RENMIN TIANLI GROUP, INC. - FORM 10-Q

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EX-32.2 - RENMIN TIANLI GROUP, INC.	e615248_ex32-2.htm
EX-32.1 - RENMIN TIANLI GROUP, INC.	e615248_ex32-1.htm
EX-31.2 - RENMIN TIANLI GROUP, INC.	e615248_ex31-2.htm
EX-31.1 - RENMIN TIANLI GROUP, INC.	e615248_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2016

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission File Number 001-34799

AOXIN TIANLI GROUP, INC.

(Exact name of registrant as specified in its charter)


British Virgin Islands		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

Suite K, 12th Floor, Building A, Jiangjing Mansion

228 Yanjiang Ave., Jiangan District, Wuhan City

Hubei Province, China 430010

(Address of principal executive offices and zip code)

(+86) 27 8274 0726

(Registrant’s telephone number, including area code)


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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer	¨		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 11, 2016, the Registrant had outstanding 31,952,000 shares of common stock, par value $0.001 per share.

AOXIN TIANLI GROUP, INC.

FORM 10-Q

INDEX

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I FINANCIAL INFORMATION		4
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	46
Item 4.	Controls and Procedures	47
PART II OTHER INFORMATION		48
Item 1A.	Risk Factors	48
Item 6.	Exhibits	48

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company. Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed on March 14, 2016.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by the federal securities laws, the Company undertakes no obligation to update forward-looking information. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

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NASDAQ CORPORATE GOVERNANCE

We are a foreign private issuer, having been organized under the laws of the British Virgin Islands (“BVI”). Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of most of the requirements of the 5600 Series of the NASDAQ Marketplace Rules. In order to claim such an exemption, we must disclose the significant differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance requirements.

From time to time we may consider whether it is appropriate to follow requirements of the 5600 Series of the NASDAQ Marketplace Rules. Should we determine not to follow one or more of such Rules in favor of the laws of the BVI, we will advise our shareholders before doing so. Please refer to the disclosure contained in our Annual Report for the year ended December 31, 2014, and our Quarterly Report for the quarter ended June 30, 2015, for a discussion of those home country practices we have elected to follow in lieu of the corresponding requirements of the 5600 Series of the NASDAQ Marketplace Rules.

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PART I FINANCIAL INFORMATION

Item 1.

Financial Statements.

AOXIN TIANLI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(AMOUNTS EXPRESSED IN US DOLLARS)

	June 30, 2016			December 31, 2015
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	52,441,600		$	49,656,897
Accounts receivable, net		106,650			292,684
Inventories		5,994,381			5,656,165
Advances to suppliers		3,596,568			7,823,138
Prepaid expenses		204,756			816,646
Other receivables		304,440			312,161
Restricted cash		-			9,242,571
Assets from discontinued operations		5,863,186			7,926,437
Total Current Assets		68,511,581			81,726,699

Long-term prepaid expenses		1,304,315			1,389,144
Plant and equipment, net		24,659,685			23,410,803
Biological assets, net		1,729,415			1,580,847
Intangible assets, net		2,640,744			2,802,948
Total Assets	$	98,845,740		$	110,910,441

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term loans	$	2,709,476		$	-
Bank acceptance notes payable		-			12,323,428
Accounts payable and accrued liabilities		74,269			19,655
Other payables		2,720,027			3,041,085
Liabilities from discontinued operations		2,311,312			2,359,696
Total Liabilities		7,815,084			17,743,864

Stockholders’ Equity:
Common stock ($0.001 par value, 100,000,000 shares
authorized, 31,952,000 shares issued and outstanding on June 30, 2016, and 33,203,000 shares issued and 33,183,000 shares outstanding on December 31, 2015)		31,952			33,183
Additional paid in capital		61,395,561			61,743,410
Statutory surplus reserves		2,457,180			2,457,180
Retained earnings		29,168,967			28,595,306
Accumulated other comprehensive loss		(3,154,148	)		(1,018,861	)
Stockholders’ Equity – Aoxin Tianli Group, Inc., and Subsidiaries		89,899,512			91,810,218
Noncontrolling interest		1,131,144			1,356,359
Total Stockholders’ Equity		91,030,656			93,166,577
Total Liabilities and Stockholders’ Equity	$	98,845,740		$	110,910,441

See accompanying notes to unaudited consolidated financial statements

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AOXIN TIANLI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(AMOUNTS EXPRESSED IN US DOLLARS)

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2016			2015			2016			2015
Revenue	$	9,610,789		$	9,851,501		$	18,670,057		$	19,439,916
Cost of goods sold		7,431,963			7,816,752			14,390,715			15,860,608
Gross profit		2,178,826			2,034,749			4,279,342			3,579,308

General and administrative expenses		914,129			925,587			1,858,064			2,572,569
Selling expenses		115,903			168,333			218,191			361,172
Operating expenses		1,030,032			1,093,920			2,076,255			2,933,741

Income from operations		1,148,794			940,829			2,203,087			645,567

Other income (expense):
Interest income		59,606			20,106			141,449			25,239
Other income (expense)		8,206			1,815			8,665			(66,939	)
Total other income (expense)		67,812			21,921			150,114			(41,700	)

Income before income taxes		1,216,606			962,750			2,353,201			603,867
Income taxes		-			-			-			-
Net income from continuing operations		1,216,606			962,750			2,353,201			603,867

Discontinued operations:
Gain (loss) from operations of discontinued component, net of taxes		(611,417	)		(38,693	)		(2,022,204	)		103,678
Net income		605,189			924,057			330,997			707,545

Add:
Net loss (income) attributable to the noncontrolling interest		73,370			(4,655	)		242,664			(28,094	)
Net income attributable to Aoxin Tianli Group, Inc. and Subsidiaries	$	678,559		$	919,402		$	573,661		$	679,451

Earnings per share, continuing operations – Basic and Diluted	$	0.04		$	0.03		$	0.07		$	0.02
Loss per share, discontinued operations – Basic and Diluted	$	(0.02	)	$	-		$	(0.06	)	$	-
Weighted average shares outstanding – Basic and Diluted		31,952,000			33,183,000			32,536,833			32,643,000

Comprehensive income (loss):
Net income attributable to Aoxin Tianli Group, Inc. and Subsidiaries	$	678,559		$	919,402		$	573,661		$	679,451
Unrealized foreign currency translation adjustment		(2,743,550	)		386,460			(2,135,287	)		950,524
Comprehensive income (loss)	$	(2,064,991	)	$	1,305,862		$	(1,561,626	)	$	1,629,975

See accompanying notes to unaudited consolidated financial statements

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AOXIN TIANLI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS EXPRESSED IN US DOLLARS)

(UNAUDITED)

	For the Six Months Ended June 30,
	2016			2015


CASH FLOWS FROM OPERATING ACTIVITIES
Net income from continuing operations	$	2,353,201		$	603,867
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		1,194,716			1,588,659
Amortization of prepaid expenses		261,744			145,314
Amortization of long-term prepaid expenses		53,997			788,633
Bad debt expense		-			117,000
Loss from farm shutdown		-			12,063
Loss from disposal of biological assets		427,071			157,516
Changes in operating assets and liabilities:
Accounts receivable		182,316			44,426
Inventories		2,764,344			4,294,202
Advances to suppliers		-			514,202
Prepaid expenses		(11,879	)		(54,829	)
Other receivables		605			(389,746	)
Accounts payable and accrued payables		67,973			-
Advances from customers		-			(45,349	)
Other payables		-			(82,427	)
Total adjustments		4,940,887			7,089,664
Net cash provided by operating activities from continuing operations		7,294,088			7,693,531
Net cash provided by (used in) operating activities from discontinued operations		(41,000	)		1,412,119
Net cash provided by operating activities		7,253,088			9,105,650

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of biological assets		-			(589	)
Purchase of plant and equipment		(3,002,759	)		(275	)
Net cash used in investing activities from continuing operations		(3,002,759	)		(864	)
Net cash provided by investing activities from discontinued operations		-			1,625,037
Net cash provided by (used in) investing activities		(3,002,759	)		1,624,173

CASH FLOWS FROM FINANCING ACTIVITIES
Restricted cash received from (deposited to) banks		9,180,826			(3,271,823	)
Due to (from) related party		-			(50,281	)
Proceeds from short-term loans		2,754,248			-
Repayment of short-term loans		(12,241,101	)		(1,635,912	)
Net cash used in financing activities from continuing operations		(306,027	)		(4,958,016	)
Net cash provided by financing activities from discontinued operations		-			1,486,493
Net cash used in financing activities		(306,027	)		(3,471,523	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(1,159,599	)		424,543

NET INCREASE IN CASH		2,784,703			7,682,843

CASH, BEGINNING OF PERIOD		49,656,897			39,123,869

CASH, END OF PERIOD	$	52,441,600		$	46,806,712

SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest paid	$	-		$	45,180
Income tax paid	$	-		$	87,119

NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES
Prepayments for raw material purchases made with bank acceptance notes	$	-		$	6,518,799
Shares issued to employees	$	-		$	1,433,700
Inventories received from prior year prepayments	$	4,114,878		$	-
Inventories transferred to biological assets	$	875,481		$	-
Cancelation of shares related to Hang-ao acquisition	$	1,047		$	-
Cancelation of shares related to employees' compensation	$	361,080		$	-

See accompanying notes to unaudited consolidated financial statements

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AOXIN TIANLI GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015

(UNAUDITED)

NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS

The consolidated financial statements include the financial statements of Aoxin Tianli Group, Inc. (referred to herein as “Aoxin Tianli”) (formerly known as Tianli Agritech, Inc.); its wholly-owned subsidiary, HC Shengyuan Limited, a Hong Kong limited liability company (“HCS”); HCS’s wholly-owned subsidiary, Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd., a Chinese limited liability company and a wholly foreign owned entity (“WFOE”) formerly known as Wuhan Fengxing Agricultural Science and Technology Development Co., Ltd.; WFOE’s wholly-owned subsidiary, Wuhan Fengze Agricultural Science and Technology Development Co., Ltd., a Chinese limited liability company (“Fengze”), which had been controlled by WFOE through a series of contractual control agreements which were terminated on July 2, 2014, when WFOE acquired 100% of the equity interest of Fengze; and Fengze’s whollyowned subsidiary, Hubei Tianzhili Breeder Hog Co., Ltd., a Chinese limited liability company (“Tianzhili”). On July 15, 2014, the Company acquired Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (“Hang-ao”), a Chinese limited liability company located in Xiangyang, Hubei Province. In accordance with the acquisition agreement, Aoxin Tianli became the holder of 88% of the equity interest of Hang-ao. Hang-ao was the sole shareholder of Beijing Sanqiang Tongwei Electromechanical Hydraulic Technology Development Co., Ltd. (“Sanqiang”) and engaged in the business of manufacturing and marketing electro-hydraulic servo-valves and related servo systems and components. On August 26, 2014, the Company entered into and consummated a stock purchase agreement whereby it acquired 95% of the outstanding equity of Wuhan Optical Valley Orange Technology Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“OV Orange”). As a result of the completion of the transaction, OV Orange became a 95% owned subsidiary of the Company, with the remaining 5% equity interest owned by Hubei Aoxin Science & Technology Group Co. Ltd., a company whose Chairman and principal shareholder is Mr. Ping Wang, the Company’s former Chairman and Chief Executive Officer. OV Orange is focused on delivering next-generation optical fiber hardware and software solutions for the security and protection industry and is also the sole shareholder of Wuhan Orange Optical Networking Technology Development Co., Ltd. (“Optical Networking”). During the fourth quarter of 2015, the Company determined to sell Hang-ao and OV Orange. Subsequently, on November 13, 2015 and December 29, 2015, the Company entered into equity transfer agreements for the sale of its 88% equity interest in Hang-ao and 95% equity interest in OV Orange for a purchase price of RMB 48.4 million ($7.5 million) and RMB 47.5 million ($7.3 million), respectively. The equity transfer agreement for the sale of OV Orange was completed with the former shareholders of OV Orange, Mr. Jin Wu, Ms. Lina Deng, and Mr. Deming Liu. On December 25, 2015, the Company terminated the equity transfer agreement entered into on November 13, 2015 for the sale of its 88% equity interest in Hang-ao due to the inability to obtain proper land use permits and deeds for its properties. The Company will keep seeking other opportunities to sell its equity in Hang-ao. All of Aoxin Tianli’s operations are conducted by Fengze, Tianzhili, and Hang-ao. Fengze and Tianzhili’s results of operations are consolidated into those of Aoxin Tianli. The results of operations of Hang-ao and OV Orange are reflected in the Company’s consolidated financial statements as discontinued operations. HCS, WFOE, Fengze, Tianzhili, Hang-ao, Sanqiang, OV Orange, and Optical Networking are sometimes referred to as the “subsidiaries”. Aoxin Tianli and its consolidated subsidiaries are collectively referred to herein as the “Company”, “we” and “us”, unless specific reference is made to an entity.

