices and other correspondence and communications sent by
the Company to its directors, and such director shall receive compensation equal to the highest compensation of other non-employee directors
of the Company, excluding the Chairman of the Audit Committee. The Company agrees, to the fullest extent permitted by law, to indemnify
and hold such board member or observer, as the case may be, harmless against any and all claims, actions, damages, costs and expenses, and
judgments arising solely out of the attendance and participation of such persons at any such persons at any such meeting described herein or in
their capacity as a director of the Company. Additionally, the Company shall maintain a liability insurance policy affording coverage for the
acts of its officers and directors, and it agrees, if possible, to include such board member or observer, as the case may be, as an insured under
such policy.

         7.       Conditions of Underwriters‘ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares or
Option Shares, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company
herein contained, as of the date hereof and as of the Closing Date (ii) the absence from any certificates, opinions, written statements or letters
furnished to the Representative or to Underwriters‘ Counsel pursuant to this Section 7 of any misstatement or omission (iii) the performance by
the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms
―Closing Date‖ and ―Closing‖ shall refer to the Closing Date for the Firm Shares or Option Shares, as the case may be, and each of the
foregoing and following conditions must be satisfied as of each Closing.
                  (a)      The Registration Statement shall have become effective and all necessary regulatory or listing approvals shall have
been received not later than 5:30 P.M., New York time, on the date of this Agreement, or at such later time and date as shall have been
consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the
Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms hereof and a form of the Prospectus
containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with
the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date or the actual time of the
Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor
suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been
issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional
information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus
or otherwise) shall have been complied with to the Representative‘s satisfaction; and FINRA shall have raised no objection to the fairness and
reasonableness of the underwriting terms and arrangements.
                  (b)       The Representative shall not have reasonably determined, and advised the Company, that the Registration
Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing
Prospectus, contains an untrue statement of fact which, in the Representative‘s reasonable opinion, is material, or omits to state a fact which, in
the Representative‘s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not
misleading.

                  (c)       The Representative shall have received (i) the favorable written opinion of each of Pillsbury Winthrop Shaw
Pittman LLP, United States legal counsel for the Company, Conyers Dill & Pearman, British Virgin Islands counsel for the Company, each
dated as of the Closing Date addressed to the Underwriters in the form attached hereto as Annex II and (ii) the favorable written opinion of
Jingtian & Gongcheng, legal counsel for the Company with respect to the laws of the PRC dated as of the Closing Date, addressed to the
Underwriters in the form attached hereto as Annex III.

                  (d)       Intentionally Omitted.

                    (e)      The Representative shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of
the Company, dated as of each Closing Date to the effect that: (i) the condition set forth in subsection (a) of this Section 7 has been satisfied,
(ii) as of the date hereof and as of the applicable Closing Date, the representations and warranties of the Company set forth in Sections 1 and 2
hereof are accurate, (iii) as of the applicable Closing Date, all agreements, conditions and obligations of the Company to be performed or
complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company and the Subsidiaries have not
sustained any material loss or interference with their respective businesses, whether or not covered by insurance, or from any labor dispute or
any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro
forma or as adjusted financial statements that are required to be included or incorporated by reference in the Registration Statement and the
Prospectus pursuant to the Rules and Regulations which are not so included or incorporated by reference and (vii) subsequent to the respective
dates as of which information is given in the Registration Statement and the Prospectus there has not been any Material Adverse Change or any
development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business.

                  (f)       On the date of this Agreement and on the Closing Date, the Representative shall have received a ―cold comfort‖
letter from PARITZ as of the date of the date of delivery and addressed to the Underwriters and in form and substance satisfactory to the
Representative and Underwriters‘ Counsel, confirming that they are independent certified public accountants with respect to the Company and
its Subsidiaries within the meaning of the Securities Act and the Rules and Regulations, and stating, as of the date of delivery (or, with respect
to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus,
as of a date not more than five (5) days prior to the date of such letter), the conclusions and findings of such firm with respect to the financial
information and other matters relating to the Registration Statement covered by such letter.

                  (g)        Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given
in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not
have been any change in the capital stock or long-term debt of the Company or any Subsidiary or any change or development involving a
change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of
operations, shareholders‘ equity, properties or prospects of the Company and the Subsidiaries, taken as a whole, including but not limited to the
occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case
described above, is, in the sole judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed
with the Offering on the terms and in the manner contemplated in the Prospectus (exclusive of any supplement).

                 (h)       The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the
applicable Lock-Up Party, in each case substantially in the form attached as Annex I.

                  (i)      The Securities shall have been approved for quotation on the NYSE Amex.
                  (j)     FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of
the underwriting terms and arrangements.

                   (k)      No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued
by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the
Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the
issuance or sale of the Securities.

                  (l)    The Company shall have furnished the Underwriters and Underwriters‘ Counsel with such other certificates,
opinions or other documents as they may have reasonably requested.

                   If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if
any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters‘ Counsel pursuant to this
Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters‘ Counsel, all obligations of the
Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such
cancellation shall be given to the Company in writing, or by telephone. Any such telephone notice shall be confirmed promptly thereafter in
writing.

         8.       Indemnification.

                   (a)      The Company agrees to indemnify and hold harmless the Underwriters and each Person, if an, who controls each
Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or
liabilities to which such party may become subject, under the Securities Act or otherwise (including in settlement of any litigation if such
settlement is effected with the written consent of the Company), insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, including the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time
pursuant to Rules 430A and 430B of the Rules and Regulations, the General Disclosure Package, the Prospectus, or any amendment or
supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus),
any Issuer Free Writing Prospectus or in any materials or information provided to investors by, or with the approval of, the Company in
connection with the marketing of the offering of the Shares ( ― Marketing Materials”), including any roadshow or investor presentations made
to investors by the Company (whether in person or electronically) or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such
indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss,
claim, damage, liability or action; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Company
contained herein; or (iii) in whole or in part upon any failure of the Company to perform its obligations hereunder or under law; provided,
however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of
or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any
Preliminary Prospectus, the General Disclosure Package, the Prospectus, or any such amendment or supplement, any Issuer Free Writing
Prospectus or in any Marketing Materials, in reliance upon and in conformity with the Underwriters Information.