Tianli Agritech, Inc. was incorporated in the British Virgin Islands on November 9, 2009 as a limited liability company. The Company is engaged in the business of breeding, raising, and selling hogs for use in China’s pork meat production and hog breeding by other hog producers. The Company also sells pork products directly to certain outlets. The Company operates eight production farms in areas around Wuhan City, within Hubei Province, People’s Republic of China (“PRC”). On July 18, 2014, Tianli Agritech, Inc. changed its name to “Aoxin Tianli Group, Inc.” Its wholly owned subsidiary, HCS, was incorporated in Hong Kong on November 24, 2009 as a limited liability company. Other than its equity interest in HCS, Tianli does not own any assets or conduct any operations.

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WFOE was incorporated in Wuhan City on June 2, 2005. On November 26, 2009, HCS entered into a stock purchase agreement with WFOE whereby HCS would acquire 100% of the equity interest of WFOE. On January 19, 2010, the Wuhan Municipal Commission of Commerce approved the ownership change. On January 27, 2010, the ownership change was declared effective by the Wuhan Administrator for Industry & Commerce. HCS acquired WFOE and became the holder of 100% of the equity interest of WFOE, and WFOE effectively became the wholly-owned subsidiary of the Company. Other than the equity interest in WFOE, HCS does not own any assets or conduct any operations.

On June 6, 2014, WFOE changed its name from “Wuhan Fengxing Agricultural Science and Technology Development Co., Ltd.” to “Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd.” and entered into a share purchase agreement with Fengze’s Principal Stockholders whereby WFOE would acquire 100% of the equity interest of Fengze. On June 20, 2014, the Wuhan Municipal Commission of Commerce approved the ownership change and it was declared effective by the Wuhan Administrator for Industry & Commerce. WFOE acquired Fengze and became the holder of 100% of the equity interest of Fengze, and Fengze effectively became the wholly-owned subsidiary of the Company.

On June 20, 2014, WFOE, Fengze, and Fengze’s former Principal Stockholders entered into a termination agreement to terminate the Entrusted Management Agreement, Pledge of Equity Agreement, and Option Agreement made on December 1, 2009.

On November 5, 2012, XMRJ LLP (“XMRJ”), a limited partner enterprise formed under Chinese law that engages in equity investments in China, agreed to invest RMB 10,000,000, or approximately $1,600,000, in Tianzhili. Until such investment, Tianzhili was a wholly-owned subsidiary of Fengze. Tianzhili conducts our black hog breeding operations. In consideration for its commitment to make the investment and an interest free loan, XMRJ received a 40% equity interest in Tianzhili. As of December 31, 2012, Tianzhili received $1,057,636 or RMB 6,666,700 from XMRJ. On March 22, 2014, Fengze entered into an equity purchase agreement with XMRJ to purchase the 40% minority equity interest in Tianzhili for RMB 6,666,700 or $1,083,100. As a result of this purchase, Tianzhili became the wholly owned subsidiary of the Company.

On January 16, 2013, Tianzhili established Hubei Tianzhili (Hefeng) Breeder Hog Co., Ltd (“Hefeng”), a wholly owned subsidiary of Tianzhili, in Enshi Tujia and Miao Autonomous Prefecture of Hubei Province, as a limited liability company. Hefeng never commenced operations and has been dissolved and its business registration terminated.

On November 6, 2013, the Animal Husbandry and Veterinary Bureau of Caidian District, Wuhan City, directed the Company to close its farm located in the Caidian District (Farm 8). The Company was advised that all agricultural and manufacturing activities in the area of Dacha Lake in the Caidian District were ordered to shut down before the end of 2013 as part of the government's effort to restore the lake to its natural condition. The Company finished its evacuation of this farm during the first quarter of 2014 and received relocation compensation of $987,459 on June 2014.

On July 15, 2014, the Company acquired Hang-ao . In accordance with the acquisition agreement, Aoxin Tianli became the holder of 88% of the equity interest of Hang-ao for consideration of $9,055,605, including RMB 42 million or approximately $6.8 million in cash and 1,047,000 common shares of Aoxin Tianli. The acquisition agreement includes a three year “earn out payment” provision which requires Hang-ao to reach certain levels of net income for the years 2014, 2015, and 2016 for the sellers to retain the 1,047,000 common shares of Aoxin Tianli. Because Hang-ao reported a net loss of $287,609 for the year ended December 31, 2015,the 1,047,000 Aoxin Tianli common shares were cancelled.

On October 6, 2014, the Company entered into a letter of intent with Mr. Fawei Qiu who held 12% of the equity of Hang-ao, to sell 100% of the equity of Sanqiang for RMB 24 million or $3.9 million. On November 11, 2014, the transaction was completed and the consideration of RMB 24 million or $3.9 million had been collected.

On August 26, 2014, the Company entered into and consummated a stock purchase agreement (the “Stock Purchase Agreement”) whereby it acquired 95% of the outstanding equity of OV Orange in exchange for 2,552,000 of the Company’s common shares, of which 403,000 shares were deposited in escrow to be issued to Mr. Hai Liu, CEO of OV Orange and the former beneficial owner of 7,500,000 (representing 15% of the outstanding) OV Orange shares (the “Escrow Shares”), subject to the attainment by OV Orange of certain agreed upon net profit targets for the years ended December 31, 2014, 2015 and 2016.

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If the net profit targets set forth in the Stock Purchase Agreement are achieved for all three years Mr. Liu and Mr. Jin Wu, the record holder of 806,000 shares of the Company’s common stock issued in exchange for 30% of the OV Orange shares, shall have the right to exchange shares of the Company’s common stock received in the acquisition for up to 7,500,000 and 15,000,000 shares, respectively, of OV Orange purchased by the Company during the three month period (the “Option Period”) commencing March 16 and terminating June 15, 2017. The ratio at which the OV Orange shares may be acquired by Mr. Liu or Mr. Wu is based upon the relative fair market values of the shares of the Company and OV Orange at the time of the re-purchase, except that if the value of the shares of the Company issued to Mr. Liu or Mr. Wu is less than the value of the shares of OV Orange he is entitled to receive, he can receive all of the OV Orange shares by delivering all of his Company shares and will not receive any additional compensation.

OV Orange was sole shareholder of Optical Networking. On November 10, 2014, OV Orange entered into a share sale agreement with Mr. Deming Liu and Hubei Aoxin Science & Technology Group Co. Ltd. to sell 100% of the equity of Optical Networking for consideration of RMB 1,000,000 or $161,030. On November 12, 2014, the consideration of RMB 1 million or $161,030 had been collected.

On December 29, 2015, the Company entered into equity transfer agreements with the former shareholders of OV Orange, Mr. Jin Wu, Ms. Lina Deng, and Mr. Deming Liu, for the sale of its 95% equity interest in OV Orange for a purchase price of RMB 47.5 million ($7.3 million), as a condition of the sale, the 403,000 “earn-out” shares deposited in escrow and issued to Mr. Hai Liu, CEO and the former beneficial owner of OV Orange will be released to him at the end of March, 2017 as previously stipulated in the acquisition agreement.

NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with US GAAP. The basis of accounting differs from that used in the statutory accounts of the Company, which are prepared in accordance with the accounting principles of the PRC (“PRC GAAP”). The Company’s functional currency is the Chinese Renminbi (“RMB”); however the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). All significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from these estimates. Significant estimates include the useful lives of property and equipment, land use rights and biological assets, and assumptions used in assessing impairment for long-term assets.

Principles of Consolidation

We consolidate wholly-owned subsidiaries, HCS, WFOE, Fengze, Tianzhili, as well as Hang-ao, and for the periods prior to their sales, Sanqiang, Optical Networking, and OV Orange. All material intercompany accounts and transactions have been eliminated in consolidation. The 12% equity interest holders in Hang-ao will be accounted as noncontrolling interest in the Company’s consolidation financial statements.

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Cash

Cash consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. Restricted cash is excluded from cash. The Company maintained cash and cash equivalents with various financial institutions in the PRC. As of June 30, 2016 and December 31, 2015, balances in banks in the PRC were $52,441,600 and $49,656,897, respectively.

Accounts Receivable

Accounts receivable is stated at cost, net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and makes allowances where there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends. Management did not accrue any allowance for doubtful accounts at June 30, 2016 and December 31, 2015.

Inventories

Inventories are stated at the lower of cost, as determined by the weighted-average method, or market. Management compares the cost of inventories with the market value, and allowance is made for writing down the inventories to their market value if that is lower. Costs of raised animals include proportionate costs of breeding, including amortization of the breeding herd or biological assets, plus the costs of feed and other maintenance costs through the balance sheet date. Management inspects and monitors inventory on a continual basis. The Company did not record any inventory reserve for its continuing operations at June 30, 2016 and December 31, 2015, respectively. However, the Company reported $1,890,398 and $0 for its discontinued operations at June 30, 2016 and December 31, 2015, respectively.

Prepaid Expenses

Prepaid expenses at June 30, 2016 and December 31, 2015 totaled $204,756 and $816,646, respectively, and includes prepayments to suppliers for services that had not yet been provided to us. We recognize prepayments as expense as suppliers provide services, in compliance with our accounting policy. For the three months ended June 30, 2016 and 2015, the Company had amortized its prepaid insurance expense, warehouse leasing expense, and service expense of $130,900 and $58,574, respectively. For the six months ended June 30, 2016 and 2015, the Company had amortized its prepaid insurance expense, warehouse leasing expense, and service expense of $261,744 and $145,314, respectively.

Advances to Suppliers

Advances to suppliers are stated at cost, net of an allowance for doubtful accounts and include prepayments to suppliers for merchandise and raw materials that had not yet been shipped to us. We recognize prepayments as inventory or expense as suppliers make delivery of goods in compliance with our accounting policy. The Company maintains allowances for doubtful accounts for estimated losses resulting from prepayments without future economic benefits to the Company. The Company reviews the advances to suppliers on a periodic basis and makes allowances where there is doubt as to the future economic benefits of individual balances. Advances to suppliers at June 30, 2016 and December 31, 2015 totaled $3,596,568 and $7,823,138, respectively, which represented prepayments to the Company’s feed suppliers. Management accrued allowance for doubtful accounts of $112,585 and $115,215 at June 30, 2016 and December 31, 2015.

Restricted Cash

Restricted cash consists of cash deposits held by a bank and a guarantee service provider to secure bank acceptance notes payable.

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Plant and Equipment

The Company states plant and equipment at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized. When plant and equipment assets are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any resulting gain or loss is recorded as an operating expense. In accordance with US GAAP, the Company examines the possibility of decreases in the value of plant and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes depreciation using the straight-line method over the estimated useful lives of the assets with a residual value of 5% of plant and equipment.

Estimated useful lives of the Company’s assets are as follows:

	Useful Life
Buildings	20 years
Vehicles	5-10 years
Office equipment	3-5 years
Research equipment	3-20 years
Production equipment	3-20 years

Biological Assets

Biological assets consist primarily of hogs purchased or selected from the Company’s own production for breeding and farrowing, which management believes will produce piglets that grow faster and have better quality breeding capabilities and carcasses with a high percentage of meat and a small quantity of fat. The costs to purchase and cultivate these breeding hogs and the expenditures related to labor and materials to feed the breeding hogs until they become commercially productive and breedable are capitalized. When these breeding hogs are entered into breeding and farrowing production, amortization of the costs of these breeding hogs commences. The estimated production life for breeding hogs is three years, and the costs are amortized to a residual value of $76 (RMB 500). After the breeding hogs have completed their production life of breeding, these breeding hogs are then transferred into inventory as the vast majority of these breeding hogs will then be sold for meat processing. Expenses incurred maintaining breeding hogs during gestation until piglets are weaned are capitalized into inventory and included in Work in process—biological assets, a component of inventories. If these breeding hogs produce piglets which are deemed appropriate for internal breeding purposes, the gestation and raising costs until weaned for these piglets are then allocated into biological assets.

Amortized expenses pertaining to biological assets are included in inventory costs for those piglets to be sold and ultimately become a component of cost of goods sold.

Intangible Assets

Included in the intangible assets are land use rights and distribution networks. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over the 50 year life of the land use rights and 10 year life of the acquired distribution network.

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Impairment of Long-lived Assets

In accordance with US GAAP, the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For the six months ended June 30, 2016 and 2015, the Company did not record impairment charges against its plant and equipment.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted ASC 820, Fair Value Measurements and Disclosure (“ASC 820”) for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company did not identify any assets and liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the relevant accounting standards.

The carrying values of cash and cash equivalents, trade receivables and payables, and short-term bank loans and debts approximate their fair values due to the short maturities of these instruments.

Non-controlling Interest

Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Revenue Recognition

Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company generates revenues from breeding, raising, and selling hogs for use in Chinese pork meat production, the sale of hogs for breeding by other hog producers and selling specialty pork products to retailers.

Revenues generated from the sales of breeding and meat hogs and specialty pork are recognized when these products are delivered to customers in accordance with previously agreed upon pricing and delivery arrangements, and the collectability of these sales is reasonably assured. Cash payment, which sometimes is in the form of wired cash transfers to the Company’s bank account, is usually received by the Company at the time the hogs are sold. Sold hogs and specialty pork are not returnable and accordingly, no provision has been made for returnable goods. The customers are responsible for shipping the hogs that they purchase.