                   (b)      Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, each of the directors
of the Company, each of the officers of the Company who shall have signed the Registration Statement, and each other Person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities,
claims, damages and expenses whatsoever as incurred (including but not limited to attorneys‘ fees and any and all expenses whatsoever
incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as originally filed or
any amendment thereof, or any related Preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises
out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with the Underwriters‘ Information; provided, however, that in no case shall any Underwriter be liable or responsible for any
amount in excess of the underwriting discount applicable to the Securities to be purchased by such Underwriter hereunder. The parties agree
that such information provided by or on behalf of any Underwriter through the Representative consists solely of the material referred to in the
last sentence of Section 1(b) hereof.
                    (c)     Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of any claims or the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under
such subsection, notify each party against whom indemnification is to be sought in writing of the claim or the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve the indemnifying party from any liability which it may have under this Section 8 to
the extent that it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability that such indemnifying
party may have otherwise than on account of the indemnity agreement hereunder). In case any such claim or action is brought against any
indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate, at
its own expense in the defense of such action, and to the extent it may elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party;
provided however, that counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to
the indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in
any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment
of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of
commencement of the action, (iii) the indemnifying party does not diligently defend the action after assumption of the defense, or (iv) such
indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or
additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct
the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the
indemnifying parties. No indemnifying party shall, without the prior written consent of the indemnified parties, effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending or threatened claim, investigation, action or proceeding in
respect of which indemnity or contribution may be or could have been sought by an indemnified party under this Section 8 or Section 9 hereof
(whether or not the indemnified party is an actual or potential party thereto), unless (x) such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out of such claim, investigation, action or proceeding and (ii) does
not include a statement as to or an admission of fault, culpability or any failure to act, by or on behalf of the indemnified party, and (y) the
indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement, compromise or judgment.
          9.        Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in Section 8
hereof is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder,
the Company and the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated
by such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and
expenses suffered by the Company, any contribution received by the Company from Persons, other than the Underwriters, who may also be
liable for contribution, including Persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, officers of the Company who signed the Registration Statement and directors of the Company) as incurred to which the
Company and one or more of the Underwriters may be subject, in such proportions as is appropriate to reflect the relative benefits received by
the Company and the Underwriters from the Offering or, if such allocation is not permitted by applicable law, in such proportions as are
appropriate to reflect not only the relative benefits referred to above but also the relative fault of the Company and the Underwriters in
connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same
proportion as (x) the total proceeds from the Offering (net of underwriting discounts and commissions but before deducting expenses) received
by the Company bears to (y) the underwriting discount or commissions received by the Underwriters, in each case as set forth in the table on
the cover page of the Prospectus. The relative fault of each of the Company and of the Underwriters shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters and the parties‘ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 9
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any judicial, regulatory or other legal or governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 9: (i) no Underwriter shall be required to contribute any amount in excess of the amount by
which the discounts and commissions applicable to the Shares underwritten by it and distributed to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 1 1 (f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9, each Person,
if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the
same rights to contribution as such Underwriter, and each Person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (i) and (ii) of the
immediately preceding sentence. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit
or proceeding against such party in respect of which a claim for contribution may be made against another party or parties, notify each party or
parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from
whom contribution may be sought from any obligation it or they may have under this Section 9 or otherwise. The obligations of the
Underwriters to contribute pursuant to this Section 9 are several in proportion to the respective number of Shares to be purchased by each of the
Underwriters hereunder and not joint.

         10.       Underwriter Default.

                 (a)      If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Shares hereunder, and if
the Firm Shares with respect to which such default relates (the ― Default Shares”) do not (after giving effect to arrangements, if any, made by
the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares, each non-defaulting
Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Shares that bears the same
proportion of the total number of Default Shares then being purchased as the number of Firm Shares set forth opposite the name of such
Underwriter on Schedule A hereto bears to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting
Underwriters, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make.
                   (b)     In the event that the aggregate number of Default Shares exceeds 10% of the number of Firm Shares, the
Representative may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or
Underwriters who so agree) to purchase the Default Shares on the terms contained herein. In the event that within five calendar days after such
a default the Representative do not arrange for the purchase of the Default Shares as provided in this Section 10, this Agreement shall
thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7, 8, 10
and 12(d)) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if
any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder.

                  (c)       In the event that any Default Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased
by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a period, not
exceeding five (5) business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the
Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the
Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters‘ Counsel, may thereby be made necessary or
advisable. The term ―Underwriter‖ as used in this Agreement shall include any party substituted under this Section 10 with like effect as if it
had originally been a party to this Agreement with respect to such Firm Shares.

          11.         Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the
Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant
hereto, including the agreements contained in Section 6, the indemnity agreements contained in Section 8 and the contribution agreements
contained in Section 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any
Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person
thereof, and shall survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 2 hereof
and the covenants and agreements contained in Sections 5, 6, 8, 9, this Section 11 and Sections 15 and 16 hereof shall survive any termination
of this Agreement, including termination pursuant to Section 10 or 12 hereof.

         12.        Effective Date of Agreement; Termination.

                   (a) This Agreement shall become effective upon the later of: (i) receipt by the Representative and the Company of
notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this
Agreement, the provisions of this Section 12 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive, shall remain in full force and effect at all
times after the execution hereof.
                   (b)      The Representative shall have the right to terminate this Agreement at any time prior to the consummation of the
Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in
the immediate future materially disrupt, the market for the Company‘s securities or securities in general; or (ii) trading on the New York Stock
Exchange, the NASDAQ or the AMEX shall have been suspended or been made subject to material limitations, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock
Exchange, the NYSE Amex or the NYSE AMEX or by order of the Commission or any other governmental authority having jurisdiction; or
(iii) a banking moratorium has been declared by any state or federal authority or if any material disruption in commercial banking or securities
settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the Company‘s corporate credit rating or the
rating accorded the Company‘s debt securities or trust preferred stock by any ―nationally recognized statistical rating organization‖ (as defined
for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under
surveillance or review, with possible negative implications, its rating of any of the Company‘s debt securities; or (v) (A) there shall have
occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national
emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in political, financial or
economic conditions if the effect of any such event in (A) or (B), in the judgment of the Representative, is so material and adverse that such
event makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares on the terms and in the manner
contemplated by the Prospectus.

                  (c)      Any notice of termination pursuant to this Section 12 shall be in writing.

                   (d)       If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 10(b)
hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set
forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or
comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for only those
out-of-pocket expenses (including the fees and expenses of their counsel), actually incurred by the Underwriters in connection herewith up to
$150,000 less any amounts previously paid by the Company.

         13.        Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and:

                (a)      if sent to the Representative or any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, to
Maxim Group LLC, 405 Lexington Avenue, New York, New York 10174, Attention: Clifford A. Teller, D i rector of Investment Banking, with
a copy to Underwriters‘ Counsel at Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey, Attention: Steven M. Skolnick,
Esq.; and

                   (b)      if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company and its
counsel at the addresses set forth in the Registration Statement,. provided, however, that any notice to an Underwriter pursuant to Section 8
shall be delivered or sent by mail or facsimile transmission to such Underwriter at its address set forth in its acceptance facsimile to the
Representative, which address will be supplied to any other party hereto by the Representative upon request. Any such notices and other
communications shall take effect at the time of receipt thereof.
                                                                                                                              Maxim Group LLC
                                                                                                                              November __, 2009
                                                                                                                                  Page 39 of 43

          14.         Parties; Limitation of Relationship. This Agreement shall inure solely to the benefit of, and shall be binding upon, the
Underwriters, the Company and the controlling Persons, directors, officers, employees and agents referred to in Sections 7 and 8 hereof, and
their respective successors and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Agreement or any provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties hereto and said controlling Persons and their respective successors,
officers, directors, heirs and legal Representative, and it is not for the benefit of any other Person. The term ―successors and assigns‖ shall not
include a purchaser, in its capacity as such, of Units from any of the Underwriters.
          15.         Governing Law. This Agreement shall be deemed to have been executed and delivered in New York and both this
Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other
respects by the laws of the State of New York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New
York General Obligations Law). Each of the Underwriters and the Company: (a) agrees that any legal suit, action or proceeding arising out of
or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of
New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it
may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of
the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action
or proceeding. Each of the Underwriters and the Company further agrees to accept and acknowledge service of any and all process which may
be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States
District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the
Company‘s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon
the Company, in any such suit, action or proceeding, and service of process upon the Underwriters mailed by certified mail to the
Underwriters‘ address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon
the Underwriter, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE
FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY
WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE
REGISTRATION STATEMENT AND THE PROSPECTUS.
                                                                                                                             Maxim Group LLC
                                                                                                                             November __, 2009
                                                                                                                                 Page 40 of 43

         16.         Entire Agreement. This Agreement, together with the schedule and exhibits attached hereto and as the same may be
amended from time to time in accordance with the terms hereof, contains the entire agreement among the parties hereto relating to the subject
matter hereof and there are no other or further agreements outstanding not specifically mentioned herein.

        17.          Severability. If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to
any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement and this
Agreement shall be valid and enforced to the fullest extent permitted by law.

         18.        Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.

         19.       Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not
be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or
the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or
non-fulfillment.

          20.        No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in
connection with the offering of the Company's securities. The Company further acknowledge that the Underwriters are acting pursuant to a
contractual relationship created solely by this Agreement entered into on an arm‘s length basis and in no event do the parties intend that the
Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection
with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company's securities, either
before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in
connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby
confirms its understanding and agreement to that effect. The Company hereby further confirms its understand that no Underwriter has assumed
an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto,
including any negotiation related to the pricing of the Units; and the Company has consulted its own legal and financial advisors to the extent it
has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each
responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the
Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market
for the Company's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of
any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to
such transactions.
                                                                                                                            Maxim Group LLC
                                                                                                                            November __, 2009
                                                                                                                                Page 41 of 43

          21.         Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by
facsimile transmission shall constitute valid and sufficient delivery thereof.

        22.         Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.

        23.         Time is of the Essence. Time shall be of the essence of this Agreement. As used herein, the term ―business day‖ shall mean
any day other than a Saturday, Sunday or any day on which the major stock exchanges in New York, New York are not open for business.

                                                           [Signature Pages Follow]
           If the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement among us.

                                                                         Very truly yours,
                                                                         CHINA FOR-GEN CORP.

                                                                         By:____________________________
                                                                         Name:
                                                                         Title:




Accepted by the Representative, acting for themselves and as Representative of the Underwriters named on Schedule A attached
hereto, as of the date first written above:

MAXIM GROUP LLC

By:_______________________________________________
   Name: Clifford A. Teller
   Title: Executive Managing Director — Investment Banking
                              SCHEDULE A


Underwriter
                                  Number of Firm       Underwriters
                                       Shares           Number of
                                  to be Purchased       Secondary
                                        from        Offering Units to be       Over-Allotment
                                   the Company          Purchased              Option Shares

Maxim Group LLC                  $      [    ]      $        [     ]       $         [    ]
Chardan Capital Market, LLC      $      [    ]      $        [     ]       $         [    ]
Total




                                 V-1
                                                         SCHEDULE B

                                                         Lock-Up Parties

Mingwang Lu Liyong Qu
Yi Lu
Qihong Zhang Ping Li
Zheyu Chen Yingxin Fan Harry Edelson J.P. Huang
Kwok Keung Wong
Yunlong Wang Maotong Xu
Oasis Green Investment Group Plumpton Group Limited Honest Joy Group Limited




                                                               V-2
                  SCHEDULE C
Issuer-Represented General Free Writing Prospectus
                     [None]




                       V-3
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN
EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY
OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                                                           CHINA FOR-GEN CORP.