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Segment Information

The Company follows FASB ASC 280-Segment Reporting, which requires that companies disclose segment data based on how management makes decisions about allocating resources to segments and evaluates their performance.

In the second quarters of 2013, the Company entered into distribution agreements with supermarkets whereby the Company is permitted to sell specialty pork products in the supermarkets’ retail facilities. Consequently, management determined that as of the end of the second quarter of 2013, the Company was operating in two segments, Hog Farming and Retail.

After completion of the Hang-ao and OV Orange acquisitions in 2014, the Company had determined to establish another segment, the emerging business segment, in which it included its operations in electro-hydraulic servovalves and optical fiber hardware and software solutions. During the fourth quarter of 2015, the Company determined to sell its subsidiaries, Hang-ao and OV Orange. Subsequently, OV Orange was sold on December 29, 2015. Accordingly, the results of operations from Hang-ao and OV Orange were reflected as discontinued operations in the Company’s consolidated financial statements. As of June 30, 2016 and December 31, 2015, the Company was operating in two segments, Hog Farming and Retail.

Income Taxes

The Company accounts for income taxes under the provisions of Section 740-10-30 of the FASB Accounting Standards Codification, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. The Company did not have any deferred tax assets or liabilities as of June 30, 2016 and December 31, 2015.

The Company is subject to the Enterprise Income Tax law (“EIT”) of the People’s Republic of China. However, according to the EIT, companies that are engaged in the agricultural business and primary processing of agricultural products are exempt from the 25% enterprise income tax. The Company’s operations in breeding, raising, and selling hogs for use in Chinese pork meat production and hog breeding, are exempt from the Chinese income tax. However, the Company’s operations in servo-valve products, which are conducted through Hang-ao and included in the Company’s discontinued operations, are subject to the 25% enterprise income tax. Aoxin Tianli is incorporated in the British Virgin Islands. Under the current tax laws of the British Virgin Islands, the Company is not subject to income taxes.

In addition the Company’s hog sales are not subject to the PRC’s 17% VAT tax or the 5% business tax levied on incomes from services rendered. However, the Company’s operations in servo-valve products, conducted through Hang-ao, are subject to such taxes. According to the PRC tax regulations, companies engaging in the agricultural business are exempt from these taxes. With respect to the Company’s operations in Retail segment, the Company is engaged in breeding, processing, and distributing black hogs and black hog meats which are exempt from VAT taxes and corporate income tax as well.

Related parties

A Party is considered to be related to the Company if the party, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners and management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged.

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Basic and Diluted Earnings per Share

The Company reports earnings per share in accordance with FASB ASC 260 “Earnings per share”. The Company’s basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding during the six month periods ended June 30, 2016 and 2015.

Foreign Currency Translation

As of June 30, 2016 and December 31, 2015, the accounts of Aoxin Tianli were maintained and its financial statements were expressed in Chinese Renminbi (RMB). Such financial statements were translated into United States Dollars (USD) in accordance with US GAAP, with the RMB as the functional currency. All assets and liabilities are translated at the current exchange rates as of the balance sheet dates. These rates were RMB 6.6434 and RMB 6.4917 per US dollar as of June 30, 2016 and December 31, 2015, respectively. Stockholders’ equity is translated at the historical rates and items in the statements of operations and cash flows are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with US GAAP as a component of stockholders’ equity.

During the six months ended June 30, 2016 and 2015, the transactions of Tianli were denominated and recorded in RMB and are translated at the average rates of exchange for the period. These rates were RMB 6.5354 and RMB 6.0888 per US dollar for the six months ended June 30, 2016 and 2015, respectively. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Contingencies

Certain conditions may exist as of the date financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessments inherently involve an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Accrual of Environmental Obligations

ASC Section 410-30-25 “Recognition” of environmental obligations requires the accrual of a liability if both of the following conditions are met:

a)	Information available before the financial statements are issued or are available to be issued indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements.

b)	The amount of the loss can be reasonably estimated.

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As of June 30, 2016 and December 31, 2015, the Company did not have any environmental remediation obligations, nor did it have any asset retirement obligations under ASC 410. Furthermore, the Company did not have any environmental remediation loss contingencies requiring recognition or disclosure in its financial statements.

Recently Issued Accounting Pronouncements

In May 2014, as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards, the Financial Accounting Standards Board (“FASB”) issued a new standard related to revenue recognition. FASB issued Accounting Standards Update (“ASU”) No. 2014-9, “Revenue from Contracts with Customers” (“ASU 2014-9”). ASU 2014-9 provides for a single comprehensive principles-based standard for the recognition of revenue across all industries through the application of the following five-step process:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The updated guidance related to revenue recognition affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for the Company starting on January 1, 2017. The Company is currently evaluating the impact this guidance will have on its combined financial position, results of operations and cash flows.

In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This new guidance will be effective for us beginning July 1, 2016. We are currently evaluating the impact of this standard on our consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Entities are currently required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The guidance is to be applied prospectively to measurement period adjustments that occur after the effective date of the guidance with earlier application permitted for financial statements that have not been issued. The Company elected to adopt ASU 2015-16 early, effective in the year ended December 31, 2015.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The standard requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Entities are currently required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The amendments, which require non-current presentation only (by jurisdiction), are effective for financial statements issued for annual periods beginning after December 15, 2016 with earlier application permitted as of the beginning of an interim or annual reporting period. The guidance is to be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company elected to early adopt this standard, effective as of December 31, 2015. There was no impact from this adoption.

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In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The standard requires several targeted changes including that equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) be measured at fair value with changes in fair value recognized in net income. The new guidance also changes certain disclosure requirements and other aspects of current US GAAP. Amendments are to be applied as a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. This standard is effective for fiscal years starting after December 15, 2017, including interim periods within those fiscal years. The standard does not permit early adoption with the exception of certain targeted provisions. The Company is currently assessing the impact and timing of adopting this guidance on its consolidated financial statements.

In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities on the balance sheet. Most prominent among the amendments is the recognition of assets and liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We anticipate this standard will have a material impact on our consolidated balance sheets, and we are currently evaluating its impact.

In March 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard that changes the accounting for certain aspects of share-based payments to employees. The new guidance requires excess tax benefits and tax deficiencies to be recorded in the income statement when the awards vest or are settled. In addition, cash flows related to excess tax benefits will no longer be separately classified as a financing activity apart from other income tax cash flows. The standard also allows us to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting, clarifies that all cash payments made on an employee’s behalf for withheld shares should be presented as a financing activity on our cash flows statement, and provides an accounting policy election to account for forfeitures as they occur. The Company is currently assessing the impact and timing of adopting this guidance on its consolidated financial statements.

In April 2016, the FASB issued ASU 2016- 10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments add further guidance on identifying performance obligations and also to improve the operability and understandability of the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting.” The amendment rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force (EITF) meeting. Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606: 1) Revenue and Expense Recognition for Freight Services in Process, which is codified in paragraph 605-20-S99-2; 2) Accounting for Shipping and Handling Fees and Costs, which is codified in paragraph 605-45-S99-1; 3) Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor's Products), which is codified in paragraph 605-50-S99-1; 4) Accounting for Gas-Balancing Arrangements (i.e., use of the "entitlements method"), which is codified in paragraph 932-10-S99-5, which is effective upon adoption of ASU 2014-09. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

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In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients". The amendments, among other things: (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The effective date of these amendments is at the same date that Topic 606 is effective. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

Based on the Company’s initial assessment of the standard, the Company expects that any potential future disposals of individual hog farms will not be reported as discontinued operations and that the results of operations of any disposed hog farm, including revenues, costs and any gains or losses on disposal, will be classified as continuing operations within the Consolidated Statements of Operations and Comprehensive Income for all periods presented through the date of disposition.

Reclassification

Certain prior year balances were reclassified to conform to the current period presentation wherein Hang-ao and OV Orange, are classified as discontinued operations. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented.

Repurchase of 40% Noncontrolling Interest

On March 22, 2014, the Company acquired the 40% minority equity interest in Hubei Tianzhili Breeder Hog Co., Ltd. (“Tianzhili”) for RMB 6,666,700 or $1,083,100. As a result of this purchase, Tianzhili became the wholly owned subsidiary of the Company. Tianzhili, which is based in Hubei Province, China, is engaged in the business of raising and selling black hogs through several major Chinese retail channels located in Wuhan, Hubei.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition of the noncontrolling interest in Tianzhili. The allocation of the purchase price reflects final values assigned and may differ from preliminary values reported in the consolidated financials for prior periods.

	March 22, 2014
Property, plant and equipment	$	10,129,629
Intangible asset – land use right		262,913
Intangible asset - distribution network		1,926,417
Other assets, including cash of $185,531		519,845
Assets acquired	$	12,838,804
Accounts payable and other liabilities		3,496
Other payables		3,153,447
Liabilities assumed	$	3,156,943
Net assets acquired	$	9,681,861

The intangible asset arising from the Tianzhili noncontrolling interest acquisition reflects the economic potential of the markets in which the acquired company operates as well as the synergies and economies of scale expected from operating the business as part of Aoxin Tianli.

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Acquisitions

On July 15, 2014, the Company acquired Hang-ao, a Chinese limited liability company located in Xiangyang, Hubei Province. In accordance with the acquisition agreement, Aoxin Tianli became the holder of 88% of the equity interest of Hang-ao for consideration of $9,055,605, including RMB 42 million or approximately $6.8 million in cash and 1,047,000 common shares of Aoxin Tianli. Hang-ao, at the time of the acquisition, was the sole shareholder of Beijing Sanqiang Tongwei Electromechanical Hydraulic Technology Development Co., Ltd. and engaged in the business of manufacturing and marketing electro-hydraulic servo-valves and related servo systems and components. The acquisition agreement includes a three year “earn out payment” provision which requires Hang-ao to reach certain levels of net income for the years 2014, 2015, and 2016 for the sellers to retain the 1,047,000 common shares of Aoxin Tianli. The net income targets are RMB 4.5 million ($733,000), 9 million ($1.5 million), and RMB 15 million ($2.4 million) for the years 2014, 2015, and 2016.

The following is a reconciliation of the purchase:

	Shares		Price per Share		Amount
Fair value of the Company’s stock issued		1,047,000	$	2.13	$	2,230,110
Cash						6,825,495
Total purchase price					$	9,055,605
Acquired assets and liabilities:
Cash					$	215,236
Current assets						8,121,512
Fixed assets						2,036,448
Intangible assets						3,684,084
Liabilities						(3,766,820	)
						10,290,460
Percentage of acquired equity						88	%
88% of acquired assets and liabilities						9,055,605
Purchase price						9,055,605
Goodwill					$	-

	Amount
Acquired assets and liabilities, net	$	10,290,460
Percentage of equity		12	%
Noncontrolling Interest	$	1,234,855

On August 26, 2014, the Company entered into and consummated a stock purchase agreement (the “Stock Purchase Agreement”) whereby it acquired 95% of the outstanding equity of Wuhan Optical Valley Orange Technology Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“OV Orange”), from certain of the former shareholders of OV Orange in exchange for 2,552,000 of the Company’s common shares, of which 403,000 shares were deposited in escrow to be issued to Mr. Hai Liu, CEO of OV Orange and the former beneficial owner of 7,500,000 (representing 15% of the outstanding) OV Orange shares (the “Escrow Shares”), subject to the attainment by OV Orange of certain agreed upon net profit targets for the years ended December 31, 2014, 2015 and 2016. Specifically, Mr. Liu will be entitled to the Escrow Shares only if OV Orange achieves net profits equal to not less than 90% of RMB 2.6 million, RMB 6.8 million and RMB 10.5 million for the years ending December 31, 2014, 2015, and 2016, respectively. If the net profits of OV Orange in any of the three target years are less than 90% of the target, the number of Escrow Shares to be issued to Mr. Liu will be reduced in accordance with a formula set forth in the Stock Purchase Agreement.

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The following is a reconciliation of the purchase:

	Shares		Price per Share		Amount
Fair value of the Company’s stock issued		2,552,000	$	1.95	$	4,976,400
Acquired assets and liabilities:
Cash					$	690,990
Current assets						3,881,918
Fixed assets						376,075
Long-term prepaid expense						1,282,037
Intangible assets						2,699,753
Liabilities						(989,226	)
						7,941,547
Discount from bargain purchase						(2,703,232	)
						5,238,315
Percentage of acquired equity						95	%
95% of acquired assets and liabilities						4,976,400
Purchase price						4,976,400
Goodwill					$	-

	Amount
Acquired assets and liabilities, net	$	5,238,315
Percentage of equity		5	%
Noncontrolling Interest	$	261,915

Before Aoxin Tianli acquired OV Orange, 45% of OV Orange’s equity interest was held by Hubei Aoxin Science & Technology Group Co. Ltd., a company whose Chairman and principal shareholder is Mr. Ping Wang, the same as Aoxin Tianli’s former CEO. Therefore, the acquisition of OV Orange is a related party transaction and the discount of $2,703,232 from this bargain purchase was recorded as part of additional paid-in capital.

Deconsolidation

On November 10, 2014, the Company sold 100% of Sanqiang’s equity interest for $3,906,759 in cash. Aoxin Tianli recognized a gain of $312,945 from this transaction.