                                                                   WARRANT

                                                      ________ Shares of Common Stock 1
                                                                                                                             January ___, 2011

         This WARRANT (this ― Warrant ‖) of China For-Gen Corp., a company duly organized and validly existing under the laws of the
State of Delaware (the ― Company ‖), is being issued pursuant to that certain Underwriting Agreement, dated as of [ ], 2011, by and
between the Company and Maxim Group LLC, the representative of the Underwriters (the ― Representative ‖) relating to a firm
commitment public offering (the ― Offering ‖) of common stock, par value $0.001 per share (the ― Common Stock ‖), of the Company.

        FOR VALUE RECEIVED, the Company hereby grants to Maxim Group LLC and its permitted successors and assigns (collectively,
the ― Holder ‖) the right to purchase from the Company up to                      (          ) shares of Common Stock (such Common
Stock underlying this Warrant, the ― Warrant Shares”), at a per share purchase price equal to $[______] [110% OF THE PUBLIC
OFFERING PRICE] (the ― Exercise Price ‖), subject to the terms, conditions and adjustments set forth below in this Warrant.

        1.        Vesting of Warrant . This Warrant shall vest and become exercisable on the six month anniversary of the Base Date (the ―
Vesting Date ‖). For purposes of this Warrant, the ― Base Date” shall mean the date of effectiveness of registration statement number
333-166868. Except as otherwise provided for herein or as permitted by applicable rules of the Financial Industry Regulatory Authority
(―FINRA‖), this Warrant shall not be sold, transferred, assigned, pledged or hypothecated prior to the Vesting Date.

           2.        Expiration of Warrant . This Warrant shall expire on the five (5) year anniversary of the Base Date (the ― Expiration Date
‖).

           3.        Exercise of Warrant . This Warrant shall be exercisable pursuant to the terms of this Section 3.

                   3.1       Manner of Exercise.

                  (a)       This Warrant is exercisable in whole or in part at any time and from time to time. Such exercise shall be effectuated
by submitting to the Company (either by delivery to the Company or by facsimile transmission as provided in Section 12 hereof) a completed
and duly executed Notice of Exercise (substantially in the form attached to this Warrant) as provided in this paragraph. The date such Notice of
Exercise is faxed to the Company shall be the ―Exercise Date,‖ provided that the Holder of this Warrant tenders this Warrant Certificate to the
Company within five (5) business days thereafter. The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate the
number of Warrant Shares then being purchased pursuant to such exercise. Upon surrender of this Warrant Certificate, together with
appropriate payment of the Exercise Price for the Warrant Shares purchased, the Holder shall be entitled to receive a certificate or certificates
for the Common Stock so purchased. The Exercise Price may be paid in a ―cashless‖ or ―cash‖ exercise or a combination thereof pursuant to
Section 3.1(b) and/or Section 3.1(c) below.


1
    An amount equal to 5% of the Common Stock sold in the Offering.
               (b)      If the Notice of Exercise form elects a ―cashless‖ exercise, the Holder shall thereby be entitled to receive a number
of Common Stock determined as follows:

                  X = Y [(A – B)/A]

                  where:

                  X = the number of Warrant Shares to be issued to the Holder.

                  Y = the number of Warrant Shares with respect to which this Warrant is being exercised.

                  A = the Fair Market Value

                  B = the Exercise Price.

                   For purposes of this Section 3.1(b), ―Fair Market Value‖ shall be the closing price of the Common Stock as reported by the
OTC Bulletin Board, or if listed on a national securities exchange or quoted on an automated quotation service, such national securities
exchange or automated quotation service, on the date immediately prior to the Exercise Date. If the Common Stock are not then listed on a
national stock exchange or quoted on the OTC Bulletin Board or such other quotation system or association, the Fair Market Value of one share
of Common Stock as of the date of determination, shall be as determined in good faith by the Board of Directors of the Company and the
Holder. If the Common Stock are not then listed on a national securities exchange, the OTC Bulletin Board or such other quotation system or
association, the Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder prior to the exercise
hereunder as to the fair market value of one share of Common Stock as determined by the Board of Directors of the Company. In the event that
the Board of Directors of the Company and the Holder are unable to agree upon the fair market value, the Company and the Holder shall jointly
select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such
appraiser shall be borne equally by the Company and the Holder. Such adjustment shall be made successively whenever such a payment date is
fixed.

                  (c)       If the Notice of Exercise form elects a ―cash‖ exercise, the Exercise Price per share of Common Stock for the shares
then being exercised shall be payable in cash or by certified or official bank check.

                  3.2         When Exercise Effective . Each exercise of this Warrant shall be deemed to have been effected immediately prior
to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections
3.1 and 12 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise
as provided in Section 3.3 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares
purchased upon exercise of this Warrant.

                  3.3         Delivery of Common Stock Certificates and New Warrant . As soon as reasonably practicable after each exercise
of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company, at its expense (including the
payment by it of any applicable issue taxes), will cause the name of the Holder (or as Holder may direct) to be entered in the register of
members in respect of the Warrant Shares and further cause to be issued in the name of and delivered to the Holder hereof or, subject to
Sections 9 and 10 hereof, as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct:

                   (a)       a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly authorized,
validly issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise; and

                 (b)       in case exercise is in part only, a new Warrant document of like tenor, dated the date hereof, for the remaining
number of Warrant Shares issuable upon exercise of this Warrant after giving effect to the partial exercise of this Warrant (including the
delivery of any Warrant Shares as payment of the Exercise Price for such partial exercise of this Warrant).
         4.        Certain Adjustments . For so long as this Warrant is outstanding:

                   4.1        Mergers or Consolidations . If at any time after the date hereof there shall be a capital reorganization (other than a
combination or subdivision of the Common Stock otherwise provided for herein) resulting in a reclassification to or change in the terms of
securities issuable upon exercise of this Warrant (a ― Reorganization ‖), or a merger or consolidation of the Company with another
corporation, association, partnership, organization, business, individual, government or political subdivision thereof or a governmental agency
(a ― Person ‖ or the ― Persons ‖) (other than a merger with another Person in which the Company is a continuing corporation and which
does not result in any reclassification or change in the terms of securities issuable upon exercise of this Warrant or a merger effected
exclusively for the purpose of changing the domicile of the Company) (a ― Merger ‖), then, as a part of such Reorganization or Merger,
lawful provision and adjustment shall be made so that the Holder shall thereafter be entitled to receive, upon exercise of this Warrant, the
number of shares of stock or any other equity or debt securities or property receivable upon such Reorganization or Merger by a holder of the
number of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such Reorganization or
Merger. In any such case, appropriate adjustment shall be made in the application of the provisions of this Warrant with respect to the rights
and interests of the Holder after the Reorganization or Merger to the end that the provisions of this Warrant (including adjustment of the
Exercise Price then in effect and the number of Warrant Shares) shall be applicable after that event, as near as reasonably may be, in relation to
any shares of stock, securities, property or other assets thereafter deliverable upon exercise of this Warrant. The provisions of this Section 4.1
shall similarly apply to successive Reorganizations and/or Mergers.

                    4.2       Splits and Subdivisions; Dividends . In the event the Company should at any time or from time to time effectuate a
split or subdivision of the outstanding Common Stock or pay a dividend in or make a distribution payable in additional Common Stock or other
securities or rights convertible into, or entitling the holder thereof to receive, directly or indirectly, additional Common Stock (hereinafter
referred to as the ― Common Stock Equivalents ‖) without payment of any consideration by such holder for the additional Common Stock
or Common Stock Equivalents (including the additional Common Stock issuable upon conversion or exercise thereof), then, as of the
applicable record date (or the date of such distribution, split or subdivision if no record date is fixed), the per share Exercise Price shall be
appropriately decreased and the number of Warrant Shares shall be appropriately increased in proportion to such increase (or potential
increase) of outstanding shares; provided, however, that no adjustment shall be made in the event the split, subdivision, dividend or distribution
is not effectuated.

                 4.3        Combination of Shares . If the number of shares of Common Stock outstanding at any time after the date hereof is
decreased by a combination of the outstanding Common Stock, the per share Exercise Price shall be appropriately increased and the number of
shares of Warrant Shares shall be appropriately decreased in proportion to such decrease in outstanding shares.

                   4.4         Adjustments for Other Distributions . In the event the Company shall declare a distribution payable in securities of
other Persons, evidences of indebtedness issued by the Company or other Persons, assets (excluding cash dividends or distributions to the
holders of Common Stock paid out of current or retained earnings and declared by the Company‘s board of directors) or options or rights not
referred to in Sections 4.1, 4.2 or 4.3, then, in each such case for the purpose of this Section 4.4, upon exercise of this Warrant, the Holder shall
be entitled to a proportionate share of any such distribution as though the Holder was the actual record holder of the number of Warrant Shares
as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

         5.         No Impairment . The Company will not, by amendment of its memorandum and articles of association or through any
consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all of the
terms and in the taking of all actions necessary or appropriate in order to protect the rights of the Holder against impairment.

          6.        Chief Financial Officer‘s Report as to Adjustments . With respect to each adjustment pursuant to Section 4 of this Warrant,
the Company, at its expense, will promptly compute the adjustment or re-adjustment in accordance with the terms of this Warrant and cause its
Chief Financial Officer to certify the computation (other than any computation of the fair value of property of the Company, as the case may
be) and prepare a report setting forth, in reasonable detail, the event requiring the adjustment or re-adjustment and the amount of such
adjustment or re-adjustment, the method of calculation thereof and the facts upon which the adjustment or re-adjustment is based, and the
Exercise Price and the number of Warrant Shares or other securities purchasable hereunder after giving effect to such adjustment or
re-adjustment, which report shall be mailed by first class mail, postage prepaid to the Holder. The Company will also keep copies of all reports
at its office maintained pursuant to Section 10.2(a) hereof and will cause them to be available for inspection at the office during normal
business hours upon reasonable notice by the Holder or any prospective purchaser of the Warrant designated by the Holder thereof.
         7.          Reservation of Shares . The Company shall, solely for the purpose of effecting the exercise of this Warrant, at all times
during the term of this Warrant, reserve and keep available out of its authorized Common Stock, free from all taxes, liens and charges with
respect to the issue thereof and not subject to preemptive rights or other similar rights of shareholders of the Company, such number of shares
of its Common Stock as shall from time to time be sufficient to effect in full the exercise of this Warrant. If at any time the number of
authorized but unissued Common Stock shall not be sufficient to effect in full the exercise of this Warrant, in addition to such other remedies as
shall be available to Holder, the Company will promptly take such corporate action as may, in the opinion of its counsel, be necessary to
increase the number of authorized but unissued Common Stock to such number of shares as shall be sufficient for such purposes, including
without limitation, using its best efforts to obtain the requisite shareholder approval necessary to increase the number of authorized Common
Stock. The Company hereby represents and warrants that all Common Stock issuable upon exercise of this Warrant shall be duly authorized
and, when issued and paid for upon exercise, shall be validly issued, fully paid and nonassessable.