The following is a reconciliation of the deconsolidation:

	Amount
Selling price	$	3,906,759
Disposed assets and liabilities:
Cash		16,839
Current assets		292,795
Fixed assets		17,370
Intangible assets		3,550,949
Liabilities		(284,139	)
		3,593,814
Gain from disposal of subsidiaries, net of income tax	$	312,945

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On November 10, 2014, the Company sold 100% of Optical Networking’s equity interest for $162,906 in cash. Aoxin Tianli recognized a gain of $5,965 from this transaction.

The following is a reconciliation of the deconsolidation:

	Amount
Selling price	$	162,906
Disposed assets and liabilities:
Cash		72,665
Current assets		84,276
		156,941
Gain from disposal of subsidiaries, net of income tax	$	5,965

On December 29, 2015, the Company sold 95% of OV Orange’s equity interest for $7,317,036 in cash. Aoxin Tianli recognized a gain of $2,144,226 from this transaction.

The following is a reconciliation of the deconsolidation:

	Amount
Selling price	$	7,317,036
Disposed assets and liabilities:
Cash		65,446
Current assets		2,202,581
Long-term prepaid expenses		1,103,974
Fixed assets and construction in progress		925,524
Intangible assets		2,190,288
Liabilities		(1,315,003	)
		5,172,810
Gain from disposal of subsidiaries, net of income tax	$	2,144,226

NOTE 3—ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	June 30,		December 31,
	2016		2015
Accounts receivable	$	106,650	$	292,684
Less: Allowance for doubtful accounts		-		-
	$	106,650	$	292,684

The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and makes allowances where there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness and current economic trends. During the six months ended June 30, 2016 and 2015, the Company reported a recovery gain of $0 and $5,684, respectively, from the allowance for doubtful accounts.

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NOTE 4—INVENTORIES

Inventories consisted of the following:

	June 30,		December 31,
	2016		2015
Raw materials—hogs	$	1,039,829	$	383,807
Work in process—biological assets		2,546,870		2,416,201
Infant hogs		2,407,682		2,853,727
Finished goods—specialty pork products		-		2,430
Less: inventory reserve		-		-
	$	5,994,381	$	5,656,165

Management compares the cost of inventories with the market value, and allowance is made for writing down the inventories to their market value, if lower. As of June 30, 2016 and December 31, 2015, the Company did not write down the value of its inventories from the continuing operations. However, the Company reported an inventory reserve of $1,890,398 and $0 for its discontinued operations at June 30, 2016 and December 31, 2015, respectively. For the six months ended June 30, 2016 and 2015, the Company did not report any recovery gain from its impairment loss reserve. The term “Work in process—biological assets” has the meaning set forth above in Note 2—Biological Assets.

NOTE 5—ADVANCES TO SUPPLIERS

The Company makes advances for materials or services the Company uses in its operations. Advances to suppliers consisted of prepayments to suppliers for merchandise and raw materials which were mainly comprised of premix feeds. As of June 30, 2016 and December 31, 2015, advances to suppliers amounted to $3,596,568 and $7,823,138, respectively, representing amounts prepaid to the Company’s feed suppliers. During the six months ended June 30, 2016 and 2015, the Company reported a bad debt expense of $0 and $122,357 over its advances to suppliers, respectively, for certain prepayments which may not have future economic benefits to the Company.

NOTE 6—OTHER RECEIVABLES

At June 30, 2016 and December 31, 2015, the Company reported other receivables of $304,440 and $312,161, respectively, including no allowance for doubtful receivables. The balances as of June 30, 2016 and December 31, 2015 included a deposit of $301,053 and $308,086 to a professional loan guarantee service company for issuance of the bank acceptance notes and short-term loans. During the six months ended June 30, 2016 and 2015, the Company reported a bad debt expense of $0 and $327, respectively, from the allowance for doubtful accounts.

NOTE 7—RESTRICTED CASH

Restricted cash consists of cash deposits held by a bank to secure bank acceptance notes payable. At December 31, 2015, the Company reported restricted cash of $9,242,571 which was collateral for its outstanding bank acceptance notes payable of $12,323,428. Restricted cash was returned from the bank when the Company repaid its bank acceptance notes payable during the second quarter of 2016.

NOTE 8—LONG-TERM PREPAID EXPENSES

Long-term prepaid expenses primarily consist of prepaid rental expenses for three parcels of land comprising the Company’s farm located in Enshi Prefecture. The prepaid rental expenses are being amortized using the straight-line method over the lease term of 21.33 years.

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Long-term prepaid expenses at June 30, 2016 and December 31, 2015 are as follows:

	June 30,			December 31,
	2016			2015
Prepaid rental expenses	$	1,769,668		$	1,811,007
Less: Accumulated amortization		(465,353	)		(421,863	)
	$	1,304,315		$	1,389,144

Amortization expense for the three months ended June 30, 2016 and 2015 was $27,020 and $135,341, respectively. Amortization expense for the six months ended June 30, 2016 and 2015 was $53,997 and $788,633, respectively. The estimated amortization expense of long-term prepaid expenses over each of the next five years and thereafter is $107,994 per annum.

NOTE 9—PLANT AND EQUIPMENT

Plant and equipment consist of the following:

	June 30,			December 31,
	2016			2015
Buildings	$	29,351,655		$	29,975,914
Vehicles		441,867			452,190
Office equipment		463,698			480,970
Production equipment		5,144,329			2,296,519
		35,401,549			33,205,593
Less: Accumulated depreciation		(10,741,864	)		(9,794,790	)
	$	24,659,685		$	23,410,803

a)	Depreciation expense was $745,386 and $969,226 for the three months ended June 30, 2016 and 2015, respectively. Depreciation expense was $1,190,003 and $1,313,776 for the six months ended June 30, 2016 and 2015, respectively.

b)	Disposal of hog farms On August 11, 2015, the Company sold 2 hog farms located in Nanyan Village and Qunyi Village, Hubei Province to a third party, Wuhan City Tianjian Agricultural Development Co., Ltd., for $1,204,084 or RMB 7.5 million, and reported a loss of $779,337 from the transaction.

Impairment charge

On November 6, 2013, the Animal Husbandry and Veterinary Bureau of Caidian District, Wuhan City, directed the Company to close one of the Company's farms located in the Caidian District. During the course of the Company's strategic review of its operations and consideration of the November 6 2013 notice from the Animal Husbandry and Veterinary Bureau of Caidian District, the Company assessed the recoverability of the carrying value of certain property, plant and equipment which resulted in impairment losses of $0 and $12,063 for the six months ended June 30, 2016 and 2015, respectively. The impairment charge represented the excess of carrying amounts of the Company's property, plant and equipment over the estimated fair value of the Company's hog farm in Caidian District.

NOTE 10—BIOLOGICAL ASSETS

Biological assets consist of the following:

	June 30,			December 31,
	2016			2015
Breeding hogs	$	3,671,206		$	5,481,979
Less: Accumulated amortization		(1,941,791	)		(3,901,132	)
	$	1,729,415		$	1,580,847

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As of June 30, 2016 and December 31, 2015, $613,018 and $836,972 of breeding hogs was a breed of black hogs. Amortization of the biological assets, included as a component of inventory, for the three month periods ended June 30, 2016 and 2015 was $60,546 and $165,506, respectively. For the six month periods ended June 30, 2016 and 2015, the amortization of the biological assets was $109,124 and $342,471, respectively.

NOTE 11—INTANGIBLE ASSETS

Included in the intangible assets are land use rights and an acquired distribution network. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances occur that might adversely impact their recorded value. The Company computes amortization using the straight-line method over the 50 year life of the land use rights and 10 year life of acquired distribution network.

Intangible assets at June 30, 2016 and December 31, 2015 are as follows:

	June 30,			December 31,
	2016			2015
Land use rights	$	1,595,852		$	1,633,132
Distribution network		1,784,864			1,826,560
Less: Accumulated amortization		(739,972	)		(656,744	)
	$	2,640,744		$	2,802,948

Amortization expense for the three month periods ended June 30, 2016 and 2015 was $42,406 and $61,688, respectively. Amortization expense for the six month periods ended June 30, 2016 and 2015 was $99,842 and $122,909, respectively.

The estimated amortization expense of intangible assets for the next five years is as follow:

Year	Amount
2016	$	230,642
2017	$	230,642
2018	$	230,642
2019	$	230,642
2020	$	230,642
Thereafter	$	1,487,534

Activity related to intangible assets by business segments was as follows:

	Hog Farming			Retail			Total
Land use rights	$	1,595,852		$	-		$	1,595,852
Distribution network		-			1,784,864			1,784,864
Less: accumulated amortization		(353,251	)		(386,721	)		(739,972	)
Balance as of June 30, 2016	$	1,242,601		$	1,398,143		$	2,640,744

	Hog Farming			Retail			Total
Land use rights	$	1,633,132		$	-		$	1.633.132
Distribution network		-			1,826,560			1,826,560
Less: accumulated amortization		(337,096	)		(319,648	)		(656,744	)
Balance as of December 31, 2015	$	1,296,036		$	1,506,912		$	2,802,948

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NOTE 12—SHORT-TERM LOANS

As of June 30, 2016 and December 31, 2015, short-term loans are as follows:

	June 30, 2016		December 31, 2015
Loan payable to Shanghai Pudong Development Bank, annual interest rate of 5.66%, due by June 22, 2017, guaranteed by Wuhan Agriculture Guarantee Co., Ltd.	$	1,204,212	$	-
Loan payable to Shanghai Pudong Development Bank, annual interest rate of 5.66%, due by June 24, 2017, guaranteed by Wuhan Agriculture Guarantee Co., Ltd.		1,505,264		-
	$	2,709,476	$	-

In the second quarter of 2016, the Company paid $69,025 to a guarantee service provider for providing a guarantee of the loans from Shanghai Pudong Development Bank. No such payment was made during the six months ended June 30, 2016. Amounts of $0 and $45,180 were recorded as interest expense for the six months ended June 30, 2016 and 2015, respectively.

NOTE 13—BANK ACCEPTANCE NOTES PAYABLE

Bank acceptance notes payable represent amounts due to banks which are collateralized. 50% of bank acceptance notes payable are secured by the Company’s restricted cash which is on deposit with the lender. At June 30, 2016 and December 31, 2015, the Company’s bank acceptance notes payables consisted of the following:

	June 30, 2016		December 31, 2015
Shanghai Pudong Development Bank, non-interest bearing, repaid by January 15, 2016, collateralized by restricted cash deposited, guaranteed by Fengze, Tianzhili, and Wuhan Agriculture Guarantee Co., Ltd.	$	-	$	1,540,429
Shanghai Pudong Development Bank, non-interest bearing, repaid by January 20, 2016, collateralized by restricted cash deposited, guaranteed by Fengze, Tianzhili, and Wuhan Agriculture Guarantee Co., Ltd.		-		1,540,429
Shanghai Pudong Development Bank, non-interest bearing, repaid by January 26, 2016, collateralized by restricted cash deposited, guaranteed by Fengze, Tianzhili, and Wuhan Agriculture Guarantee Co., Ltd.		-		1,540,429
Shanghai Pudong Development Bank, non-interest bearing, repaid by January 30, 2016, collateralized by restricted cash deposited, guaranteed by Fengze, Tianzhili, and Wuhan Agriculture Guarantee Co., Ltd.		-		1,540,429
Shanghai Pudong Development Bank, non-interest bearing, repaid by June 21, 2016, collateralized by restricted cash deposited, guaranteed by Fengze, Tianzhili, and Wuhan Agriculture Guarantee Co., Ltd.		-		1,540,428
Shanghai Pudong Development Bank, non-interest bearing, repaid by June 22, 2016, collateralized by restricted cash deposited, guaranteed by Fengze, Tianzhili, and Wuhan Agriculture Guarantee Co., Ltd.		-		1,540,428
Shanghai Pudong Development Bank, non-interest bearing, repaid by June 23, 2016, collateralized by restricted cash deposited, guaranteed by Fengze, Tianzhili, and Wuhan Agriculture Guarantee Co., Ltd.		-		1,540,428
Shanghai Pudong Development Bank, non-interest bearing, repaid by June 24, 2016, collateralized by restricted cash deposited, guaranteed by Fengze, Tianzhili, and Wuhan Agriculture Guarantee Co., Ltd.		-		1,540,428
	$	-	$	12,323,428

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As of December 31, 2015, the Company made a cash deposit of $308,086 to Wuhan Agriculture Guarantee Co., Ltd. as collateral to secure the bank acceptance notes payable. The deposit was reported as part of other receivables and was returned when the Company repaid the notes payable to Shanghai Pudong Development Bank.

NOTE 14—OTHER PAYABLES

Other payables at June 30, 2016 and December 31, 2015 were $2,720,027 and $3,041,085, respectively. Included in other payables as of June 30, 2016 and December 31, 2015 were mainly deposit payables of $2,117,920 and $2,346,776 for joint development agreements with cooperatives in Enshi Autonomous Prefecture.