         8.         Registration and Listing .

                   8.1       Definition of Registrable Securities; Majority . As used herein, the term ― Registrable Securities ‖ means any
Common Stock issuable upon the exercise of this Warrant, until the date (if any) on which such shares shall have been transferred or exchanged
and new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent
disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force. For
purposes of this Warrant, the term ― Majority ‖, in reference to the holders of Registrable Securities, shall mean in excess of fifty percent
(50%) of the then outstanding Warrant Shares (assuming the exercise of the entire Warrant) that (i) are not held by the Company, an affiliate,
officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, Persons acting as nominees or in
conjunction therewith and (ii) have not be resold to the public pursuant to a registration statement filed under the Securities Act.

                  8.2         Required Registration .

                  (a)       At any time on or after the six month anniversary of the Base Date and on or before the five (5) year anniversary of
the Base Date, but in no event on not more than two (2) occasions (the second of which effected required registrations (as described in Section
8.2(c)) pursuant to this Section 8.2(a) would be payable by the Holder pursuant to Section 8.6), upon the written request of the holders of the
Registrable Securities representing a Majority of such securities, the Company will use its best efforts to effect the registration of the respective
shares of the holders of Registrable Securities under the Securities Act to the extent requisite to permit the disposition thereof as expeditiously
as reasonably possible, but in no event later than 120 days from the date of such request.

                    (b)       Registration of Registrable Securities under this Section 8.2 shall be on such appropriate registration form: (i) as
shall be selected by the Company, and (ii) as shall permit the disposition of such Registrable Securities in accordance with this Section 8.2. The
Company agrees to include in any such registration statement all information which the requesting holders of Registrable Securities shall
reasonably request, which is required to be contained therein. The Company will pay all Registration Expenses in connection with the first, and
only the first, effected required registration (as described in Section 8.2(c)) of Registrable Securities pursuant to this Section 8.2. The Holder or
holders whose shares are being registered shall pay all expenses associated with the second effected required registration of Registrable
Securities pursuant to Section 8.2.

                   (c)      A registration requested pursuant to this Section 8.2 shall not be deemed to have been effected: (i) unless a
registration statement with respect thereto has become effective or (ii) if, after it has become effective, such registration is interfered with by
any stop order, injunction or other order or requirement of the Securities and Exchange Commission (the ― SEC ‖) or other governmental
agency or court of competent jurisdiction for any reason, other than by reason of some act or omission by a holder of Registrable Securities.
                  8.3         Incidental Registration Rights.

                    (a)       If the Company, at any time on or after the six month anniversary of the Base Date and on or before the seven (7)
year anniversary of the Base Date, proposes to register any of its securities under the Securities Act (other than in connection with a registration
on Form S-4 or S-8 or comparable forms used by foreign private issuers or any successor forms) whether for its own account or for the account
of any holder or holders of its shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and
not Registrable Securities) with respect to any registration are referred to herein as, ― Other Shares ‖), the Company shall each such time
give prompt (but not less than thirty (30) days prior to the anticipated effectiveness thereof) written notice to the holders of Registrable
Securities of its intention to do so. Upon the written request of any such holder of Registrable Securities made within twenty (20) days after the
receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder), except as set forth
in Section 8.3(b), the Company will use its best efforts to effect the registration under the Securities Act of all of the Registrable Securities
which the Company has been so requested to register by such holder, to the extent requisite to permit the disposition of the Registrable
Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the
Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason in
its sole discretion either to not register, to delay or to withdraw registration of such securities, the Company may, at its election, give written
notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in
connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration
be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration, shall be permitted to delay registering
any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice,
however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under
Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw registration, without prejudice,
however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under
Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request
under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all
Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section 8.3.

                   (b)      If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by
this Section 8.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by a holder of
Registrable Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by
such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten
offering shall inform the Company by letter of its belief that inclusion in such distribution of all or a specified number of such securities
proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such
underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities, such Other Shares and
shares held by the Company proposed so to be registered which may be distributed without such effect), then the Company may, upon written
notice to such holder, the other holders of Registrable Securities, and holders of such Other Shares, reduce pro rata in accordance with the
number of Common Stock desired to be included in such registration (if and to the extent stated by such managing underwriter to be necessary
to eliminate such effect) the number of such Registrable Securities and Other Shares the registration of which shall have been requested by
each holder thereof so that the resulting aggregate number of such Registrable Securities and Other Shares so included in such registration,
together with the number of securities to be included in such registration for the account of the Company, shall be equal to the number of shares
stated in such managing underwriter‘s letter.

                  8.4         Registration Procedures . Whenever the holders of Registrable Securities have properly requested that any
Registrable Securities be registered pursuant to the terms of this Warrant, the Company shall use its best efforts to effect the registration and the
sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible:

                   (a)       prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best
efforts to cause such registration statement to become effective;
                   (b)      notify such holders of the effectiveness of each registration statement filed hereunder and prepare and file with the
SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to
(i) keep such registration statement effective and the prospectus included therein usable for a period commencing on the date that such
registration statement is initially declared effective by the SEC and ending on the date when all Registrable Securities covered by such
registration statement have been sold pursuant to the registration statement or cease to be Registrable Securities, and (ii) comply with the
provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

                  (c)        furnish to such holders such number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller
may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such holders;

                   (d)       use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of
such jurisdictions as such holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable
to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holders; provided,
however , that the Company shall not be required to: (i) qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent to general service of process
in any such jurisdiction;

                   (e)       notify such holders, at any time when a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a
material fact or omits any material fact necessary to make the statements therein, in light of the circumstances in which they are made, not
materially misleading, and, at the reasonable request of such holders, the Company shall prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they are
made, not materially misleading;

                   (f)      provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such
registration statement;

                 (g)       make available for inspection by any underwriter participating in any disposition pursuant to such registration
statement, and any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company‘s officers, directors, managers, employees and independent accountants to
supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration
statement;

                  (h)       otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to
its security holders, as soon as reasonably practicable, an earnings statement of the Company, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and, at the option of the Company, Rule 158 thereunder;

                   (i)       in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any
order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such
registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;

                  (j)      use its best efforts to cause any Registrable Securities covered by such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of
such Registrable Securities; and

                   (k)       if the offering is underwritten, use its best efforts to furnish on the date that Registrable Securities are delivered to
the underwriters for sale pursuant to such registration, an opinion dated such date of counsel representing the Company for the purposes of such
registration, addressed to the underwriters covering such issues as are reasonably required by such underwriters.
                  8.5        Listing . The Company shall secure the listing of the Common Stock underlying this Warrant upon each national
securities exchange or automated quotation system upon which Common Stock are then listed (subject to official notice of issuance) and shall
maintain such listing of Common Stock. The Company shall at all times comply in all material respects with the Company‘s reporting, filing
and other obligations under the by-laws or rules of the NYSE Amex Stock Exchange (or such other national securities exchange or market on
which the Common Stock may then be listed, as applicable).

                   8.6         Expenses . The Company shall pay all Registration Expenses relating to the registration and listing obligations set
forth in this Section 8, except that the Holder shall be responsible for the Registration Expenses for the second effected required registration
pursuant to Section 8.2(a). For purposes of this Warrant, the term ― Registration Expenses ‖ means: (a) all registration, filing and FINRA
fees, (b) all reasonable fees and expenses of complying with securities or blue sky laws, (c) all word processing, duplicating and printing
expenses, (d) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any
special audits or ―cold comfort‖ letters required by or incident to such performance and compliance, (e) premiums and other costs of policies of
insurance (if any) against liabilities arising out of the public offering of the Registrable Securities being registered if the Company desires such
insurance, if any, and (f) fees and disbursements of one counsel for the selling holders of Registrable Securities. Registration Expenses shall not
include any underwriting discounts and commissions which may be incurred in the sale of any Registrable Securities and transfer taxes of the
selling holders of Registrable Securities.

                    8.7        Restrictions . The Company shall not be obligated to effect a registration pursuant to Section 8.2 during the period
beginning on the date sixty (60) days prior to the Company‘s good faith estimate of the date of filing of, and ending on a date one hundred
twenty (120) days after the effective date of, a Company-initiated registration (other than a registration pursuant to Form S-8), provided that:
(i) if the holder of Registrable Securities elects to have all or some of its Registrable Securities included in the registration pursuant to Section
8.3 hereof, such Registrable Securities are included in the Company-initiated registration statement only to the extent required hereunder and
(ii) the Company is actively employing in best efforts to cause such registration to become effective.

                    8.8        Information Provided by Holders . Any holder of Registrable Securities included in any registration shall furnish
to the Company such information as the Company may reasonably request in writing to enable the Company to comply with the provisions
hereof in connection with any registration referred to in this Warrant. In the event that a holder of Registrable Securities fails to provide such
information on a timely basis, and in any event within seven (7) Business Days of the Company‘s written request, then the Company shall be
entitled to exclude the Registrable Securities of such holder from such registration and the Company shall nevertheless be deemed to have
satisfied its obligations hereunder with respect to such registration.

         9.        Restrictions on Transfer .

                   9.1        Restrictive Legends . This Warrant and each Warrant issued upon transfer or in substitution for this Warrant
pursuant to Section 10 hereof, each certificate for Common Stock issued upon the exercise of the Warrant and each certificate issued upon the
transfer of any such Common Stock shall be transferable only upon satisfaction of the conditions specified in this Section 9. Each of the
foregoing securities shall be stamped or otherwise imprinted with a legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities laws.

                   9.2        Notice of Proposed Transfer . Prior to any transfer of any securities which are not registered under an effective
registration statement under the Securities Act ( ― Restricted Securities ‖), which transfer may only occur if there is an exemption from the
registration provisions of the Securities Act and all other applicable securities laws, the Holder will give written notice to the Company of the
Holder‘s intention to effect a transfer (and shall describe the manner and circumstances of the proposed transfer). The following provisions
shall apply to any proposed transfer of Restricted Securities:

                             (i)       If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer
may be effected without registration of the Restricted Securities under the Securities Act (which opinion shall state in detail the basis of the
legal conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted Securities in accordance with the terms of
the notice delivered by the Holder to the Company. Each certificate representing the Restricted Securities issued upon or in connection with
any transfer shall bear the restrictive legends required by Section 9.1 hereof.
                            (ii)       If the opinion called for in (i) above is not delivered, the Holder shall not be entitled to transfer the
Restricted Securities until either (x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this
Section 9.2 and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered under the
Securities Act.

                   9.3       Certain Other Transfer Restrictions . Notwithstanding any other provision of this Section 9: (i) prior to the Vesting
Date, this Warrant or the Restricted Securities thereunder may only be transferred or assigned to the persons permitted under FINRA Rule
5110(g), and (ii) no opinion of counsel shall be necessary for a transfer of Restricted Securities by the holder thereof to any Person employed
by or owning equity in the Holder, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if the transferee
were the original purchaser hereof and such transfer is permitted under applicable securities laws.

                   9.4        Termination of Restrictions . Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9
upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been
effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company,
such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions
shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense
(other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.

         10.        Ownership, Transfer and Substitution of Warrant .

                   10.1        Ownership of Warrant . The Company may treat any Person in whose name this Warrant is registered in the
Warrant Register maintained pursuant to Section 10.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding any notice to
the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the
bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Sections 9 and 10 hereof,
this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first having been issued.