Since December 31, 2011, the Company signed 7 joint development agreements with 7 local cooperatives in the Enshi Autonomous Prefecture in Hubei Province. Under these agreements, the Company provides funding to local independent farmers to construct small-scale hog farms in which the farmers will grow black hogs for sale to the Company. According to the joint development agreements, each participating farmer paid a deposit of approximately one-third of the construction cost of the hog farm to the Company upon completion of the respective hog farm. The deposit is amortized against the depreciation expense over a period of 10 years. Should the farmer withdraw from the program within this period, the deposit will be refunded proportionately. As of June 30, 2016 and December 31, 2015, deposits from farmers were $2,117,920 and $2,346,776, respectively.

In addition to the deposit payables from farmers, other payables also includes a down payment related to the Company’s terminated equity transaction. On November 13, 2015, the Company entered into an equity transfer agreement for the sales of its 88% equity interest in Hang-ao for a purchase price of RMB 48.4 million ($7.5 million) and received $620,218 as a retainer from the buyer to secure this transaction. On December 25, 2015, the Company terminated the equity transfer agreement for due to the inability to obtain proper land use permits and deeds for its properties. The retainer of $602,107 will be returned to the buyer.

The amortization of deposit payables for the three months ended June 30, 2016 and 2015 was $89,179 and $95,610. The amortization of deposit payables for the six months ended June 30, 2016 and 2015 was $204,253 and $190,497. The following table sets forth the aggregate future amortization of deposit payables expected for the next five years:

	Amortization
2016	$	408,506
2017	$	408,506
2018	$	408,506
2019	$	408,506
2020	$	408,506
Thereafter	$	75,390

NOTE 15—RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence.

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Revenues – related party

During the six months ended June 30, 2015, OV Orange sold products to Beijing Central Aoxin Technology Development Co., Ltd. (“Central Aoxin”) and Wuhan Aoxin Pike Wealth Investment Management Co., Ltd. (“Aoxin Pike”) from which it recognized revenues of $25,913 in total. Central Aoxin’s registered agent was Mr. Ping Wang, our former CEO. One of Aoxin Pike’s major shareholders has an indirect investment in the Company. The related party revenues mentioned above were included in the results of discontinued operations of the Company’s consolidated statements of operations and comprehensive income.

Issuance of common stock

On February 6, 2015, the Company issued 810,000 of its common shares to 7 employees, including the Company’s former CEO, former CFO, and a director, as stock awards pursuant to its 2014 Share Incentive Plan. Those shares have been registered under the Securities Act of 1933, as amended. However, 3 of the mentioned employees have resigned, including Mr. Ping Wang, and the relevant stock awards of 204,000 common shares were canceled and returned to the Company on March 8, 2016.

NOTE 16—CAPITAL STOCK

The Company is authorized to issue 100,000,000 shares of common stock, $0.001 par value, and as of June 30, 2016 and December 31, 2015, it had 31,952,000 shares and 33,183,000 shares outstanding, respectively.

On December 6, 2010 the Company granted 26,000 options with an exercise price of $6.00 to a director with vesting of one-third as of the date of grant, one-third vesting in December 2011, and the final one-third vesting in December 2012, contingent on the director continuing to serve as a board member. The option can be exercised through January, 2017. The Company recognizes the compensation cost over the award’s service period based on a Black Scholes valuation of the options as of the date of the grant. The 26,000 options were given up when new options were granted on October 1, 2014.

On February 6, 2015, the Company issued 810,000 of its common shares to 7 employees pursuant to the Company’s 2014 Share Incentive Plan. Those shares were valued at $1,433,700; 324,000 shares vested as of the date of grant, 243,000 shares vested in December 2015, and 243,000 common shares vest in December 2016. The Company will recognize the compensation cost over the employees’ service period. During the year ended December 31, 2015, 3 of the 7 employees, including the Company’s former CEO, had resigned and the relevant unvested 204,000 shares had been canceled on March 8, 2016. For the six months ended June 30, 2016 and 2015, the Company reported an amortization expense of $261,744 and $145,314.

The table below provides the estimated fair value of the director options, and the significant assumptions used to determine their values.

	Director Options	Placement Agent Warrants
Estimated Fair Value Per Option or Warrant	$1.20	$0.56
Stock Price at Date of Grant	$2.00	$4.36
Assumptions:
Dividend Yield	0%	0%
Stock Price Volatility	105.24%	31.3%
Risk-Free Interest Rate	1.00%	1.40%

The following table summarizes the stock options and warrants outstanding as of June 30, 2016 and December 31, 2015 and the activity during the six months ended June 30, 2016.

	Options		Weighted Average Exercise Price		Warrants		Weighted Average Exercise Price
Outstanding as of December 31, 2015		63,000	$	2.50		-	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Outstanding at June 30, 2016		63,000	$	2.50		-	$	-
Exercisable at June 30, 2016		43,000	$	2.50		-	$	-

The fair value of the director options and the placement agent warrants were estimated as of the grant date using the Black Scholes options pricing model. The determination of the fair value is affected by the price of the Company’s common stock at the grant date as well as assumptions made regarding the expected price volatility of the common stock over the terms of the grant, the risk-free interest rate and any expected dividends.

The weighted average remaining contractual life for the options is 5.25 years. The market value of the Company’s common stock was $0.83 and $0.90 as of June 30, 2016 and December 31, 2015, respectively. The intrinsic value of the outstanding options and the warrants as of June 30, 2016 and December 31, 2015 was $0.

NOTE 17—STATUTORY RESERVES

As stipulated by the Company Law of the PRC, net income after taxation can only be distributed as dividends after appropriation has been made for the following:

•	Making up cumulative prior years’ losses, if any;

•	Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital;

•	Allocations to the discretionary surplus reserve, if approved by the stockholders;

•

The transfer to this reserve must be made before distribution of any dividend to shareholders. The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

In accordance with the Chinese Company Law, the Company has allocated 10% of its net income as the statutory reserve contribution. The reserve amounted to $2,457,180 as of June 30, 2016 and December 31, 2015.

Credit risk and major customers

As of June 30, 2016 and December 31, 2015, all of the Company’s cash including cash on hand and deposits in accounts were maintained within the PRC where there is currently no rule or regulation in place for obligatory insurance to cover bank deposits in the event of a bank’s failure. However, the Company has not experienced any such losses and believes it is not exposed to any significant risks on its cash in bank accounts

The Company’s key customers are located in the PRC. The Company has not entered into long-term supply contracts with any of these major customers. During the six months ended June 30, 2016 and 2015, there were no customers that accounted for more than 10% of the Company’s revenue.

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Risk arising from operations in foreign countries

Substantially all of the Company’s operations are conducted in China. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in China. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.

NOTE 18—COMMITMENTS AND CONTINGENCIES

General

The Company follows ASC 450, Accounting for Contingencies, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be been incurred and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. The Company has not accounted for any loss contingencies as of June 30, 2016 and December 31, 2015.

Lease obligations

The Company leases office space pursuant to a lease that has a remaining term of nine years. As the holder of land use rights for its hog farms, the Company makes rental payments to the government over the term of the land use rights, which range from 19 years to 50 years. The Company does not have capital leases. In most cases, management expects that, in the normal course of business, leases will be renewed or replaced. Net rental expense relating to the Company’s operating leases for the six month periods ended June 30, 2016 and 2015 was $37,727 and $43,094, respectively.

The following table sets forth the aggregate minimum future annual rental commitments at June 30, 2016 under all non-cancelable leases for years ending December 31:

	Operating Leases
2016	$	37,727
2017	$	74,690
2018	$	74,690
2019	$	74,690
2020	$	52,656
Thereafter	$	1,338,593

NOTE 19—SEGMENT INFORMATION

The Company follows FASB ASC 280-Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluates their performance. As of June 30, 2016, the Company has two operating segments, “Hog Farming” and “Retail.” The Hog Farming segment consists of sales of breeder hogs and market hogs raised by the Company and participants in the black hog program. The Company’s Retail segment consists of selling specialty pork products through supermarkets and other outlets. The Company primarily evaluates performance based on income before income taxes excluding non-recurring items.

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Condensed financial information with respect to these reportable business segments for the six months ended June 30, 2016 and 2015 is set forth below. The results of operations of Hang-ao and OV Orange are reflected as discontinued operations in the Company’s consolidated financial statements.

Six Months Ended June 30, 2016	Hog Farming		Retail			Consolidated
Segment revenues	$	17,870,759	$	799,298		$	18,670,057
Inter-segment revenues		-		-			-
Revenues from external customers	$	17,870,759	$	799,298		$	18,670,057
Segment income (loss)	$	2,772,811	$	(58,853	)	$	2,713,958
Unallocated corporate loss							(360,757	)
Income before income taxes from continuing operations							2,353,201
Income taxes							-
Net income from continuing operations							2,353,201
Discontinued operations:
Loss from operations of discontinued component, net of income taxes							(2,022,204	)
Gain from disposal of discontinued component, net of income taxes							-
Net income						$	330,997
Other segment information:
Depreciation and amortization	$	1,092,537	$	102,179		$	1,194,716

Six Months Ended June 30, 2015	Hog Farming		Retail			Consolidated
Segment revenues	$	18,638,633	$	801,283		$	19,439,916
Inter-segment revenues		-		-			-
Revenues from external customers	$	18,638,633	$	801,283		$	19,439,916
Segment income (loss)	$	2,342,841	$	(690,931	)	$	1,651,910
Unallocated corporate loss							(1,048,043	)
Income before income taxes from continuing operations							603,867
Income taxes							-
Net income from continuing operations							603,867
Discontinued operations:
Loss from operations of discontinued component, net of income taxes							103,678
Gain from disposal of discontinued component, net of income taxes							-
Net income						$	707,545
Other segment information:
Depreciation and amortization	$	1,046,615	$	542,044		$	1,588,659

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Three Months Ended June 30, 2016	Hog Farming		Retail			Consolidated
Segment revenues	$	9,231,697	$	379,092		$	9,610,789
Inter-segment revenues		-		-			-
Revenues from external customers	$	9,231,697	$	379,092		$	9,610,789
Segment income (loss)	$	1,436,045	$	(41,314	)	$	1,394,731
Unallocated corporate loss							(178,125	)
Income before income taxes from continuing operations							1,216,606
Income taxes							-
Net income from continuing operations							1,216,606
Discontinued operations:
Loss from operations of discontinued component, net of income taxes							(611,417	)
Gain from disposal of discontinued component, net of income taxes							-
Net income						$	605,189
Other segment information:
Depreciation and amortization	$	600,510	$	43,575		$	644,085

Three Months Ended June 30, 2015	Hog Farming		Retail			Consolidated
Segment revenues	$	9,546,853	$	304,648		$	9,851,501
Inter-segment revenues		-		-			-
Revenues from external customers	$	9,546,853	$	304,648		$	9,851,501
Segment income (loss)	$	1,544,127	$	(351,941	)	$	1,192,186
Unallocated corporate loss							(229,436	)
Income before income taxes from continuing operations							962,750
Income taxes							-
Net income from continuing operations							962,750
Discontinued operations:
Loss from operations of discontinued component, net of income taxes							(38,693	)
Gain from disposal of discontinued component, net of income taxes							-
Net income						$	924,057
Other segment information:
Depreciation and amortization	$	417,504	$	264,917		$	682,421

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Condensed financial status with respect to these reportable business segments as of June 30, 2016 and December 31, 2015 is as follows:

As of June 30, 2016	Hog Farming		Retail		Consolidated
Total segment assets	$	91,320,761	$	1,626,623	$	92,947,384
Other unallocated corporate assets						5,898,356
					$	98,845,740
Other segment information:
Expenditures for segment assets	$	3,002,759	$	-	$	3,002,759

As of December 31, 2015
Total segment assets	$	100,644,120	$	1,757,852	$	102,401,972
Other unallocated corporate assets						8,508,469
					$	100,910,441
Other segment information:
Expenditures for segment assets	$	-	$	2,741	$	2,741

NOTE 19—DISCONTINUED OPERATIONS

Discontinued operations primarily included our servo-valve business and our security and protection business which were conducted via two of our subsidiaries, Hang-ao and OV Orange. Results of operations, financial position and cash flows for these businesses are separately reported as discontinued operations for all periods presented.

During the fourth quarter of 2015, the Company determined to sell Hang-ao and OV Orange. Subsequently, on November 13, 2015 and December 29, 2015, the Company entered into equity transfer agreements for the sale of its 88% equity interest in Hang-ao and 95% equity interest in OV Orange for a purchase price of RMB 48.4 million ($7.5 million) and RMB 47.5 million ($7.3 million), respectively. The equity transfer agreement for the sale of OV Orange was completed. On December 25, 2015, the Company terminated the equity transfer agreement entered into for the sale of its 88% equity interest in Hang-ao due to the inability to obtain proper land use permits and deeds for its properties. The Company will keep seeking other opportunities to sell its equity in Hang-ao.

Including in the liabilities from the discontinued operations, the Company reported a loan payable of $1,505,265 to Rural Commercial Bank with an annual interest rate of 9.90% and due by March 30, 2016. As of the date of this report, the Company is still in the process of renewing this loan.