                  10.2       Office; Exchange of Warrant .

                   (a)       The Company will maintain its principal office at the location identified in the prospectus relating to the Offering or
at such other offices as set forth in the Company‘s most current filing (as of the date notice is to be given) under the Exchange Act or as the
Company otherwise notifies the Holder.

                   (b)       The Company shall cause to be kept at its office maintained pursuant to Section 10.2(a) hereof a Warrant Register
for the registration and transfer of the Warrant. The name and address of the holder of the Warrant, the transfers thereof and the name and
address of the transferee of the Warrant shall be registered in such Warrant Register. The Person in whose name the Warrant shall be so
registered shall be deemed and treated as the owner and holder thereof for all purposes of this Warrant, and the Company shall not be affected
by any notice or knowledge to the contrary.

                 (c)       Upon the surrender of this Warrant, properly endorsed, for registration of transfer or for exchange at the office of
the Company maintained pursuant to Section 10.2(a) hereof, the Company at its expense will (subject to compliance with Section 9 hereof, if
applicable) execute and deliver to or upon the order of the Holder thereof a new Warrant of like tenor, in the name of such holder or as such
holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the aggregate on the face thereof for the number of
Common Stock called for on the face of the Warrant so surrendered (after giving effect to any previous adjustment(s) to the number of Warrant
Shares).

                   10.3       Replacement of Warrant . Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, upon delivery of indemnity
reasonably satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of this Warrant for cancellation at
the office of the Company maintained pursuant to Section 10.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu thereof,
a new Warrant of like tenor and dated the date hereof.
         11.         No Rights or Liabilities as Stockholder . No Holder shall be entitled to vote or receive dividends or be deemed the holder of
any Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to
vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of shares, reclassification of shares, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall
have been exercised and the Common Stock purchasable upon the exercise hereof shall have become deliverable, as provided herein. The
Holder will not be entitled to share in the assets of the Company in the event of a liquidation, dissolution or the winding up of the Company.

          12.         Notices . Any notice or other communication in connection with this Warrant shall be given in writing and directed to the
parties hereto as follows: (a) if to the Holder, c/o Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attn: Cliff Teller, Fax
No: (212) 895-3783; or (b) if to the Company, to the attention of its Chief Executive Officer at its office maintained pursuant to Section 10.2(a)
hereof; provided, that the exercise of the Warrant shall also be effected in the manner provided in Section 3 hereof. Notices shall be deemed
properly delivered and received when delivered to the notice party (i) if personally delivered, upon receipt or refusal to accept delivery, (ii) if
sent via facsimile, upon mechanical confirmation of successful transmission thereof generated by the sending telecopy machine, (iii) if sent by
a commercial overnight courier for delivery on the next Business Day, on the first Business Day after deposit with such courier service, or
(iv) if sent by registered or certified mail, five (5) Business Days after deposit thereof in the U.S. mail.

          13.       Payment of Taxes . The Company will pay all documentary stamp taxes attributable to the issuance of Common Stock
underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the transfer or registration of this Warrant or any certificate for Common Stock underlying this
Warrant in a name other that of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Common Stock underlying this Warrant upon exercise hereof.

         14.         Miscellaneous . This Warrant and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant
shall be construed and enforced in accordance with and governed by the laws of the State of New York. The section headings in this Warrant
are for purposes of convenience only and shall not constitute a part hereof.

                                                            [Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first above written.


                                                                   CHINA FOR-GEN CORP.

                                                                   By:
                                                                         Name:
                                                                         Title:

                                             [Signature Page to Representative‘s Warrant]
                                                                   EXHIBIT A
                                                        FORM OF EXERCISE NOTICE
                                                  [To be executed only upon exercise of Warrant]

To China For-Gen Corp.:

                   The undersigned registered holder of the within Warrant hereby irrevocably exercises the Warrant pursuant to Section 3.1 of
the Warrant with respect to Warrant Shares, at an exercise price per share of $, and requests that the certificates for such Warrant Shares be
issued, subject to Sections 9 and 10, in the name of, and delivered to:




                The undersigned is hereby making payment for the Warrant Shares in the following manner:                             [describe
desired payment method as provided for in 3.1 of the Warrant].

                  The undersigned hereby represents and warrants that it is, and has been since its acquisition of the Warrant, the record and
beneficial owner of the Warrant.

Dated:


                 Print or Type Name

                 (Signature must conform in all respects to name of holder as specified on the face of Warrant)

                 (Street Address)

                 (City)    (State)   (Zip Code)
                                              EXHIBIT B
                                       FORM OF ASSIGNMENT
                              [To be executed only upon transfer of Warrant]

For value received, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers
unto                   [include name and addresses] the rights represented by the Warrant to
purchase                  Common Stock of China For-Gen Corp. to which the Warrant relates, and
appoints                     Attorney to make such transfer on the books of China For-Gen Corp. maintained for the
purpose, with full power of substitution in the premises.

                    Dated:
                                       (Signature must conform in all respects to name
                                       of holder as specified on the face of Warrant)

                                       (Street Address)

                                       (City)         (State)       (Zip Code)

                    Signed in the presence of:

                                       (Signature of Transferree)

                                       (Street Address)

                                       (City)         (State)       (Zip Code)

     Signed in the presence of:
Exhibit 23.1


                             CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
China For-Gen Corp.
87 Dennis Street
Garden City Park, NY 11040

Gentlemen:

        We consent to the incorporation in this Registration Statement on Amended Form S-1 of our report dated May 6, 2010, relating to the
consolidated financial statements of China For-Gen Corp. for the years ended December 31, 2008 and 2009.

/s/ Paritz & Company, P.A.

Hackensack, New Jersey
January 6, 2011