Financial Information for Discontinued Operations

	Hang-ao
	June 30, 2016		December 31, 2015
Accounts receivable, net	$	18,357	$	24,225
Inventories, net		-		1,744,024
Plant and equipment, net		5,843,499		6,148,541
Other		1,330		9,647
Assets of discontinued operations	$	5,863,186	$	7,926,437

Short-term loan	$	1,505,265	$	1,540,429
Accounts payable and accrued payables		430,592		461,992
Other payables		44,361		54,909
Due to related party		331,094		302,366
Liabilities of discontinued operations	$	2,311,312	$	2,359,696

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	For the Six Months Ended June 30, 2016
	Hang-ao			OV Orange		Total
Operations
Revenues and other incomes	$	35,518		$	-	$	35,518
Costs and expenses		2,057,722			-		2,057,722
Loss before taxes		(2,022,204	)		-		(2,022,204	)
Income taxes		-			-		-
Loss from discontinued operations, net of taxes	$	(2,022,204	)	$	-	$	(2,022,204	)

Disposal
Gain on disposal before income taxes	$	-		$	-	$	-
Income taxes		-			-		-
Gain on disposal, net of income taxes	$	-		$	-	$	-

Loss from discontinued operations, net of taxes	$	(2,022,204	)	$	-	$	(2,022,204	)

	For the Six Months Ended June 30, 2015
	Hang-ao		OV Orange			Total
Operations
Revenues and other incomes	$	1,764,617	$	808,718		$	2,573,335
Costs and expenses		1,348,539		1,032,299			2,380,838
Income (loss) before taxes		416,078		(223,581	)		192,497
Income taxes		88,794		25			88,819
Earnings (loss) from discontinued operations, net of taxes	$	327,284	$	(223,606	)	$	103,678

Disposal
Gain on disposal before income taxes	$	-	$	-		$	-
Income taxes		-		-			-
Gain on disposal, net of income taxes	$	-	$	-		$	-

Earnings (loss) from discontinued operations, net of taxes	$	327,284	$	(223,606	)	$	103,678

	For the Three Months Ended June 30, 2016
	Hang-ao			OV Orange		Total
Operations
Revenues and other incomes	$	12,723		$	-	$	12,723
Costs and expenses		619,619			-		619,619
Loss before taxes		(611,417	)		-		(611,417	)
Income taxes		-			-		-
Loss from discontinued operations, net of taxes	$	(611,417	)	$	-	$	(611,417	)

Disposal
Gain on disposal before income taxes	$	-		$	-	$	-
Income taxes		-			-		-
Gain on disposal, net of income taxes	$	-		$	-	$	-

Loss from discontinued operations, net of taxes	$	(611,417	)	$	-	$	(611,417	)

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	For the Three Months Ended June 30, 2015
	Hang-ao		OV Orange			Total
Operations
Revenues and other incomes	$	539,610	$	249,807		$	789,417
Costs and expenses		443,779		382,631			826,410
Income (loss) before taxes		95,831		(132,824	)		(36,993	)
Income taxes		1,700		-			1,700
Earnings (loss) from discontinued operations, net of taxes	$	94,131	$	(132,824	)	$	(38,693	)

Disposal
Gain on disposal before income taxes	$	-	$	-		$	-
Income taxes		-		-			-
Gain on disposal, net of income taxes	$	-	$	-		$	-

Earnings (loss) from discontinued operations, net of taxes	$	94,131	$	(132,824	)	$	(38,693	)

NOTE 20—SUBSEQUENT EVENTS

On July 12, 2016, the Company announced that its hog farms in Wuhan City and some of the independently operated black hog farms in Enshi Prefecture were damaged as torrential rains caused devastating flooding in southern China in early July with Wuhan City being one of the hardest hit areas. The Company expects total losses associated with the floods to be approximately $1.5 million to $2 million.

On July 19, 2016, the Company announced it had entered into a Letter of Intent to acquire a majority stake in Hannan Chengmai Zaohuaxiang Hog Industry Co., Ltd, a high-end specialty black hog farm operator based in Hainan Province with annual production capacity of 30,000 hogs. The transaction is subject to due diligence investigations by the relevant parties, the negotiation and execution of definitive agreements, the approval of the Company’s Board of Directors, and the satisfaction of other customary closing conditions.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included in this report and with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements.

Overview

Our Company is in the business of breeding, raising, and selling hogs in the Wuhan City area of the PRC, and has begun to distribute specialty processed black hog products through supermarkets and other outlets, including the internet. On August 11, 2015, we sold 2 hog farms located in Nanyan Village and Qunyi Village, Hubei Province to a third party, Wuhan City Tianjian Agricultural Development Co., Ltd., for approximately $1.2 million or RMB 7.5 million, and reported a loss of $779,337 from the transaction.

During 2014, Fengze, our wholly owned subsidiary, owned and operated seven commercial farms in the Wuhan City area and one commercial farm in Enshi Autonomous Prefecture, Hubei Province. In addition, One of Fengze’s wholly owned subsidiaries, Tianzhili, operates in the Enshi Autonomous Prefecture (“Enshi”). Tianzhili mainly raises and sells black hogs in conjunction with local hog farmers in Enshi. In addition, it distributes black hog products through supermarkets, including Zhongbai, Xinyijia and Wushang Mart, and other outlets in the greater Wuhan City area, and through the internet.

In July 2014, our management determined to diversify our operations by acquiring various emerging high technology companies. However, in the following year, due to disruptions in the Chinese economy we began to reconsider this strategy. In the fourth quarter of 2015, we determined to focus on the hog farming industry. We intend to seek to either acquire or establish other hog farms outside of Hubei Province to further expand our customer basis outside of Hubei Province. In addition we may develop a pork processing business in the livestock industry to strengthen our competitive advantage. Further, as discussed below, we have sold our interests in one of and are seeking to sell our interests in the other businesses we acquired in 2014 as part of our diversification strategy.

On July 15, 2014, we acquired 88% of the equity of Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (“Hang-ao”), a Chinese limited liability company engaged in the manufacture and marketing of electro-hydraulic servo-valves and related servo systems and components located in Xiangyang, Hubei Province, from the former owners of Hang-ao, for consideration of $9,055,605, including RMB 42 million or approximately $6.8 million in cash and 1,047,000 of our common shares. The acquisition agreement includes a three year “earn out payment” provision which requires Hang-ao to reach certain levels of net income for the years 2014, 2015, and 2016 for the sellers to retain the 1,047,000 common shares. Because Hang-ao reported a net loss of $287,609 for the year ended December 31, 2015, the 1,047,000 Aoxin Tianli common shares were cancelled in the first quarter of 2016.

We are currently trying to sell our interests in Hang-ao.

On August 26, 2014, we consummated a stock purchase agreement (the “Stock Purchase Agreement”) whereby we acquired 95% of the outstanding equity of Wuhan Optical Valley Orange Technology Co., Ltd., a corporation organized under the laws of the People’s Republic of China (“OV Orange”), in exchange for 2,552,000 of the Company’s common shares, of which 403,000 shares were deposited in escrow to be issued to Mr. Hai Liu, CEO of OV Orange and the former beneficial owner of 7,500,000 (representing 15% of the outstanding) OV Orange shares (the “Escrow Shares”), subject to the attainment by OV Orange of certain agreed upon net profit targets for the years ended December 31, 2014, 2015 and 2016.

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As a result of the completion of the transaction, OV Orange became a 95% owned subsidiary of the Company, with the remaining 5% equity interest owned by Hubei Aoxin Science & Technology Group Co., Ltd., a company whose Chairman and principal shareholder is Mr. Ping Wang, the Company’s former Chairman and CEO. As a result of its acquisition of 1,075,000 common shares of the Company in exchange for the 22,500,000 (representing 40% of the outstanding) OV Orange shares pursuant to the acquisition agreement and its purchase from us of an additional 3,000,000 common shares on August 21, 2014 for a purchase price of $7,200,000, or $2.40 per share, Hubei Aoxin Science and Technology Group Co., Ltd., owns a total of 4,075,000 common shares, representing approximately 12.28% of our common shares.

On November 12, 2014, we sold 100% of the equity of OV Orange’s wholly-owned subsidiary, Wuhan Orange Optical Networking Technology Development Co., Ltd., to Mr. Deming Liu and Hubei Aoxin Science and Technology Group Co., Ltd., for RMB 1,000,000, or $161,030 in cash.

On December 29, 2015, we sold our 95% of the equity of OV Orange to Mr. Jin Wu, Ms. Lina Deng, and Mr. Deming Liu (former shareholders of OV Orange), for RMB 47.5 million or approximately $7.3 million in cash, as a condition of the sale, the 403,000 “earn-out” shares deposited in escrow and issued to Mr. Hai Liu, CEO and the former beneficial owner of OV Orange will be released to him at the end of March, 2017 as previously stipulated in the acquisition agreement.

The operating results of Hang-ao and OV Orange are reflected in the financial statements of the Company included in this Report as discontinued operations.

In an effort to significantly increase the scale of our operations, in 2012 we concluded a series of agreements (the “Exclusivity Agreements”) with the Animal Husbandry and Veterinary Bureau of Enshi Tujia and Miao Autonomous Prefecture of Hubei Province, the Animal Husbandry and Veterinary Bureau of Xianfeng County of Hubei Province, the Xuwang Hog Farming Professional Cooperatives of Xianfeng County, and the Qiming Hog Farming Professional Cooperatives of Xianfeng County, whereby we were granted the exclusive right to breed and sell Enshi black hogs in Enshi Autonomous Prefecture in Hubei Province. The agreements call for the joint development, funding and operation of local cooperatives in the Enshi Autonomous Prefecture in Hubei Province whereby the Company, the relevant governmental agencies and the cooperatives will assist participating farmers to breed and raise Enshi black hogs which will be purchased by the Company for resale as meat hogs or retained or sold as breeders at the Company’s discretion.

The Exclusivity Agreements envision that we will work with the Animal Husbandry and Veterinary Bureaus of Xianfeng County and Enshi Tujia and Miao Autonomous Prefecture, respectively, to develop a regional breeding and distribution program whereby local farmers will be trained and supervised by us, the relevant governmental agencies and their cooperatives in raising a breed of black hogs genetically developed and monitored by us with the approval of the local government agency. By the end of the first quarter of 2014 we had funded and completed the construction of 798 farms for local farmers. After providing the financing necessary for completion of the construction for 798 farms, we decided to temporarily stop providing capital to the program and focus on our black hog retail operations.

Principal Factors Affecting our Results of Operations

Revenues

In our hog farming segment we breed and raise hogs that are eventually sold as either breeder or market hogs which will be sold to slaughter houses for conversion into pork products. We derive the bulk of our revenues from the sale of hogs to other hog farms for breeding purposes, to brokers who sell our hogs both to other hog farms for breeding purposes and to slaughterhouses, and directly to slaughterhouses. Some of the hogs are raised for sale as market hogs, while others become market hogs because customers do not select them as breeder hogs. Also very few boars are required for breeding purposes, as compared with sows. As approximately half of a litter will be males, most of these males will be sold as market hogs. The average sales price for a breeder is significantly higher than that of a market hog, and since breeder hogs are sold at a younger age than market hogs and usually weigh about 110 pounds at the date they are sold, as compared to the average weight of about 220 pounds for a market hog on sale date, the direct cost of feeding and otherwise raising a breeder hog is less than a market hog. Thus, the gross margin for breeder hogs is substantially higher than that of market hogs. Consequently, we have focused our operations to increase the proportion of sales represented by breeder hogs, and our success in so doing has been a major contributor to our operating profit.

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In our retail segment, we generate our revenues from selling black hog meat products through supermarkets and other direct sale outlets, including the internet.

We receive subsidies from the government for operating our farms, as well as financial support from the government for some of our research projects. Some of these subsidies are non-recurring, such as the payment we receive when farms reach specified annual production capacities, for the acquisition of certain operating equipment, or for specific research projects. Others, such as subsidies for breeder hog insurance, are ongoing so long as we qualify. Of course, there is no assurance the government will continue any of its policies for granting subsidies.

Factors Affecting Revenues and Profitability

The following factors, among others, affect the revenues and profitability that we derive from our operations.

Consumer demand for pork products. Consumer demand for pork products is closely linked to the performance of the general Chinese economy and is sensitive to business and personal discretionary spending levels.

Declines in consumer demand may occur as a result of adverse general economic conditions or changes in policy which limit expenditures by government employees for pork. Lower consumer confidence and changes in consumer preferences for pork as compared with other meats can lower the revenues and profitability of our operations. As a result, changes in consumer demand and general business cycles can subject our revenues to volatility.

Revenues resulting from the sale of breeder hogs. A significant amount of our revenues and operating margin result from the sale of young breeder hogs for use by other hog farmers. Because these breeder hogs command a price significantly higher than market hogs, and are sold at a younger age, thus incurring less feed and related finishing expenses, the profitability of the sale of a breeder hog is higher than that for the sale of a market hog. A significant reduction in the proportion of our sales that are breeder hogs would very likely significantly reduce our overall profit margin.

Government action in our industry. Because pork occupies such a central role in the Chinese diet, the government has occasionally taken action to prevent the price of pork from dropping below specified levels and has provided subsidies to companies engaged in hog farming. We benefit from this protection, and we could be harmed if the government terminated such practices. In addition, the government has taken actions to prevent the spread of diseases among livestock, including mandatory culls of affected animals. These actions have occasionally resulted in relative shortages, which tend to lead to higher prices for healthy animals, and could result in a reduction of our stock, thus reducing revenues and profit. Likewise it is possible that the government could implement some form of price controls that adversely impact our ability to price our products so as to recover increases in costs such as feed.

Competition and subsidies. While the hog farming industry in Hubei province and the Wuhan City area includes a large number of farms, many of those farms are smaller farms that sell relatively few hogs per year. We believe the incentives being given to farms that reach specified annual production capacities are likely to result in a consolidation of the industry. Our ability to increase our production capacity and thus to qualify for these incentives for our operations allows us to receive non-recurrent benefits from these subsidies, as well as to benefit from increased economies of scale in our operations.

Expansion. We believe we must further strengthen our livestock business by developing more diversified retail channels or developing our own pork processing business. If we fail to develop more diversified retail channels or create our own pork processing business, our revenue growth could slow.

Epidemic outbreaks. The outbreak of animal diseases could adversely affect our revenues. An occurrence of serious animal diseases, such as foot-and-mouth disease, or any outbreak of other epidemics in the PRC affecting animals or humans might result in material disruptions to our sales.

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Taxes. We believe that the provisions of the PRC’s Enterprise Income Tax law currently provide our hog breeding operations with an exemption from PRC income taxes, VAT taxes and business service taxes. If this understanding is incorrect or if the law or interpretations of the law change, this could significantly impact the Company’s net operating results.

Costs and Expenses

We primarily incur the following costs and expenses:

Costs of goods sold. In raising hogs for sale, we incur a number of costs that represent the costs of goods sold. We must purchase hog feed, premix components, medicines and other supplies to grow our hogs and keep them healthy. In addition to these items, cost of goods sold includes expenses such as the amortization of the sows (referred to as biological assets), farm employee wages, water, electricity, equipment depreciation expense, maintenance expense, quarantine expense, equipment costs, insurance expense, and sewage charges.

General and administrative expenses. General and administrative expenses consist primarily of compensation expense for our corporate staff, professional fees (including consulting, audit and legal fees), communication costs, research and development costs, gasoline, welfare expenses, education expenses, travel and business hospitality expenses, land rent, and other office administrative and related expenses.

Sales and marketing costs. Sales and marketing costs include salaries, wages, and promotion expenses.

Factors Affecting Expenses

Supplies and commodity prices. The largest component of our expenses relates to the price of materials required to breed and raise hogs for sale. Specifically, while we ordinarily breed our own hogs, we periodically purchase breeding stock to improve our genetic breeding pool. Similarly, the prices of corn and soybean husks in China are important to our operations, because corn and soybean husks are the primary component of the hogs’ diet. To the extent the prices of these materials vary, our cost of goods will fluctuate, and we may not be able to recover higher costs by charging higher prices for our products. For this reason, we may be affected by droughts, floods, crop diseases and the like, which tend to make feed scarcer and thus more expensive.

Number of customers. The more customers we have, the greater the likelihood that related selling expenses, travel expenses and other similar costs will increase. At present, we sell substantially all of our hogs and electro-hydraulic servo devices to a relatively small number of customers. We believe this concentration of customers in our hog sales has allowed us to focus our marketing and selling efforts.

Number of farms we operate. If we acquire or operate more farms, we would expect our administrative expenses to increase in dollars terms.

Retail expenses. As we pursue a strategy of providing our branded product to retail outlets, we expect that we will face additional costs such as promotion and advertising expenses to establish our brand image and retail recognition.

In connection with the Enshi Black Hog program described above, we have agreed to incur various costs and contribute various amounts to cover the costs of different aspects of the program. Since 2011, we signed 8 joint development agreements, generally for periods of 10 years, with 8 local cooperatives in the Enshi Autonomous Prefecture in Hubei Province whereby the Company, the relevant governmental agencies and the cooperatives will assist participating farmers to breed and raise Enshi black hogs which will be purchased by us for resale as meat hogs or retained or sold as breeders at our discretion. Under these agreements, we provide funding to local independent farmers to construct small-scale hog rearing facilities on which the farmers will grow black hogs for sale to us. Pursuant to these joint development agreements, title to these small-scale hog rearing facilities belongs to us and the local cooperatives (and the individual farmers) have the right to use them. Until the date of this report, we have constructed or purchased $11.24 million dollars of hog rearing facilities and equipment that has been completed and is operational and included in plant and equipment. After providing the financing necessary for completion of the construction for 798 farms, we decided to temporarily stop providing capital to the program and focus on our black hog retail operations.

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Results of Operations

The results of operations of Hang-ao and OV Orange and their wholly owned subsidiaries, were reclassified as discontinued operations in the Company’s financial statements for the three months and six months ended June 30, 2016 and 2015 based on the Company’s decision to focus on the hog industry and sell both subsidiaries and relevant businesses in the near future. OV Orange was sold on December 29, 2015. We have not yet found a buyer for Hang-ao.

Comparison of the Results of Operations for the Six Months Ended June 30, 2016 and 2015

All amounts, other than percentages, are in U.S. dollars

	For Six Months Ended June 30,								Percentage of
	2016		2015			Net Change			Change
Revenues	$	18,670,057	$	19,439,916		$	(769,859	)		(4%)
Cost of goods sold		14,390,715		15,860,608			(1,469,893	)		(9%)
Gross profit		4,279,342		3,579,308			700,034			20%
Selling, general and administrative expenses		2,076,255		2,933,741			(857,486	)		(29%)
Income (loss) from operations		2,203,087		645,567			1,557,520			241%
Interest income, net		141,449		25,239			116,210			460%
Other income (expenses), net		8,665		(66,939	)		75,604			(113%)
Total other income (expense)		150,114		(41,700	)		191,814			(460%)
Income (loss) before income taxes		2,353,201		603,867			1,749,334			290%
Income taxes		-		-			-			n/a
Net income (loss)	$	2,353,201	$	603,867		$	1,749,334			290%

The following table sets forth information as to the gross margin for our two business segments for the six months ended June 30, 2016 and 2015 (dollars in thousands).

	Six Months Ended June 30, 2016
	Hog Farming			Retail			Total
Revenues	$	17,871		$	799		$	18,670
Cost of goods sold	$	13,791		$	600		$	14,391
Gross profit	$	4,080		$	199		$	4,279
Gross margin %		23	%		25	%		23	%

	Six Months Ended June 30, 2015
	Hog Farming			Retail			Total
Revenues	$	18,639		$	801		$	19,440
Cost of goods sold	$	15,250		$	611		$	15,861
Gross profit	$	3,389		$	190		$	3,579
Gross margin %		18	%		24	%		18	%

Revenues. For the six months ended June 30, 2016, we had revenues of $18,670,057, as compared to revenues of $19,439,916 for the same period of 2015. Our revenues decreased by $769,859 or approximately 4%. This reduction in revenues reflected the impact from the sale of 2 hog farms in the third quarter of 2015. Although we sold fewer hogs during 2015, the adverse effect was partly offset by improved selling prices.

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The tables below illustrate our sales of breeder hogs, market hogs, black hogs and specialty pork products for the three months ended June 30, 2016 and 2015.

Sales by Products

	Six Months Ended June 30,
	2016						2015
	No. of Hogs Sold		Average Price/Hog		Sales		No. of Hogs Sold		Average Price/Hog		Sales
Breeder Hogs – regular hogs		8,436	$	253	$	2,132,712		14,374	$	267	$	3,836,494
Market Hogs – regular hogs		31,890	$	229		7,307,227		41,999	$	194		8,160,083
Market Hogs – black hogs		28,620	$	295		8,430,820		28,392	$	234		6,642,056

Total		68,946	$	259	$	17,870,759		84,765	$	220	$	18,638,633

	Six Months Ended June 30,
	2016						2015
	Kilogram		Average Price/kg		Sales		Kilogram		Average Price/kg		Sales
Market Hogs – specialty black hog pork products		167,752	$	5	$	799,298		182,087	$	4	$	801,283
Total		167,752	$	5	$	799,298		182,087	$	4	$	801,283

As can be seen from the above, the number of “regular breeder hogs” and “regular market hogs” sold decreased 41% and 24% in the year over year period. As the average price per hog changed (5%) and 18%, respectively, our revenues from sales of regular hogs decreased $2,556,638. As also can be seen from the above, during the six months ended June 30, 2016 the number of black hogs sold slightly increased from the number sold in 2015, primarily as a result of recovered production by the independent farmers in our black hog program. Since the average selling price per black hog increased significantly year over year, our revenues from sales of black hogs increased 27%.

During the six months ended June 30, 2016, 167,752 kilograms of black hog meat were used to produce specialty pork products sold in our retail business an 8% decrease compared to the comparable period of the prior year. This decrease in volume was offset by an increase of 8% in the price received for our specialty pork products resulting in a negligible decrease in our revenues year over year.

Cost of goods sold. For the six months ended June 30, 2016, cost of goods sold was $14,390,715 as compared to $15,860,608 for the same period of 2015, a decrease of $1,469,893, or 9%. The decrease in cost of goods sold primarily results from a reduction in costs in our Hog Farming segment which decreased $1,459,314, as a result of a reduction in the purchase prices for our feeds and the sale of two of our farms. Cost of goods sold for our Retail segment was consistent year over year.

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Profit Margins. Our gross margin increased to 23% in the six months ended June 30, 2016 from 18% in 2015. Our gross profit was $4,279,342 for 2016 as compared to $3,579,308 for 2015. This increase in our gross profit reflected an increase in gross profit of $0.7 million at our Hog Farming segment.

Our gross margin from our Hog Farming and Retail segments were 23% and 25%, respectively, in 2016 as compared to 18% and 24% in 2015. The improvement in our gross profit from our Hog Farming segment and Retail segment was primarily the results of increased hog prices and cheaper feed costs.

Expenses. Selling, general and administrative expenses decreased by $857,486 in the first six months of 2016 as compared to the comparable period in 2015. The decrease was primarily the result of a cancelation of stock grants to key employees which generated non-cash compensation expense of approximately $361,000 in the first half of 2015, a decrease of $609,000 in our depreciation and amortization expenses as a result of the disposal of two hog farms in 2015, and a decrease of approximately $117,000 in our bad debt expense.

Net Other Income (Expense). We had net other income of $150,114 during the six months ended June 30, 2016, compared to a net expense of $41,700 in the first six months of 2015, an increase of $191,814, which was primarily due to the decrease of $45,180 in our interest expense, an increase of $71,030 in our interest income, and the absence of an approximately $90,000 service charge for issuance of bank acceptance notes comparable to the charge paid in 2015.

Income Taxes. Our Hog Farming and Retail segments are exempt from Chinese income tax and VAT. With respect to our discontinued operation in electro-hydraulic servo valve devices, we are subject to 17% VAT tax and 25% corporate income tax.

Net Income (Loss). Our net income for the first six months of 2016 and 2015 was $330,997 and $707,545, respectively. Our net income from continuing operations, our Hog Farming and Retail segments, is showing improved performance with an increase of $1.7 million year over year. The operating results of our discontinued operations, Hang-ao and OV Orange, significantly decreased from net income of $103,678 in the first half of 2015 to a net loss of $2,022,204 in the first half of 2016. We have taken steps to reduce the loss at Hang-ao. Nevertheless, it will continue to be significant for the immediate future.

Comparison of the Results of Operations for the Three Months Ended June 30, 2016 and 2015

All amounts, other than percentages, are in U.S. dollars

	For Three Months Ended June 30,							Percentage of
	2016		2015		Net Change			Change
Revenues	$	9,610,789	$	9,851,501	$	(240,712	)		(2%)
Cost of goods sold		7,431,963		7,816,752		(384,789	)		(5%)
Gross profit		2,178,826		2,034,749		144,077			7%
Selling, general and administrative expenses		1,030,032		1,093,920		(63,888	)		(6%)
Income (loss) from operations		1,148,794		940,829		207,965			22%
Interest income, net		59,606		20,106		39,500			196%
Other income (expenses), net		8,206		1,815		6,391			352%
Total other income (expense)		67,812		21,921		45,891			209%
Income (loss) before income taxes		1,216,606		962,750		253,856			26%
Income taxes		-		-		-			n/a
Net income (loss)	$	1,216,606	$	962,750	$	253,856			26%

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The following table sets forth information as to the gross margin for our two business segments for the three months ended June 30, 2016 and 2015 (dollars in thousands).

	Three Months Ended June 30, 2016
	Hog Farming			Retail			Total
Revenues	$	9,232		$	379		$	9,611
Cost of goods sold	$	7,146		$	286		$	7,432
Gross profit	$	2,086		$	93		$	2,179
Gross margin %		23	%		25	%		23	%

	Three Months Ended June 30, 2015
	Hog Farming			Retail			Total
Revenues	$	9,547		$	305		$	9,852
Cost of goods sold	$	7,587		$	230		$	7,817
Gross profit	$	1,960		$	75		$	2,035
Gross margin %		21	%		25	%		21	%

Revenues. For the three months ended June 30, 2016, we had revenues of $9,610,789, as compared to revenues of $9,851,501 for the same period of 2015. Our revenues decreased by $240,712 or approximately 2%. This reduction in revenues reflected the impact from the sale of 2 hog farms in the third quarter of 2015. Although we sold fewer hogs during 2015, the adverse effect was partly offset by improved selling prices.

The tables below illustrate our sales of breeder hogs, market hogs, black hogs and specialty pork products for the three months ended June 30, 2016 and 2015.

Sales by Products

	Three Months Ended June 30,
	2016						2015
	No. of Hogs Sold		Average Price/Hog		Sales		No. of Hogs Sold		Average Price/Hog		Sales
Breeder Hogs – regular hogs		4,096	$	253	$	1,037,782		7,191	$	271	$	1,948,601
Market Hogs – regular hogs		15,960	$	240		3,826,175		20,656	$	206		4,258,526
Market Hogs – black hogs		13,778	$	317		4,367,740		13,123	$	254		3,339,726

Total		33,834	$	273	$	9,231,697		40,970	$	233	$	9,546,853

	Three Months Ended June 30,
	2016						2015
	Kilogram		Average Price/kg		Sales		Kilogram		Average Price/kg		Sales
Market Hogs – specialty black hog pork products		80,368	$	5	$	379,092		67,155	$	5	$	304,648
Total		80,368	$	5	$	379,092		67,155	$	5	$	304,648

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As can be seen from the above, the number of “regular breeder hogs” and “regular market hogs” decreased 43% and 23% in the year over year period. As the average price per hog changed (7%) and 17%, respectively, our revenues from sale of regular hogs decreased $1,343,170. As also can be seen from the above, during the three months ended June 30, 2016 the number of black hogs sold slightly increased from the number sold in 2015, primarily as a result of decreased production in 2015 by the independent farmers in our black hog program. We anticipate that as the production of these farmers reaches capacity, the number of black hogs we will have available for sale will level off. Since the average selling price per black hog increased significantly year over year, our revenues from sale of black hogs increased 31%.

During the three months ended June 30, 2016, 80,368 kilograms of black hog meat were used to produce specialty pork products sold in our retail business a 20% increase over the comparable period of the prior year. This increase in volume coupled with the stability of the price received for our specialty pork products resulted in a 24% year over year increase in our revenues.

Cost of goods sold. For the three months ended June 30, 2016, cost of goods sold was $7,431,963 as compared to $7,816,752 for the same period of 2015, a decrease of $384,789, or 5%. The decrease in cost of goods sold primarily results from a reduction in costs in our Hog Farming segment which decreased $441,964, benefiting from a reduction in the purchase prices for our feeds and the sale of two of our farms. Cost of goods sold for our Retail segment was consistent year over year.

Profit Margins. Our gross margin increased to 23% in the three months ended June 30, 2016 from 21% in the 2015 period. Our gross profit was $2,178,826 for the 2016 quarter as compared to $2,034,749 for the 2015 quarter. This increase in our gross profit reflected an increase in gross profit of $100,000 in our Hog Farming segment.

Our gross margin from our Hog Farming and Retail segments were 23% and 25%, respectively, in the 2nd quarter of 2016 as compared to 21% and 25% in the 2015 quarter. The improvement in our gross profit in our Hog Farming segment was primarily the result of increased hog prices and cheaper feed costs.

Expenses. Selling, general and administrative expenses decreased by $63,888 in the second quarter of 2016 as compared to the 2015 quarter. The decrease was primarily the result of a decrease in our depreciation and amortization expenses from the disposal of our hog farms in 2015.

Net Other Income (Expense). We had net other income of $67,812 during the three months ended June 30, 2016, compared to net income of $21,921 in the second quarter of 2015, an increase of $45,891, which was primarily due to the decrease in our interest expense

Net Income (Loss). Our net income for the second quarter of 2016 and 2015 was $605,189 and $924,057, respectively. Our net income from continuing operations, our Hog Farming and Retail segments, is showing improved performance with an increase of $0.3 million year over year. The operating results of our discontinued operations, principally Hang-ao and OV Orange, significantly decreased from a net loss of $38,693 to a net loss of $611,417, which represented a reduction of approximately $0.6 million.

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Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At June 30, 2016 our working capital was $60,696,497 as compared to $63,982,835 at December 31, 2015. Our funds are deposited in financial institutions located as follows:

	June 30, 2016					December 31, 2015
Country	Dollar		%			Dollar		%
United States	$	-		-		$	-		-
China		52,441,600		100	%		49,656,897		100	%
	$	52,441,600		100	%	$	49,656,897		100	%

Consolidated Statement of Cash Flows

	Six Months Ended June 30,
	2016			2015
Net cash provided by operating activities	$	7,253,088		$	9,105,650
Net cash provided by (used in) investing activities		(3,002,759	)		1,624,173
Net cash used in financing activities		(306,027	)		(3,471,523	)
Exchange rate effect on cash		(1,159,599	)		424,543
Net cash inflow	$	2,784,703		$	7,682,843

Cash Provided by Operating Activities

Cash from operating activities mainly consisted of the net income generated by our continuing operations of $2,353,201 for the six months of 2016, supplemented by non-cash expenses of depreciation and amortization of $1.2 million, amortization of prepaid expenses and long-term prepaid expenses of $261,744 and $53,997, a loss of $427,071 from the disposal of biological assets, a decrease of $2,764,344 in inventories and a decrease of $182,316 in accounts receivable. In addition, we also reported net cash of $41,000 used in operating activities from discontinued operations.

Net cash provided by operating activities in the six months ended June 30, 2015 totaled $9,105,650. Cash flow pertaining to operating activities benefited from depreciation and amortization of $1,588,659, amortization of prepaid expenses and long-term prepaid expenses of $145,314 and $788,633, a non-cash bad debt expense of $117,000, a reduction of $4.3 million in inventories, and a reduction in advances to suppliers of $0.5 million, which were partially offset by an increase of $0.4 million in other receivables. In addition, we also reported net cash of $1,412,119 provided by operating activities from discontinued operations.

Cash Provided by (Used in) Investing Activities

Net cash used in investing activities for the six months ended June 30, 2016 totaled $3,002,759 related to purchases of new equipment for hog farms.

Net cash provided by investing activities for the six months ended June 30, 2015 totaled $1,624,173. This amount principally reflects a collections of $1,625,037 from related party loans related to discontinued operations.

Cash Used in Financing Activities

For the six months ended June 30, 2016, net cash used in financing activities was $306,027. This was comprised of a decrease of $9,180,826 in restricted cash, proceeds of $2,754,248 from our new short-term loans, and $12,241,101 of repayments of bank acceptance notes. The restricted cash was collateral for our bank acceptance notes.

For the six months ended June 30, 2015, we used net cash of $3,471,523 in financing activities. This mainly reflects an increase in cash deposits of $3,271,823 in a bank and with a guarantee service provider for our bank acceptance notes payable and a repayment of $1,635,912 of our short-term loans. In addition, we also reported net cash of $1,486,493 provided by financing activities from discontinued operations.

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Commitments for Capital Expenditures

Our anticipated capital requirements for the next twelve months relate to purchasing breeder hogs as well as additional investment in our retail segment to expand our marketing and distribution channels. We also expect to incur modest expenses in maintaining our hog farms. We believe that our cash flow from operations will be sufficient to meet our anticipated cash requirements for the next twelve months.

Contractual Obligations and Off Balance Sheet Items

Contractual Obligations

We have certain fixed contractual obligations for which we have estimated our future payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may cause actual payments to differ from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as of June 30, 2016 (dollars in thousands), and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

	Payments Due by Period
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		Over 5 Years
Contractual obligations
Bank loans	$	2,709	$	2,709	$	-	$	-	$	-
Others		-		-		-		-		-
	$	2,709	$	2,709	$	-	$	-	$	-

Bank loans consist of short-term loans and bank acceptance notes.

Off Balance Sheet Items

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

•

any obligation under certain guarantee contracts,

•

any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,

•

any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and

•

any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating our financial statements and our management’s discussion and analysis.

Accounts Receivable

We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

As a basis for estimating the likelihood of collection has been established, we consider a number of factors when determining reserves for uncollectable accounts. We believe that we use a reasonably reliable methodology to estimate the collectability of our accounts receivable. We review our allowances for doubtful accounts on at least a quarterly basis. We also consider whether the historical economic conditions are comparable to current economic conditions. If the financial condition of our customers or other parties that we have business relations with were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

Inventories, consisting principally of our hogs held for sale, are stated at the lower of cost, as determined by the weighted-average method, or market. We compare the cost of inventories with the market value, and allowance is made for writing down the inventories to their market value if that is lower. Costs of raised animals include proportionate costs of breeding, including amortization of the breeding herd or biological assets, plus the costs of feed and other maintenance. The price of hogs could fluctuate upward or downward. If prices were to decrease below the amounts we use in determining the carrying value of our inventory, any profit we might achieve on the sale of our inventories would be less than anticipated. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, we will record additional reserves for the difference between the cost and the market value. These reserves are recorded based on estimates. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventory, if necessary. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained. Our inventory reserves establish a new cost basis for inventory and are not reversed until we sell or dispose of the related inventory. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or the estimated forecast of product demand and production requirements.

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Plant and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows:

Estimated useful lives of the Company’s assets are as follows:

		Useful Life
Buildings		20 years
Vehicles		5-10 years
Office equipment		3-5 years
Research equipment		3-20 years
Production equipment		3-20 years

The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in disposition.

We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value

Biological Assets

Biological assets consist primarily of hogs purchased or selected from the Company’s own production for breeding and farrowing. The costs to purchase and cultivate breeding hogs and the expenditures related to labor and materials to feed breeding hogs until they become commercially productive and breedable are capitalized. When breeding hogs are entered into breeding and farrowing, amortization of the costs incurred until they became commercially productive commences. The estimated production life for breeding hogs is three years, and the costs are amortized to a residual value, currently $76 (RMB 500). After the breeding hogs have completed their production life of breeding, these breeding hogs are then transferred into inventory as the vast majority of these breeding hogs will then be sold for meat processing. Expenses incurred maintaining breeding hogs during gestation until piglets are weaned are capitalized into inventory and included in Work in process—biological assets, a component of inventories. If these breeding hogs produce piglets which are deemed appropriate for internal breeding purposes, the gestation and raising costs until weaned for these piglets are then allocated into biological assets.

Amortized expenses pertaining to biological assets are included in inventory costs for those piglets to be sold and ultimately become a component of cost of goods sold. Similar to other assets, the failure of our biological assets to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value, will negatively impact our operating results.

Intangible Assets

Included in the intangible assets are our land use rights and acquired distribution network. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

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Non-controlling Interest

Non-controlling interests in our subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

Revenue Recognition

Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company generates revenues from the business of breeding, raising, and selling hogs for use in Chinese pork meat production and the sale of hogs for breeding by other hog producers.

Currency Exchange Rates

Our functional currency is the U.S. dollar, and the functional currency of our operating subsidiaries and VIE is the RMB. All of our sales are denominated in RMB. As a result, changes in the relative values of U.S. dollars and RMB affect our reported levels of revenues and profitability as the results of our operations are translated into U.S. dollars for reporting purposes. In particular, fluctuations in currency exchange rates could have a significant impact on our financial stability due to a mismatch among various foreign currency-denominated sales and costs. Fluctuations in exchange rates between the U.S. dollar and RMB affect our gross and net profit margins and could result in foreign exchange and operating losses.

Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. Furthermore, we translate monetary assets and liabilities denominated in other currencies into RMB, the functional currency of our operating subsidiaries. Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future.

Our financial statements are expressed in U.S. dollars, which is the functional currency of our parent company. The functional currency of our operating subsidiaries and affiliates is RMB. To the extent we hold assets denominated in U.S. dollars, any appreciation of the RMB against the U.S. dollar could result in a charge in our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of RMB against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable as the Company is a smaller reporting company.

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Item 4.

Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management evaluated the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our Co-Chief Executive Officers and Chief Financial Officer, does not expect that our Disclosure Controls will prevent all error and 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. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the 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. 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.

Based upon their evaluation, our management, including Hanying Li, one of our Co-Chief Executive Officers and our Chief Financial Officer, has concluded that our Disclosure Controls are effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1A.

Risk Factors

Our business is subject to numerous risks and uncertainties including but not limited to those discussed in "Risk Factors" in our Annual Report on Form 10-K for fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission on March 14, 2016 which are incorporated by reference into this report.

Item 6.

Exhibits

The following exhibits are filed herewith:


Exhibit Number		Document


31.1		Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



32.1		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Aoxin Tianli Group, INC.

August 11, 2016	By:	/s/Hanying Li
		Hanying Li Co-Chief Executive Officer

August 11, 2016	By:	/s/Wocheng Liu
		Wocheng Liu Co-Chief Executive Officer

August 11, 2016	By:	/s/Chun Choi Law
		Chun Choi Law Chief Financial Officer (Principal Financial and Accounting Officer)

RENMIN TIANLI GROUP, INC. - FORM 10-Q - August 11, 2016

Attached files

RENMIN TIANLI GROUP, INC. Reports